Exhibit 10.4
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                  1994 AMENDED AND RESTATED STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


         Unless otherwise defined herein,  the terms defined in the 1994 Amended
and  Restated  Stock  Option Plan shall have the same  defined  meanings in this
Stock Option Agreement.

I. NOTICE OF STOCK OPTION GRANT

         Name:

         Address:

         The undersigned  Optionee has been granted an Option to purchase Common
Stock of the Company,  subject to the terms and  conditions of the Plan and this
Option Agreement, as follows:

         Date of Grant

         Vesting Commencement Date

         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:

         This Option shall be exercisable, in whole or in part, according to the
following vesting schedule:

         -----------------------------




         Notwithstanding the foregoing and anything contrary in the Plan, to the
extent the  successor  corporation  in a merger or Change in Control  refuses to
assume or substitute for this Option,  then the Optionee shall fully vest in and
have  the  right  to  exercise  this  Option  as to all of the  Optioned  Stock,
including Shares as to which it would not otherwise be vested or exercisable. If
this Option  becomes  fully  vested and  exercisable  in lieu of  assumption  or
substitution  in the event of a merger or Change in Control,  the  Administrator
shall notify the Optionee in writing or electronically that this Option shall be
fully  exercisable  for a period  of  fifteen  (15)  days  from the date of such
notice, and this Option shall terminate upon the expiration of such period.

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         Termination Period:

         This Option shall be  exercisable  for three (3) months after  Optionee
ceases to be a Service  Provider.  Upon  Optionee's  death or  Disability,  this
Option may be exercised for one (1) year after  Optionee  ceases to be a Service
Provider.   In  no  event  may   Optionee   exercise   this  Option   after  the
Term/Expiration Date as provided above.

II. AGREEMENT

         1. Grant of Option. The Plan Administrator of the Company hereby grants
to the Optionee  named in the Notice of Grant (the  "Optionee"),  an option (the
"Option") to purchase the number of Shares set forth in the Notice of Grant,  at
the  exercise  price per Share set forth in the Notice of Grant  (the  "Exercise
Price"),  and  subject  to the  terms  and  conditions  of the  Plan,  which  is
incorporated  herein by reference.  Subject to Section 14(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and this Option
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 as
defined in Section 422 of the Code. Nevertheless,  to the extent that it exceeds
the  $100,000  rule of Code  Section  422(d),  this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

         2. Exercise of Option.

         (a) Right to Exercise. This Option shall be exercisable during its term
in accordance with the Vesting  Schedule set out in the Notice of Grant and with
the applicable provisions of the Plan and this Option Agreement.

         (b) Method of Exercise. This Option shall be 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 with
respect to which the Option is being exercised,  and such other  representations
and agreements as may be required by 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 the aggregate  Exercise
Price.

         No Shares shall be issued  pursuant to the exercise of an Option unless
such issuance and such exercise  complies with  Applicable  Laws.  Assuming such
compliance,  for income tax purposes the Shares shall be considered  transferred
to the  Optionee on the date on which the Option is  exercised  with  respect to
such Shares.

         3.  Optionee's  Representations.  In the event the Shares have not been
registered under the Securities Act of 1933, as amended, at the time this Option
is exercised, the Optionee shall, if required by the Company,  concurrently with
the exercise of all or any portion of this Option, deliver to the Company his or
her Investment  Representation  Statement in the form attached hereto as Exhibit
B.

         4. Lock-Up  Period.  Optionee  hereby  agrees that  Optionee  shall not
offer,  pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell,  grant any option,  right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any

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Common  Stock (or  other  securities)  of the  Company  or enter  into any swap,
hedging or other arrangement that transfers to another, in whole or in part, any
of the  economic  consequences  of  ownership  of any  Common  Stock  (or  other
securities)  of the Company held by Optionee  (other than those  included in the
registration)  for a period specified by the  representative of the underwriters
of Common Stock (or other  securities)  of the Company not to exceed one hundred
eighty (180) days following the effective date of any registration  statement of
the Company filed under the Securities Act.

         Optionee agrees to execute and deliver such other  agreements as may be
reasonably requested by the Company or the underwriter which are consistent with
the  foregoing  or which  are  necessary  to give  further  effect  thereto.  In
addition,  if requested by the Company or the representative of the underwriters
of Common Stock (or other  securities)  of the Company,  Optionee shall provide,
within ten (10) days of such request, such information as may be required by the
Company or such  representative  in connection with the completion of any public
offering of the Company's securities pursuant to a registration  statement filed
under the Securities  Act. The  obligations  described in this Section shall not
apply to a registration relating solely to employee benefit plans on Form S-1 or
Form  S-8  or  similar  forms  that  may be  promulgated  in  the  future,  or a
registration relating solely to a Commission Rule 145 transaction on Form S-4 or
similar  forms that may be  promulgated  in the  future.  The Company may impose
stop-transfer  instructions with respect to the shares of Common Stock (or other
securities)  subject  to the  foregoing  restriction  until  the end of said one
hundred  eighty (180) day period.  Optionee  agrees that any  transferee  of the
Option or shares acquired pursuant to the Option shall be bound by this Section.

