Exhibit 10.16
                                 -------------



Option No. 52                                  Option to Purchase 100,000 Shares


                          CATEGORY 5 TECHNOLOGIES, INC.
                      Non-Qualified Stock Option Agreement

This Agreement (the  "Agreement")  dated May 1, 2002 is made between  Category 5
Technologies, Inc. (the "Company") and Tyler Thompson (the "Optionee").

This Agreement  confirms an award of a nonqualified  stock option (the "Option")
covering  100,000  shares of Common  Stock  ($0.001  par  value)  which has been
granted to the Optionee under the Company's 2001 Stock Option Plan (the "Plan"),
a copy of which has been  delivered  to the  Optionee.  This award  entitles the
Optionee to purchase  the shares  covered by this Option at a price of $2.50 per
share.

This Option has been  granted for the  purposes of  encouraging  the Optionee to
acquire  ownership  in the  Company as an  incentive  to advance  the  Company's
interests and to continue in the Company's employ.

This  Option  is  subject  to the terms  and  conditions  of the Plan and to the
Optionee's  agreement to the terms and conditions set forth below. The option is
not intended to satisfy the  requirements of Section 422 of the Internal Revenue
Code of 1986,  as amended (the  "Code").  All  capitalized  terms not  otherwise
defined herein shall have the same meanings as set forth in the Plan.

         1.   Option  Period.  This Option  shall  remain in effect until May 1,
              2007,  subject  to  earlier  expiration  in  the  event  that  the
              Optionee's  employment with the Company  terminates  prior to such
              date as provided for in Paragraph 3 of this Agreement.

         2.   Exercise  Rights.  Subject to Paragraph 1 of this Agreement,  this
              Option cannot be exercised until May 1, 2002, and then only to the
              extent permitted by the following schedule and the other terms and
              conditions governing this Option:

                                                           Cumulative Maximum
                                                            Number of Option
                           Date                            Shares Purchasable

                           5/1/02                                25,000
                           5/1/03                                25,000
                           5/1/04                                25,000
                           5/1/05                                25,000

              Purchase  of any or all of the shares  covered by this Option must
              occur no later than the expiration  date provided for in Paragraph
              1 of this Agreement.

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         3.   Continued  Employment.  Except as may otherwise be provided by the
              Plan, this Option shall not be exercisable after:

              (a)    The  Optionee's  termination of employment for cause by the
                     Company. The term "cause" for this purpose shall mean:

                     (i)      The refusal of the Optionee to implement or adhere
                              to lawful  policies or  directives of the Board of
                              Directors of the Company;

                     (ii)     The  conviction  of the Optionee for  committing a
                              felony  under  federal law or the law of the state
                              in which such action occurred;

                     (iii)    Conduct which is in violation of Optionee's common
                              law duty of loyalty to the Company; or

                     (iv)     Fraudulent conduct in connection with the business
                              affairs of the Company, regardless of whether said
                              conduct  is  designed  to defraud  the  Company or
                              others.

                     The existence of cause shall be conclusively  determined by
                     the Board of Directors of the Company or its duly appointed
                     agent.

              (b)    The Optionee's  willful  termination of employment with the
                     Company  other than as provided  for in  sub-paragraph  (c)
                     which follows.

              (c)    The Option  expiration  date set forth in Paragraph 1, upon
                     the Optionee's  retirement  from the Company (as defined in
                     the Plan).

              (d)    The earlier of ninety days after the Company terminates the
                     Optionee's  employment for a reason other than for cause or
                     the expiration date set forth in Paragraph 1, provided that
                     this Option shall only be  exercisable to the extent of the
                     number  of  shares  purchasable  as  of  the  date  of  the
                     Optionee's  termination  of  employment  as provided  under
                     Paragraph 2 of this Agreement.

              (e)    The   earlier  of  one  year   following   the   Optionee's
                     termination  of employment  from the Company as a result of
                     disability  as defined in Section  22(e)(3)  of the Code or
                     the  expiration  date  set  forth  in  Paragraph  1 of this
                     Agreement,   provided   that  this  Option  shall  only  be
                     exercisable   to  the   extent  of  the  number  of  shares
                     purchasable as of the date of the Optionee's termination of
                     employment as provided under Paragraph 2 of this Agreement.

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              (f)    The  earlier of one year  following  the  Optionee's  death
                     while this Option is outstanding or the expiration date set
                     forth in Paragraph 1 of this Agreement,  provided that this
                     Option  shall  only be  exercisable  to the  extent  of the
                     number  of  shares  purchasable  as of the  earlier  of the
                     Optionee's  death or  termination  of  employment  from the
                     Company.

              For purposes of this  Agreement,  a change in status from employee
              to a consultant or advisor will not  constitute a  termination  of
              employment.  Nothing  contained in this Agreement  shall confer on
              the Optionee any right to continue in the employ of the Company or
              shall limit the Company's  rights to terminate the Optionee at any
              time,  provided,  however,  that nothing in this  Agreement  shall
              affect any other contractual  rights existing between the Optionee
              and the Company.

         4.   Purchase of Shares. From time to time, but only to the extent this
              Option is then  exercisable,  the Optionee may purchase  shares of
              Common Stock covered by this Option by delivering to the Company a
              signed notice of the Optionee's  election to purchase a designated
              number of shares. The aggregate purchase price of the shares shall
              be paid in full at the time of exercise by delivery to the Company
              of cash or check,  or if  permitted by the  Committee,  such other
              means as provided for under the Plan.

