<PAGE>

                              EMPLOYMENT AGREEMENT

          THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated this 18th day of
October, 1999 is entered into by and between DBS Industries, Inc., a Delaware
corporation (the "Company") and Stanton C. Lawson. ("Employee"), in
consideration of the mutual promises and conditions made herein.

                                    ARTICLE I
                        EMPLOYMENT AND TERM OF EMPLOYMENT

          1.1. EMPLOYMENT AND TERM. The Company hereby employs Employee to
render full-time services to the Company on an exclusive basis, upon the terms
and conditions set forth below, from the date of this Agreement until the
employment relationship is terminated in accordance with the provisions of this
Agreement. This Agreement is for a term of three (3) years (the "Stated Term")
effective October 18, 1999, unless terminated earlier as provided for herein
(the "Employment Term").

          1.2. ACCEPTANCE. Employee hereby accepts employment with the Company
and agrees to devote his full-time attention and best efforts exclusively to
rendering the services described below. The Employee shall accept and follow the
direction and authority of the Company's President and Chief Executive Officer
in the performance of his duties, and shall comply with all existing and future
regulations applicable to employees of the Company and to the Company's
business.

                                   ARTICLE II
                               DUTIES OF EMPLOYEE

          2.1. GENERAL DUTIES. Employee shall serve as the Sr. Vice President of
Finance and Chief Financial Officer of the Company. In his capacity as Sr. Vice
President of Finance and Chief Financial Officer, Employee shall do and perform
all services, acts, or other things necessary or advisable to manage and conduct
the business of the Company, including, but not limited to, the supervision,
direction and control of the business and other employees of the Company,
subject to the policies and direction of the Board of Directors (the "Board")
and the President. Employee shall have all powers, duties and responsibilities
necessary to carry out his duties, and such other powers and duties as the Board
and President may prescribe.

          2.2. EXCLUSIVE SERVICES. It is understood and agreed that Employee may
not engage in any other business activity during the term of his employment
hereunder, whether or not for profit or other remuneration, without the prior
written consent of the Company. Further, Employee shall not directly or
indirectly acquire any stock or interest in any corporation, partnership, or
other business entity that competes, directly or indirectly, with the business
of the Company.


                                       1
<PAGE>

          2.3. REPORTING OBLIGATIONS. In connection with the performance of his
duties hereunder, unless otherwise instructed by the Company's Board, the
Employee shall report directly to the company's President and Chief Executive
Officer of the Company.

                                   ARTICLE III
                      COMPENSATION AND BENEFITS OF EMPLOYEE

          3.1. ANNUAL BASE SALARY. The Company shall pay Employee salary for the
services to be rendered by him during the term of this Agreement at the rate of
one hundred eighty thousand dollars ($180,000) annually (prorated for any
portion of a year), subject to increases, if any, as the Compensation Committee
of the Board may determine in its sole discretion after annual review of the
Employee's performance of his duties hereunder. Such base salary shall be
payable in periodic installments in accordance with the terms of the Company's
regular payroll practices in effect from time to time during the term of this
Agreement, but in no event less frequently than once each month.

          3.2. BONUSES. In addition to the base salary and other benefits
provided to Employee hereunder, Employee is eligible to receive bonuses based on
Company performance and Employee's attainment of objectives established by the
Compensation Committee of the Board annually. The Employee's total annual
compensation (exclusive of any stock options issued pursuant to Section 3.3)
shall not exceed three hundred percent (300%) of his annual base salary in any
given fiscal year.

          3.3. STOCK OPTIONS. Employee shall be granted stock options to
purchase 180,000 shares of DBSI's common stock at an exercise price determined
by the closing price of DBSI stock on October 7, 1999, at a discounted exercise
price of $1.0952 per share. The options are subject to vesting as follows:

<TABLE>
<CAPTION>
                                    SHARES                    VESTING DATE
                                    ------                    ------------
                                    <S>                       <C>
                                    60,000                    October 18, 1999
                                    60,000                    October 18, 2000
                                    60,000                    October 18, 2001
</TABLE>

In addition, the stock options are subject to (a) further terms and conditions
set forth herein and in Stock Option Agreement attached hereto as Exhibit A and
(b) the Employee's execution of the Stock Option Agreement and all documents
customarily required by the Company to effect the grant of the options.

          In connection with the Company's intention to file a registration
 statement to register shares of its common stock for an employee benefit plan
 on Form S-8, the Company shall also use its best efforts to register the common
 stock underlying the stock options granted to Employee pursuant to this Section
 3.3.

          3.4. EXPENSES. The Company shall pay or reimburse Employee for all
reasonable, ordinary and necessary business expenses actually incurred or paid
by the Employee in the performance of Employee's services under this Agreement
in


                                       2
<PAGE>

accordance with the expense reimbursement policies of the Company in effect from
time to time during the Employment Term, upon presentation of proper expense
statements or vouchers or such other written supporting documents as the Company
may reasonably require.

          3.5. VACATION. Employee shall be entitled to six (6) weeks paid
vacation for each calendar year (prorated for any portion of a year, as
applicable), such vacation to accrue at the rate of 2.5 days per month.
Notwithstanding anything to the contrary in this Agreement, vacation time shall
cease to accrue beyond eight (8) weeks at any given time during the Employment
Term.

          3.6. GENERAL EMPLOYMENT BENEFITS. Except where expressly provided for
herein, Employee shall be entitled to participate in, and to receive the
benefits under, any pension, health, life, accident and disability insurance
plans or programs and any other employee benefit or fringe benefit plans that
the Company makes available generally to its employees, as the same may be in
effect from time to time during the Employment Term.

          3.7. INDEMNIFICATION. The Company shall indemnify and hold Employee
harmless for any actions taken or decisions made by him in good faith while
performing services in his capacity as Sr. Vice President of Finance and Chief
Financial Officer of the Company during the Employment Term. The Company agrees
to indemnify and hold Employee harmless to the extent provided in an
indemnification agreement attached hereto as Exhibit B and incorporated herein
by reference.

                                   ARTICLE IV
                            TERMINATION OF EMPLOYMENT

          4.1. TERMINATION. This Agreement may be terminated earlier as provided
for in this Article IV, or extended by further written agreement of the parties.