         5. 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 or check;

         (b)  consideration  received  by the  Company  under a formal  cashless
exercise program adopted by the Company in connection with the Plan; or

         (c) surrender of other Shares which, (i) in the case of Shares acquired
from the Company, either directly or indirectly, have been owned by the Optionee
for more  than six (6)  months  on the date of  surrender,  and (ii) have a Fair
Market Value on the date of surrender  equal to the aggregate  Exercise Price of
the Exercised Shares.

         6.  Restrictions  on Exercise.  This Option may not be exercised  until
such time as the Plan has been approved by the  shareholders of the Company,  or
if the  issuance of such  Shares upon such  exercise or the method of payment of
consideration  for such shares would  constitute  a violation of any  Applicable
Law.

         7. Non-Transferability of Option. This Option may not be transferred in
any manner  otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee.  The terms of
the  Plan  and this  Option  Agreement  shall  be  binding  upon the  executors,
administrators, heirs, successors and assigns of the Optionee.

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         8. Term of Option.  This Option may be  exercised  only within the term
set out in the Notice of Grant,  and may be  exercised  during such term only in
accordance with the Plan and the terms of this Option.

         9. Tax Obligations.

         (a) Withholding Taxes. Optionee agrees to make appropriate arrangements
with the Company (or the Parent or Subsidiary  employing or retaining  Optionee)
for the  satisfaction  of all  Federal,  state,  local and  foreign  income  and
employment  tax  withholding  requirements  applicable  to the Option  exercise.
Optionee  acknowledges  and  agrees  that the  Company  may  refuse to honor the
exercise  and  refuse to  deliver  Shares if such  withholding  amounts  are not
delivered at the time of exercise.

         (b) Notice of  Disqualifying  Disposition of ISO Shares.  If the Option
granted  to  Optionee  herein  is an ISO,  and if  Optionee  sells or  otherwise
disposes  of any of the  Shares  acquired  pursuant  to the ISO on or before the
later of (1) the date two years  after  the Date of  Grant,  or (2) the date one
year after the date of  exercise,  the  Optionee  shall  immediately  notify the
Company in writing of such  disposition.  Optionee  agrees that  Optionee may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized by the Optionee.

         10. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with  respect to the subject  matter  hereof and  supersede in their
entirety all prior  undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof,  and may not be modified  adversely to the
Optionee's  interest  except by means of a writing  signed  by the  Company  and
Optionee.  This agreement is governed by the internal  substantive  laws but not
the choice of law rules of New York.

         11. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES  PURSUANT TO THE  VESTING  SCHEDULE  HEREOF IS EARNED
ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH
THE  ACT  OF  BEING  HIRED,  BEING  GRANTED  THIS  OPTION  OR  ACQUIRING  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 A
SERVICE  PROVIDER FOR THE VESTING PERIOD,  FOR ANY PERIOD,  OR AT ALL, AND SHALL
NOT  INTERFERE  IN ANY WAY  WITH  OPTIONEE'S  RIGHT  OR THE  COMPANY'S  RIGHT TO
TERMINATE  OPTIONEE'S  RELATIONSHIP  AS A SERVICE  PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

         Optionee acknowledges receipt of a copy of the Plan and represents that
he or she is familiar with the terms and provisions thereof,  and hereby accepts
this Option  subject to all of the terms and  provisions  thereof.  Optionee has
reviewed the Plan and this Option in their  entirety,  has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Option  and  fully
understands  all provisions of the Option.  Optionee  hereby agrees to accept as
binding,   conclusive  and  final  all  decisions  or   interpretations  of  the
Administrator upon any questions arising under the Plan or this Option. Optionee
further  agrees to notify the Company upon any change in the  residence  address
indicated below.

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OPTIONEE                                             WELLSTONE FILTERS, INC.


Signature                                                     By


Print Name                                                    Title



Residence Address


                              SCHEDULE OF DETAILS


Name         number options        exercise price       issuance date

Jere Goyan       525,000            $.000476             01/2003
L. J. Hand    18,000,000            $.003                09/2004
S. Veasey      4,500,000            $.003                09/2004
Joel Hand      4,000,000            $.01                 01/2005
John Smart     4,800,000            $.0033               01/2003

all options are 100% vested


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