         5.   Leave of Absence. If the Optionee is officially granted a leave of
              absence for  illness,  military or  governmental  service or other
              reasons by the Company, for purposes of this Option, such leave of
              absence shall not be treated as termination of employment.

         6.   Transferability.   This  option  shall  not  be   transferable  or
              assignable  by the  Optionee  other  than by  will or the  laws of
              descent and distribution.

         7.   Right of Repurchase. The Company reserves the right to require the
              Optionee  to sell to it the  number  of  shares  acquired  through
              exercise of this  Option if,  either one year before or after such
              exercise, the Optionee has:

              (a)    Rendered  services for any organization or engaged directly
                     or  indirectly  in any business or activity  which,  in the
                     judgment  of the  Committee,  is in  competition  with  the
                     Company or is otherwise  prejudicial to or in conflict with
                     the best interests of the Company;

              (b)    Disclosed,  without  prior written  authorization  from the
                     Company,  other than in an  official  capacity as a part of
                     the  Optionee's   responsibilities  for  the  Company,  any
                     confidential  information  or  materials  relating  to  the
                     Company business;

              (c)    Violated any agreement with the Company  regarding  rights,
                     title and interest in any idea,  patentable or not, made or
                     conceived by the Optionee or by the Optionee and others, in
                     conjunction  with  Optionee's  employment  with the Company

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                     which  relates  to  the  actual  or  anticipated  business,
                     research, or development work of the Company; or

              (d)    Acted in any other manner  which is  otherwise  inimical to
                     the Company, as determined by the Committee.

              The  price  per  share  to be paid  by the  Company  for any  such
              repurchase  shall be the lower of the  exercise  price or the Fair
              Market Value on the date preceding such purchase.

         8.   Acceleration   of   Exercisability.   Notwithstanding   any  other
              provision of this  Agreement  establishing  the earliest date upon
              which the  Optionee  may  exercise  his or her  rights  under this
              Option:

              (a)    This Option shall become immediately exercisable in full as
                     of the date upon which occurs any of the following:

                     (i)      The Company  executes a  definitive  agreement  to
                              merge  or   consolidate   with  or  into   another
                              corporation  in  which  the  Company  is  not  the
                              surviving  corporation  and the  Common  Stock  is
                              converted   into  or   exchanged   for   stock  or
                              securities of any other corporation,  cash, or any
                              other thing of value; or

                     (ii)     The Company  executes a  definitive  agreement  to
                              sell or otherwise dispose of substantially all its
                              assets.

              (b)    This Option shall become  immediately  exercisable  in full
                     upon the Optionee's termination of employment on account of
                     retirement (as defined in the Plan).

         9.   Purchase for  Investment.  As a condition to the exercise in whole
              or in part of the Option  hereby  granted,  each  written  note of
              election shall include a representation  and warrant in writing to
              the  Company  that the shares  purchased  are being  acquired  for
              investment  and not  with a view  to the  distribution  or  resale
              thereof,  unless, at the time the Option is exercised, in whole or
              in part,  there is in effect under the Securities Act of 1933 (the
              "1933  Act")  a  registration  Statement  relating  to the  shares
              issuable  upon  exercise of this Option and available for delivery
              to the Optionee a prospectus  meeting the  requirements of Section
              10(a)(3) of the 1933 Act. No shares  shall be  purchased  upon the
              exercise  of this  Option  unless  and until  any then  applicable
              requirements   of  the  United  States   Securities  and  Exchange
              Commission,   any  state  having   jurisdiction   (and  any  other
              regulatory  agencies  having  jurisdiction),  and of any exchanges

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              upon which shares of the Common Stock may be listed or  regulatory
              bodies governing trading of the Common Stock shall have been fully
              complied with.

         10.  Tax  Withholding.  As  condition  to  delivery  by the  Company of
              certificates for shares purchased upon exercise of all or any part
              of this Option,  adequate provision, as determined by the Company,
              shall be made  for the  payment  required  by law to  satisfy  any
              federal, state or local tax withholding obligations. The Committee
              may  permit  shares  purchased  under  this  Option  to be used to
              satisfy such tax withholding obligations,  with such shares valued
              using the Fair  Market  Value on the date of  exercise;  provided,
              however,  that such share  withholding  shall be  mandated  if the
              Optionee is a person  subject to Section 16 of the 1934 Act at the
              time of exercise.

         11.  Transfer  Taxes.  The Company  shall at all times  during the term
              when this Option is  exercisable  reserve and keep  available such
              number of shares of Common Stock as will be  sufficient to satisfy
              the  requirements  of this  Agreement,  and shall pay all original
              issue and transfer  taxes upon  exercise with respect to the issue
              and transfer of shares and all other fees and expenses necessarily
              incurred by the Company in connection with such exercise.

         12.  Miscellaneous.  The  Agreement (a) shall be binding upon and inure
              to the  benefit  of any  successor  of the  Company;  (b) shall be
              governed by the laws of the State of Utah, and any applicable laws
              of The United States of America;  (c) may not be amended except in
              writing;   and  (d)  shall  in  no  way  affect   the   Optionee's
              participation  or benefits under any other plan or benefit program
              maintained or provided by the Company.  In the event of a conflict
              between this Agreement and the Plan, the Plan shall govern.

This Agreement has been executed by the undersigned:

Category 5 Technologies, Inc.                    Optionee


By:____________________________                  ______________________________
                                                 Tyler Thompson

Its:___________________________


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