          4.2. TERMINATION FOR CAUSE. The Company reserves the right to
terminate this Agreement for cause upon: (a) Employee's willful and continued
failure to substantially perform his duties with the Company (other than such
failure resulting from his incapacity due to physical or mental illness); (b)
Employee's willful engagement in gross misconduct as determined by the Board
which is materially and demonstrably injurious to the Company; or (c )
Employee's commission of a felony or an act of fraud against the Company or its
affiliates.

          Upon termination for cause, Employee shall not be entitled to any
severance benefits and all options which have not vested shall be cancelled.

          4.3. TERMINATION WITHOUT CAUSE. Notwithstanding anything to the
contrary in this Agreement, the Company reserves the right to terminate this
Agreement at any time without cause subject to the express terms and provisions
below.


                                       3
<PAGE>

          If Employee is terminated without cause, the Company agrees to pay
Employee upon termination the lump sum amount equal to his then base salary of
one year (less tax and other deductions required by law) so long as Employee
does not compete with the Company (in the manner described below) and complies
with the provisions of Article V.

          If Employee is terminated without cause, Employee shall be entitled to
full vesting of all options granted pursuant to this Agreement. The options must
be exercised within ten years after the date of such termination or such lesser
period specified in the option agreement (but in no event after the expiration
date of option).

          It is expressly intended by the parties that if the "does not compete"
provision of this Section 4.3 of the Agreement is found to be unenforceable, the
Company's obligation to pay Employee's remaining salary is conditioned upon
compliance with the provisions of Article V.

          For the purposes of this Agreement, the phrase "compete with the
Company," or the substantial equivalent thereof, means that Employee, either
alone or as a partner, member, director, employee, shareholder or agent of any
other business, or in any other individual or representative capacity, directly
or indirectly owns, manages, operates, controls, or participates in the
ownership, management, operation or control of, or works for or provides
consulting services to, or permits the use of his name by, or lends money to,
any business or activity which is or which becomes, at the time of the acts or
conduct in question, directly or indirectly competitive with the business of the
Company.

          4.4. VOLUNTARY TERMINATION BY EMPLOYEE. Notwithstanding anything to
the contrary in this Agreement, Employee may terminate this Agreement at any
time upon sixty (60) days written notice to the Company.

          If Employee voluntarily terminates employment, Employee shall not be
entitled to any severance benefits and all options which have not vested shall
be cancelled.

          4.5. DISABILITY. If Employee becomes permanently and totally disabled,
this Agreement shall be terminated. Employee shall be deemed permanently and
totally disabled if he is unable to engage in the activities required by this
Agreement by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 3 months. Upon termination due
to disability, any further compensation and effect on any unvested options will
be treated as terminated without cause pursuant to Section 4.3.

          4.6. DEATH. If Employee dies during the term of this Agreement, this
Agreement shall be terminated on the last day of the calendar month of his death
subject to the express terms and provisions below.

          Upon death all unvested options shall be vested as of the date of
death and may be exercised by the designated beneficiary, as provided in Section
6.8 below, the estate or


                                       4
<PAGE>

Employee's personal representative in whole or in part at any time within ten
(10) years after the date of death or such lesser period specified in the option
agreement (in no event after the expiration date of option).

          Company shall provide Employee with life insurance, at Company's
expense, in an amount equal to two times the Employee's annual salary.

          4.7. EFFECT OF TERMINATION. Except as expressly provided for in this
Agreement, the termination of employment shall not excuse any obligation that
accrued prior to termination, nor shall termination excuse the performance of
any obligation which is required or to be performed after termination. Any such
obligation shall survive the termination of employment and this Agreement.

                                    ARTICLE V
                    COVENANTS AND REPRESENTATIONS OF EMPLOYEE

          5.1. UNFAIR COMPETITION. Employee acknowledges that he will have
access at the highest level to, and the opportunity to acquire knowledge of, the
Company's customer lists, customer needs, business plans, trade secrets and
other confidential and proprietary information from which the Company may derive
economic or competitive advantage, and that he is entering into the covenants
and representations in this Article V in order to preserve the goodwill and
going concern value of the Company, and to induce the Company to enter into this
Agreement. Employee agrees not to engage in any unfair competition with
Employer, but not limited to the acts and conducts described.

          5.2. CONFIDENTIAL INFORMATION. During the Employment Term and at all
times thereafter, the Employee agrees to keep secret and to retain in the
strictest confidence all confidential matters which relate to the Company or any
of its "affiliates" (as that term is defined in the Exchange Act, of 1934, as
amended ("the Exchange Act"), including, without limitation, customer lists,
client lists, trade secrets, pricing lists, business plans, financial
projections and reports, business strategies, internal operating procedures, and
other confidential business information from which the Company derives an
economic or competitive advantage, or from which the Company might derive such
advantage in its business, whether or not labeled "secret" or "confidential,"
and not to disclose any such information to anyone outside of the Company,
whether during or after the Employment Term, except as required in connection
with performing the services to the Company.

         5.3. NON-SOLICITATION OF CUSTOMERS. During the Employment Term,
Employee will have access to confidential records and data pertaining to the
Company's customers, their needs, and the relationship between the Company and
its customers. Such information is considered secret and is disclosed during the
Employment Term in confidence. Accordingly, during the Employment Term, Employee
and any entity controlled by him or with which he is associated (as the terms
"control" and "associate" are defined in the Exchange Act) shall not, directly
or indirectly (i) solicit for a competitive purpose, interfere with, induce or
entice away any person or entity that is or was a client, customer or agent of
the Company or its affiliates (as the term "affiliate" is


                                       5
<PAGE>

defined in the Exchange. Act), or (ii) in any manner persuade or attempt to
persuade any such person or entity (A) to discontinue its business relationship
with the Company or its affiliates, or (B) to enter into a business relationship
with any other entity or person the loss of which Employee should reasonably
anticipate would be detrimental to the Company or its affiliates in any respect.

         5.4. NON-SOLICITATION OF OTHER EMPLOYEES. Employee and any entity
controlled by him or with which he is, associated (as the terms "control" and
"associate" are defined in the Exchange Act) shall not, during the Employment
Term, directly or indirectly solicit, interfere with, offer to hire or induce
any person who is or was an officer or employee of the Company or any affiliate
(as the term "affiliate" is defined in the Exchange Act) to discontinue his or
her relationship with the Company or an affiliate of the Company, in order to
accept employment by, or enter into a business relationship with, any other
entity or person. These acts are hereinafter referred to as the "prohibited acts
of solicitation."

          5.5. RETURN OF PROPERTY. Upon termination of employment, and at the
request of the Company otherwise, the Employee agrees to promptly deliver to the
Company all Company or affiliate memoranda, notes, records, reports, manuals,
drawings, designs, computer files in any media, and other documents (including
extracts and copies thereof) relating to the Company or its affiliate, and all
other property of the Company.

          5.6. INVENTIONS. All processes, inventions, patents, copyrights,
trademarks, and other intangible rights that may be conceived or developed by
the Employee, either alone or with others, during the Employment Term, whether
or not conceived or developed during Employee's working hours, and with respect
to which the equipment, supplies, facilities or trade secret information of the
Company was used, or that relate at the time of conception or reduction to
practice of the invention to the business of the Company or to the Company's
actual or demonstrably anticipated research or development, or that result from
any work performed by Employee for the Company, shall be the sole property of
the Employer. Employee shall disclose to the Company all inventions or ideas
conceived during the Employment Term, whether or not the property of Employer
under the terms of this provision, provided that such disclosure shall be
received by the Company in confidence. Employee shall execute all documents,
including patent applications and assignments, required by the Company to
establish the Company's rights under this provision.

          5.7. REPRESENTATIONS. The Employee represents and warrants to the
Company that he has full power to enter into this Agreement and perform his
duties hereunder, and that his execution and delivery of this Agreement and the
performance of his duties shall not result in a breach of, or constitute a
default under, any agreement or understanding, whether oral or written,
including, without limitation, any restrictive covenant or confidentiality
agreement, to which he is a party or by which he may be bound.

         5.8. NON-PAYMENT UPON NON-COMPLIANCE. Should Employee breach any one of
the covenants set forth in this Article V, the Company shall have no obligation
to make


                                       6
<PAGE>

the payments or to provide Employee the benefits described in sections 4.3 or
4.4 above, as applicable, in addition to all other rights and remedies the
Company may have available at law or in equity. The Company shall provide
written notice to Employee, ten (10) days prior to an expected payment, of the
breach of a covenant and the ensuing nonpayment thereof; provided, however, that
if the Company learns of the breach without sufficient time to provide ten (10)
days notice, the Company shall provide written notice as SOON thereafter as
practicable.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

          6.1. NOTICES. All notices to be given by either party to the other
shall be in writing and may be transmitted by personal delivery, facsimile
transmission, overnight courier or mail, registered or certified, postage
prepaid with return receipt requested; PROVIDED, HOWEVER, that notices of change
of address or telex or facsimile number shall be effective only upon actual
receipt by the other party. Notices shall be delivered at the following
addresses, unless changed as provided for herein.

 To the Employee:

         Stanton C. Lawson
         1702 Champagne Place
         Petaluma, CA 94954

 To the Company:

         DBS Industries, Inc.
         100 Shoreline Highway, Suite 190A
         Mill Valley, CA 94941

          6.2. NO ASSIGNMENT. This Agreement, and the rights and obligations of
the parties, may not be assigned by either party without the prior written
consent of the other party.

          6.3. APPLICABLE LAW. This Agreement and the relationships of the
 parties in connection with the subject matter of this Agreement shall be
 governed by, and construed under, the laws of the State of California.

         6.4. ENTIRE AGREEMENT. This Agreement and the Exhibits to this
Agreement supersede any and all other agreements or understandings of the
parties, either oral or written, with respect to this employment of Employee by
the Company, and contains the complete and final agreement and understanding of
the parties with respect thereto. Employee acknowledges that no representation,
inducements, promises, or agreements, oral or otherwise, have been made by the
Company or any of its officers, directors, employees or agents, which are not
expressed herein, and that no other agreement shall be valid or binding on the
Company.


                                       7
<PAGE>

          6.5. WITHHOLDING TAXES. All amounts payable under this Agreement,
whether such payment is to be made in cash or other property, including without
limitation stock of the Company, shall be subject to withholding for Federal,
state and local income taxes, employment and payroll taxes, and other legally
required withholding taxes and contributions to the extent appropriate in the
determination of the Company, and the Employee agrees to report all such amounts
as ordinary income on his personal income tax returns and for all other
purposes, as called for.

          At the election of Employee, Employee shall have the right to sell to
the Company any vested stock options (at the then fair market value of the
common stock less the exercise price) in order to meet any withholding
requirements.

          6.6. SEVERABILITY. If any provision of this Agreement is held to be
invalid or unenforceable by any judgment of a tribunal of competent
jurisdiction, the remaining provisions and terms of this Agreement shall not be
affected by such judgment, and this Agreement shall be carried out as nearly as
possible according to its original terms and intent and, to the full extent
permitted by law, any provision or restrictions found to be invalid shall be
amended with such modifications as may be necessary to cure such invalidity, and
such restrictions shall apply as so modified, or if such provisions cannot be
amended, they shall be deemed severable from the remaining provisions and the
remaining provisions shall be fully enforceable in accordance with law.

          6.7. EFFECT OF WAIVER. The failure of either party to insist on strict
 compliance with any provision of this Agreement by the other party shall not be
 deemed a waiver of such of such provision, or a relinquishment of any right
 thereunder, or to affect either the validity of this Agreement, and shall not
 prevent enforcement of such provision, or any similar provision, at any time.

          6.8. DESIGNATION OF BENEFICIARY. If the Employee shall die before
receipt of all payments and benefits to which he is entitled under this
Agreement, payment of such amounts or benefits in the manner provided herein
shall be made to such beneficiary as he shall have designated in writing filed
with the Secretary of the Company or, in the absence of such designation, to his
estate or personal representative.

          6.9. ARBITRATION. Any controversy between Employer and Employee
involving the construction or application of any of the terms, provisions, or
conditions of this Agreement shall be submitted to arbitration. Arbitration
shall comply with and be governed by the provisions of the American Arbitration
Association.

          6.10. ATTORNEYS FEES. In the event of any litigation arising out of
this Agreement, or the parties' performance as outlined herein, the prevailing
party shall be entitled to an award of costs, including an award of reasonable
attorney's fees.


                                       8
<PAGE>

          6.11. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when taken together shall constitute one and the
same instrument.

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

 EMPLOYER:                                       DBS INDUSTRIES, INC.

                                              BY:
                                                 ---------------------------
                                                 Fred W. Thompson, President

 EMPLOYEE:
                                                 ---------------------------
                                                 Stanton C. Lawson


                                       9
<PAGE>

                                    EXHIBIT A

                                                  DATE OF GRANT: OCTOBER 7, 1999
                                                                ----------------

                              DBS INDUSTRIES, INC.
                             STOCK OPTION AGREEMENT

         THIS AGREEMENT is made by and between DBS Industries, a Delaware
corporation (the "Company") and Stanton C. Lawson ("Optionee"), effective as of
October 7, 1999, contingent upon commencement of employment at the Company by
Optionee.

          In consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1. GRANT OF OPTION. The Company hereby grants to Optionee, in the manner and
subject to the conditions hereinafter provided, the right, privilege and option
to purchase (the "Option") an aggregate of one hundred eighty thousand (180,000)
shares of the Company's Common Stock, par value $.0004, (the "Shares").

2. TERM OF OPTION. Subject to the terms, conditions, and restrictions set forth
herein, the term of this Option shall be ten (10) years from the date of grant
(the "Expiration Date"). Any portion of this Option not exercised prior to the
Expiration Date shall thereupon become null and void.

3. EXERCISE OF OPTION.

          3.1. VESTING OF OPTION. This Option, shall become exercisable as
follows:

<TABLE>
<CAPTION>
              NUMBER OF SHARES                VESTING DATE

<S>               <C>                     <C>
                  60,000                  October 18, 1999
                  60,000                  October 18, 2000
                  60,000                  October 18, 2001
</TABLE>

         Each of the foregoing dates shall be referred to as a "Vesting Date"
for that portion of this Option vested on such date ("Vested Portion").

         All or any portion of the shares underlying a Vested Portion of this
Option may be purchased during the term of this Option, but not as to less than
1,000 shares (unless the remaining shares then constituting the Vested Portion
of this Option is less than 1,000 shares) at any time.


                                       10
<PAGE>

          3.2. MANNER OF EXERCISE. The Vested Portion of this Option may be
exercised from time to time, in whole or in part, by presentation of a Request
to Exercise Form, substantially in the form attached hereto, to the Company at
its principal office, which Form must be duly executed by Optionee and
accompanied by payment, in cash, cash equivalent or form of obligation
acceptable to the Company, in the aggregate amount of the Exercise Price (as
defined below), multiplied by the number of Shares the Optionee is purchasing at
such time, subject to reduction for withholding for tax obligations as provided
in Section 13.

          Upon receipt and acceptance by the Company of such Form accompanied by
the payment specified, the Optionee shall be deemed to be the record owner of
the Shares purchased, notwithstanding that the stock transfer books of the
Company may then be closed or that certificates representing the Shares
purchased under this Option may not then be actually delivered to the Optionee.

          3.3. EXERCISE PRICE. The exercise price (the "Exercise Price") payable
upon exercise of this Option shall be determined by the closing price of DBSI
stock on October 7, 1999, at a discounted exercise price of $1.0952 per share.

4.       EXERCISE AFTER CERTAIN EVENTS.

          4.1. TERMINATION OF EMPLOYMENT. If for any reason other than permanent
and total disability (as defined below) or death an Optionee ceases to be
employed by or to be a consultant or director of the Company, or a Subsidiary,
the Options shall be treated as follows:

                    a. TERMINATION FOR CAUSE: If Optionee is terminated for
cause, all options vested as of the date of termination may be exercised, in
whole or in part, at anytime within ten (10) years after the date of termination
or such lesser period specified in the Option Agreement. All unvested options
shall be cancelled.

                    b. TERMINATION WITHOUT CAUSE: If Optionee is terminated
without cause, all options shall immediately vest as of the date of termination
and may be exercised, in whole or in part, at any time within ten (10) years
after the date of termination or such lesser period specified in the Option
Agreement (in no event after the expiration date of the Option).

          4.2. PERMANENT DISABILITY AND DEATH. If an Optionee becomes
permanently and totally disabled (within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended), or dies while employed by the
Company, or while acting as an officer, consultant or director of the Company,
or a Subsidiary, (or, if the Optionee dies within the period that the Option
remains exercisable after termination of employment or affiliation), Options
then held (to the extent then exercisable) may be exercised by the Optionee, the
Optionee's personal representative, or by the person to whom the Option is
transferred by will or the laws of descent and distribution, in whole or in
part, at any time


                                       11
<PAGE>

within ten (10) years after the disability or death (but in no event after the
expiration date of the Option).

5. RESTRICTIONS ON TRANSFER OF OPTION. This Option is not transferable by
Optionee other than by will or the laws of descent and distribution or if the
Company's consent to a transfer, which consent will not unreasonably be
withheld.

6. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. The existence of this Option shall
not affect the Company's right to effect adjustments, recapitalizations,
reorganizations or other changes in its or any other corporation's capital
structure or business, any merger or consolidation, any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Shares, the dissolution or liquidation of the Company's or any other
corporation's assets or business or any other corporate act whether similar to
the events described above or otherwise. If the outstanding shares of the
Company's Common Stock are increased or decreased in number or changed into or
exchanged for a different number or kind of securities of the Company or any
other corporation by reason of a recapitalization, reclassification, stock
split, reverse stock split, combination of shares, stock dividend or other
similar event, an appropriate adjustment of the number and kind of securities
with respect to which this Option may be exercised and the exercise price at
which this Option may be exercised will be made.

7. DISSOLUTION, LIQUIDATION, MERGER.

          7.1. COMPANY NOT THE SURVIVOR. In the event of a dissolution or
liquidation of the Company, a merger, consolidation, combination or
reorganization in which the Company is not the surviving corporation, or a sale
of substantially all of the assets of the Company (as determined in the sole
discretion of the Board of Directors), the Administrator, in its absolute
discretion, may cancel each outstanding Option upon payment in cash to the
Optionee of the amount by which any cash and the fair market value of any other
property which the Optionee would have received as consideration for the shares
of Stock covered by the Option if the Option had been exercised before such
liquidation, dissolution, merger, consolidation or sale exceeds the exercise
price of the Option. In addition to the foregoing, in the event of a dissolution
or liquidation of the Company, or a merger consolidation, combination or
reorganization, in which the Company is not the surviving corporation, the
Administrator, in its absolute discretion, may accelerate the time within which
each outstanding Option may be exercised.

          7.2. COMPANY IS THE SURVIVOR. In the event of a merger, consolidation,
combination or reorganization in which the Company is the surviving corporation,
the Board of Directors shall determine the appropriate adjustment of the number
and kind of securities with respect to which outstanding Options may be
exercised, and the exercise price at which outstanding Options may be exercised.
The Board of Directors shall determine, in its sole and absolute discretion,
when the Company shall be deemed to survive for purposes of this Plan.


                                       12
<PAGE>

8. RESERVATION OF SHARES. The Company agrees that prior to the earlier of the
expiration of this Option or the exercise and purchase of the total in number of
Shares represented by this Option, there shall be reserved for issuance and
delivery upon exercise of this Option such number of the Company's authorized
and unissued Shares as shall be necessary to satisfy the terms and conditions of
this Agreement. However, see Section 15 with respect to the Company's obligation
to comply with the securities laws.

9. NO RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a shareholder
with respect to any Shares covered by this Option unless the Optionee shall have
exercised this Option, and then only with respect to the shares underlying the
portion of the Option exercised. The Optionee shall have no right to vote any
Shares, or to receive distributions of dividends or any assets or proceeds from
the sale of Company assets upon liquidation until Optionee has effectively
exercised this Option and fully paid for such Shares. Subject to Section 6, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date title to the Shares has been acquired by the Optionee.

10. NO RIGHTS TO EMPLOYMENT OR CONTINUED EMPLOYMENT. The grant of this Option
shall in no way be construed so as to confer on Optionee the rights to
employment or continued employment by the Company.

11. SUSPENSION AND TERMINATION. In the event the Board or the Administrator
reasonably believes that the Optionee has committed an act of misconduct
specified below, the Administrator may suspend the Optionee's right to exercise
any Option pending final determination by the Board or the Administrator, which
final determination shall be made within five (5) business days of such
suspension. If the Administrator determines that an Optionee has committed an
act of embezzlement, fraud, breach of fiduciary duty or deliberate disregard of
the Company rules resulting in loss, damage or injury to the Company, or if an
Optionee makes an unauthorized disclosure of any Company trade secret or
confidential information, engages in any conduct constituting unfair
competition, induces any Company customer to breach a contract with the Company
or induces any principal for whom the Company acts as agent to terminate such
agency relationship, neither the Optionee nor his estate shall be entitled to
exercise any Option hereunder. In making such determination, the Board or the
Administrator shall act fairly and in good faith and shall give the Optionee an
opportunity to appear and present evidence on the Optionee's behalf.

12. PARTICIPATION IN OTHER OPTION PLANS. The grant of this Option shall not
prevent Optionee from participating or being granted other options in the same
or other plans provided, however, that the Optionee meets the eligibility
requirements, and such participation or grant does not prevent the other plan
from meeting the requirements of the Internal Revenue Code of 1986, as amended.

13. PAYMENT OF TAXES. The Optionee shall pay the Company in cash all local,
state and federal withholding taxes applicable, in the Administrator's absolute
discretion, to the grant or exercise of this Option, or the transfer or other
disposition of Shares acquired


                                       13
<PAGE>

upon exercise of this Option. Any such payment must be made promptly when the
amount of such obligation becomes determinable.

          At the election of Employee, Employer shall have the right to sell to
the Company any vested stock options (at the fair market value of the common
stock less the exercise price) in order to meet any withholding requirements.

14. ISSUE AND TRANSFER TAX. The Company will pay all issuance taxes, if any,
attributable to the initial issuance of Shares upon the exercise of the Option;
provided, however, that the Company shall not be required to pay any tax or
taxes which may be payable in respect of any transfer involved in the issue or
delivery of any certificates for Shares in a name other than that of the
Optionee.

15. COMPLIANCE WITH SECURITIES LAWS. The Company shall not be obligated to issue
any Shares upon exercise of this Option unless such Shares are at that time
effectively registered or exempt from registration under the federal securities
laws and the offer and sale of the Shares are otherwise in compliance with all
applicable securities laws. The Company intends to register the Shares under the
federal securities laws and to take whatever other steps may be necessary to
enable the Shares to be offered and sold under federal or other securities laws.
Upon exercising all or any portion of this Option, an Optionee may be required
to furnish representations or undertakings deemed appropriate by the Company to
enable the offer and sale of the Shares or subsequent transfers of any interest
in such Shares to comply with applicable securities laws. Evidences of ownership
of Shares acquired upon exercise of this Option shall bear any legend required
by, or useful for purposes of compliance with, applicable securities laws or
this Agreement.

16. ARBITRATION. Any controversy, dispute or claim arising out of or relating to
this Option which cannot be amicably settled including, but not limited to, the
suspension or termination of Optionee's right in accordance with Section 11
above, shall be settled by arbitration conducted in San Francisco County or such
other mutually agreed upon location. Said arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association at a time and place within the above-referenced location as selected
by the arbitrator(s).

          16.1. INITIATION OF ARBITRATION. After seven (7) days prior written
notice to the other, either party hereto may formally initiate arbitration under
this Agreement by filing a written request therefor, and paying the appropriate
filing fees, if any.

          16.2. HEARING AND DETERMINATION DATES. The hearing before the
arbitrator shall occur within thirty (30) days from the date the matter is
submitted to arbitration. Further, a determination by the arbitrator shall be
made within forty-five (45) days from the date the matter is submitted to
arbitration. Thereafter, the arbitrator shall have fifteen (15) days to provide
the parties with his or her decision in writing. However, any failure to meet
the deadlines in this section will not affect the validity of any decision or
award.


                                       14
<PAGE>

          16.3. BINDING NATURE OF DECISION. The decision of the arbitrator shall
be binding on the parties. Judgment thereon shall be entered in a court of
competent jurisdiction.

          16.4. INJUNCTIVE ACTIONS. Nothing herein contained shall bar the right
of either party to seek to obtain injunctive relief or other provisional
remedies against threatened or actual conduct that will cause loss or damages
under the usual equity rules including the applicable rules for obtaining
preliminary injunctions and other provisional remedies.

          16.5. COSTS. The cost of arbitration, including the fees of the
arbitrator, shall initially be borne equally by the parties; provided, the
prevailing party (as determined by the arbitrator in accordance with California
Code of Civil Procedure Section 1032) shall be entitled to recover such costs,
in addition to attorneys' fees and other costs, in accordance with Section 19 of
this Agreement.

17. NOTICES. All notices to be given by either party to the other shall be in
writing and may be transmitted by personal delivery, facsimile transmission,
overnight courier or mail, registered or certified, postage prepaid with return
receipt requested; PROVIDED, HOWEVER, that notices of change of address or telex
or facsimile number shall be effective only upon actual receipt by the other
party. Notices shall be delivered at the following addresses, unless changed as
provided for herein.

 To the Optionee:

                  Stanton C. Lawson
                  1702 Champagne Place
                  Petaluma, CA 94954

 To the Company:

                    DBS Industries, Inc.
                    100 Shoreline Highway, Suite 190A
                    Mill Valley, CA  9

18. APPLICABLE LAW. This Option and the relationship of the parties in
connection with its subject matter shall be governed by, and construed under,
the laws of the State of California.

19. ATTORNEYS FEES. In the event of any litigation, arbitration, or other
proceeding arising out of this Option the prevailing party shall be entitled to
an award of costs, including an award of reasonable attorneys' fees. Any
judgment, order, or award entered in any such proceeding shall designate a
specific sum as such an award of attorney's fees and costs incurred. This
attorneys' fee provision is intended to be severable from the other provisions
of this Agreement, shall survive any judgment or order entered in any proceeding
and shall not be deemed merged into any such judgment or order, so that such
further fees and costs as may be incurred in the enforcement of an award or
judgment or


                                       15
<PAGE>

in defending it on appeal shall likewise be recoverable by further order of a
court or panel or in a separate action as may be appropriate.

20. BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their respective heirs, executors, and successors.

21. COUNTERPARTS. This Option may be executed in one or more counterparts, each
of which when taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Option Agreement has been executed as of this 18th day
of October, 1999, at Mill Valley, California.

 THE COMPANY:                                   DBS Industries, Inc.

                                           By:
                                              -------------------------------
                                              Fred W. Thompson, President

 OPTIONEE
                                              -------------------------------
                                              Stanton C. Lawson


                                       16
<PAGE>

                            REQUEST TO EXERCISE FORM

                                                          Dated:________________

         The undersigned hereby irrevocably elects to exercise all or part, as
specified below, of the Vested Portion of the option ("Option") granted to him
pursuant to a certain stock option agreement ("Agreement") effective
________________, between the undersigned and DBS Industries, Inc. (the
"Company") to purchase an aggregate of __________________________ shares of the
Company's Common Stock, par value $ ______________, (the "Shares").

The undersigned hereby tenders cash, cash equivalent or a promissory note in
a form acceptable by the Company in the amount of $ ______________ per share
multiplied by ___, the number of Shares he is purchasing at this time, for a
total of $ ____________________, which constitutes full payment of the total
Exercise Price thereof.

                                            INSTRUCTIONS FOR REGISTRATION
                                            OF SHARES IN COMPANY'S TRANSFER
                                            BOOKS

                                    Name:_______________________________________
                                    (Please typewrite or print in block letters)

                                    Address:____________________________________

                                    Signature:__________________________________

 Accepted by DBS Industries, Inc.:

 By:_________________________________

 Name:_______________________________

 Title:______________________________


                                       17
<PAGE>

                                    EXHIBIT B

                             AGREEMENT TO INDEMNIFY
                                STANTON C. LAWSON
                                       BY
                              DBS INDUSTRIES, INC.
                             A DELAWARE CORPORATION


                                       18
<PAGE>
                    AGREEMENT TO INDEMNIFY STANTON C. LAWSON

                                       BY

                              DBS INDUSTRIES, INC.

          THIS AGREEMENT is executed this 18th day of October 1999, by and
between DBS INDUSTRIES, INC., a Delaware corporation (hereinafter referred to as
"Corporation"), and Stanton C. Lawson (hereinafter referred to as "Indemnitee").

          WHEREAS, Indemnitee has agreed to serve or continue to serve, as an
officer, director or key employee of the corporation or its subsidiary; and

          WHEREAS, as an inducement for indemnitee to serve, or continue serving
as an employee of the Corporation, the Corporation desires to provide its
employees with indemnification to the greatest extent permissible under the law.

          NOW THEREFORE, in consideration for the mutual promises, conditions,
and forebearances contained herein, and as an inducement for the Indemnitee's
continued service as an officer and director, the parties agree as follows:

1.       DEFINITIONS.

         a.       "Expenses" shall mean any:

                  (1) With respect to any Indemnifiable Event, any expense,
liability, lien, cost, assessment, penalty, damage, tax, demand, or loss,
including attorneys' fees, judgments, fines, ERISA excise taxes and penalties,
and amounts paid or to be paid in settlement thereof;

                  (2) Any interest, assessments, or other charges imposed on any
of the items in part (1) above;

                  (3) Any federal, state, or local taxes and/or penalties
imposed as a result of the actual or deemed receipt of any payments under this
Agreement, and any Expense paid or incurred in connection with investigating,
defending, being a witness in, or participating in (including on appeal), or
preparing for any of the foregoing in, any Proceeding relating to any
Indemnifiable Event; and

                  (4) All claims, demands, losses, costs, expenses, obligations,
liabilities, damages, recoveries and deficiencies, including interest, penalties
and reasonable attorneys' fees that Indemnitee shall incur or suffer, which
arise, result from, or relate to any breach or inaccuracy of any of the
representations and warranties of Corporation or the failure of Corporation to
perform any of its covenants, agreements or obligations


                                       19
<PAGE>

contained in this Agreement or in any instrument or other document delivered
hereunder or in connection herewith.

         b. "Indemnifiable Event" shall mean any event or occurrence that takes
place either before or after execution of this Agreement that is related to:

                  (1) The fact that Indemnitee is or was a director, officer,
employee or agent of Corporation, or while a director, officer or agent is or
was serving at the request of Corporation as a director, officer, employee,
trustee, agent, or fiduciary of another corporation, partnership, joint venture,
employment benefit plan, trust or other enterprise; or

                  (2) Anything done or not done by Indemnitee in any such
capacity, whether or not the basis of the Proceeding is an alleged action in an
official capacity as a director, officer, employee, or agent, or in any other
capacity while serving as a director, officer or agent of Corporation.

          c. "Proceeding" shall mean any threatened, pending, or completed
action, claim, demand, suit, arbitration or proceeding, or any claim, demand,
inquiry, hearing, or investigation, whether conducted by Corporation or any
other party, that Indemnitee in good faith believes might lead to the
institution of any such action, suit, arbitration or proceeding, whether civil,
criminal, in equity, administrative, investigative or other.

2. INDEMNIFICATION OF INDEMNITEE. In the event Indemnitee was, is, or becomes a
participant in, or is threatened to be made a participant in, a Proceeding by
reason of (or arising in part out of) an Indemnifiable Event, Corporation shall
indemnify Indemnitee from and against any and all Expenses to the fullest extent
permitted by law, as the same exists or may hereafter be amended or interpreted
(but in the case of any such amendment or interpretation, only to the extent
that such amendment or interpretation permits corporation to provide broader
indemnification rights than were permitted prior thereto). Corporation's
obligation to indemnify Indemnitee shall apply whether or not there is any
allegation that Indemnitee was acting beyond or outside his scope of authority
as an officer, director or agent of Corporation. It is intended that this
covenant of indemnification shall be construed as broadly as possible to include
any claim, action, suit, proceeding or arbitration against Indemnitee without
regard to whether or not Indemnitee was at fault.

3. PAYMENT OF EXPENSES.

         a. If so requested by Indemnitee, Corporation shall from time to time,
within ten (10) business days of such request, advance up to Fifty Thousand
Dollars ($50,000) in expenses to Indemnitee ("Expense Advance") for the purpose
of paying legal retainers and deposits against anticipated Expenses. The
provisions of this Section shall not in any way limit Corporation's obligation
to indemnify Indemnitee.

         b. The Corporation shall promptly pay Indemnitee's Expenses reasonably
incurred within thirty (30) days from Indemnitee's tender of invoices reflecting
such Expenses.


                                       20
<PAGE>

         c. If Corporation fails to pay any such Expenses within thirty (30)
days, Corporation shall pay to Indemnitee a late fee of one and one-half percent
(1-1/2%) per month or part thereof until all such expenses are paid in full, in
addition to all other damage suffered by Indemnitee.

         d. To the extent it is ultimately found that Indemnitee is not entitled
to indemnification under the terms of this Agreement, Corporation shall be
entitled to be reimbursed by Indemnitee for all such amounts (the "Reimbursed
Amounts"), and Indemnitee hereby agrees to reimburse corporation promptly for
the same. Indemnitee's obligation to reimburse Corporation for the Reimbursed
Amounts shall be unsecured and no interest shall be charged thereon.

4. NOTICE AND OPPORTUNITV TO DEFEND. Indemnitee shall receive indemnification
from corporation in accordance with this Agreement as soon as practicable after
Indemnitee has made written demand on Corporation for indemnification. If any
Proceeding is initiated, or any claim or demand is made, against Indemnitee with
respect to an Indemnifiable Event, then the Indemnitee shall give prompt written
notice of such Proceeding to Corporation. Corporation shall, at its own expense
and with its own counsel, if Indemnitee so chooses, defend or settle such
Proceeding; provided, however, that: i) Corporation shall keep Indemnitee
informed of all material developments and events relating to such Proceeding;
ii) Indemnitee shall have the right to participate, at his/her own expense,
provided that Indemnitee has requested that Corporation defend Indemnitee, in
the defense of such Proceeding, and shall cooperate as reasonably requested by
Corporation in the defense thereof; and iii) Corporation shall not settle such
Proceeding without the prior written consent of Indemnitee, which consent shall
not be unreasonably withheld. If Corporation defends Indemnitee under a
reservation of rights with respect to any Proceeding, under such circumstances,
the rights, duties and obligations of the parties and counsel shall be governed
by SAN DIEGO FEDERAL CREDIT UNION V. CUMIS INSURANCE SOCIETY, INC. (1984) 162
Cal.App.3d 358 and California Civil Code Section 2778 and Corporation shall
provide to Indemnitee separate counsel paid for by Corporation.

5. PARTIAL INDEMNIFICATION. If Indemnitee is entitled under any provision of
this Agreement to indemnification by Corporation for a portion of Expenses, but
not for the total amount of Expenses, Corporation shall indemnify Indemnitee for
the portion to which Indemnitee is entitled.

6. LIMITATION ON CORPORATION. Corporation shall not settle any Proceeding in any
manner that would impose any penalty or limitation on Indemnitee without
Indemnitee's written consent. Indemnitee will not unreasonably withhold consent
to a proposed settlement.

7. LIMITATION ON INDEMNITEE. Indemnitee shall not settle any Proceeding in any
manner that would impose any penalty or limitation on Corporation without


                                       21
<PAGE>

Corporation's written consent. Corporation will not unreasonably withhold
consent to a proposed settlement.

         Corporation shall not be liable to indemnify Indemnitee under this
Agreement with regard to any judicial award if Corporation was not given a
reasonable and timely opportunity, at its expense, to participate in the defense
of such action.

8. NON-EXCLUSIVITY. The rights of Indemnitee under this Agreement shall be in
addition to any other indemnification rights Indemnitee may have under
Corporation's Articles of Incorporation, Bylaws, applicable law, or otherwise.
To the extent that a change in applicable law (whether by statute or judicial
decision) permits greater indemnification than afforded currently under
Corporation's Articles of Incorporation, Bylaws, applicable law, or this
Agreement, it is the intent of the parties that Indemnitee enjoy by this
Agreement the greater benefits afforded by such change.

9. INDEMNIFICATION NOT A WAIVER. Indemnitee's right to indemnification pursuant
to this Agreement shall not be deemed to be his exclusive remedy in connection
with or arising from any Indemnifiable Event or the failure of Corporation to
perform any of its covenants or obligations contained in this Agreement; and the
exercise by Indemnitee of his/her right to demand and receive such
indemnification shall not be deemed to prejudice, or to operate as a waiver of,
any remedy to which he may be entitled at law or equity.

10. LIABILITY INSURANCE. To the extent Corporation maintains an insurance policy
or policies providing directors' and officers' liability insurance, to the
extent that Indemnitee may be covered by such policy or policies, Indemnitee
shall be covered by such policy or policies, in accordance with its or their
terms, to the maximum extent of the coverage available for any corporate
director or officer.

11. SUBROGATION. In the event of payment under this Agreement, Corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure such rights, including the execution of such
documents necessary to enable Corporation effectively to bring suit to enforce
such rights.

12. NO DUPLICATION OF PAYMENTS. Corporation shall not be liable under this
Agreement to make any payment in connection with any claim made against
Indemnitee to the extent Indemnitee has otherwise received payment (under any
insurance policy, bylaw, or otherwise) of the amounts otherwise Indemnifiable
under this Agreement.

13. NO RIGHT TO SET-OFF. Corporation shall have no right to set off the amount
of any Expense with respect to which Indemnitee may be indemnified by
Corporation hereunder against the amount of any obligation of Indemnitee to
Corporation.

14. ACCOUNTING OF PROFITS UNDER SECTION 16(b). The Corporation shall not be
liable under this Agreement to make any payment in connection with any claim
made against


                                       22
<PAGE>

Indemnitee for an accounting of profits made from the purchase or sale by the
Indemnitee of securities of the Corporation within the meaning of Section 16(b)
of the Securities Exchange Act of 1934 and Amendments thereto, or similar
provisions of any state statute or common law.

15. AUTHORIZATION; BINDING NATURE OF AGREEMENT. Corporation has all necessary
power and authority to enter into and perform its obligations under this
Agreement, and the execution, delivery and performance of this Agreement have
been duly authorized by all necessary action on the part of Corporation and its
officers, directors and shareholders. No authorization, consent or approval of
or filing with any governmental authority or any other person is required to be
obtained or made by Corporation in connection with the execution, delivery or
performance of this Agreement.

16. CONFIDENTIALITY. Unless otherwise required by law, Corporation agrees to,
and shall undertake all necessary action required to, keep confidential all
information which relates to any Indemnifiable Event, Expense or any other
transaction or defense or indemnity arising out of this Agreement which relates
to Indemnitee.

17. AMENDMENT OF THIS AGREEMENT. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall operate as a
waiver of any other provisions hereof, nor shall such waiver constitute a
continuing waiver.

18. BINDING EFFECT. This Agreement shall be binding on and inure to the benefit
of and be enforceable by the parties hereto and their respective successors
(including any direct or indirect successor by purchase, merger, consolidation,
or otherwise to all or substantially all of the business and/or assets of the
Corporation), assigns, spouses, heirs and personal and legal representatives.
Corporation shall require and cause its successor to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that
Corporation would be required to perform if no such succession had taken place.

         The indemnification provided under this Agreement shall continue for
Indemnitee for any action taken or not taken while serving in an indemnified
capacity pertaining to an Indemnifiable Event even though Indemnitee may have
ceased to serve in such capacity at the time of any Proceeding.

19. MAINTENANCE OF OBLIGATION TO INDEMNIFY. Corporation hereby covenants and
agrees that it shall not permit the indemnification provided to Indemnitee as
set forth in this Agreement to be compromised, restricted, limited, or
eliminated in any manner, including by way of amendment of Corporation's bylaws
and other governing documents.

20. SEVERABILITY. If any portion of this Agreement shall be held by a court of
competent jurisdiction to be invalid, void, or otherwise unenforceable, the
remaining provisions shall remain enforceable to the fullest extent permitted by
law. Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each


                                       23
<PAGE>

portion of this Agreement containing any provision held to be invalid, void or
otherwise unenforceable, that is not itself invalid, void or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, void or unenforceable.

21. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California applicable to
contracts made and to be performed in such state without giving effect to the
principles of conflicts of laws, except that Delaware or California law,
whichever provides the broadest and most beneficial indemnity rights to
Indemnitee, shall be applied in determining the scope and extent of the phrase
"to the fullest extent permitted by law," in Section 2 of this Agreement.

22. FURTHER ASSURANCES. Each party shall execute such instruments and other
documents, and take such action as may be required, as the other party may
reasonably request, for the purpose of carrying out or evidencing the
transactions contemplated hereby.

23. ATTORNEYS' FEES. In the event of the bringing of any action, suit or
arbitration by a party hereto against another party hereunder by reason of any
breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of any party arising out of this
Agreement, then in that event, the prevailing party in such action, suit,
arbitration or dispute, whether by final judgment, or out of court settlement
shall be entitled to have and recover of and from the other parties all costs
and expenses of suit, including actual attorneys' fees.

24. BINDING ARBITRATION. Any claim, dispute, or controversy arising out of this
Agreement, or breach thereof, shall be resolved by submission to binding
arbitration.

         a. ARBITRATION NOTICE. The arbitration shall commence upon any party
sending to any other party to this Agreement a notice in writing (the
"Arbitration Notice") demanding arbitration and specifying the issue(s) to be
arbitrated and all relief sought (the "Arbitration Matter").

         b. SELECTION OF ARBITRATORS. The arbitrators shall be chosen as
follows:

         The parties, or their legal representatives, may agree in writing upon
a sole arbitrator. In the event they cannot so agree each side shall, within
fifteen (15) days after the giving of the Arbitration Notice, exchange a list of
acceptable arbitrators consisting of attorneys at law, and from that list each
side may reject all but one arbitrator from each list. The acceptable
arbitrators shall constitute a new list and the process shall be repeated until
three (3) acceptable arbitrators are designated who shall constitute the
"Arbitration Panel." If three (3) acceptable arbitrators are not appointed
within thirty (30) days after giving the Arbitration Notice, Superior Court of
the State of California for the County of San Francisco shall, upon the filing
of a petition by any of the parties hereto pursuant to the provisions of
California Code of Civil Procedure Section 1281.6 (or any successor section),
and after a hearing at which all parties are afforded an opportunity to be
present


                                       24
<PAGE>

and be heard, select a the neutral arbitrator from a list of five (5) persons
obtained by the court from the parties jointly or, if they cannot agree, from
the San Francisco County office of the American Arbitration Association.

         c. BOOKS AND RECORDS. The parties agree to make available to the
Arbitration Panel all books, records, schedules, and other information requested
by it. Such matters are to be made available to the Arbitration Panel at such
times as are deemed necessary by it to make its decision as herein provided. The
Arbitration panel shall have all those powers set forth in Section 1282.6 of
California Code of Civil Procedure including, but not limited to, those powers
relating to the production of books, records, documents and other evidence.

         d. DISCOVERY. The parties may conduct such discovery, and the
Arbitration Panel shall have such discovery powers, as are set forth in the
California Code of Civil Procedure Section 1283.05. The Arbitration Panel shall
be empowered to grant all provisional relief permitted by the California Code of
Civil Procedure. In addition to all other arbitration rights hereby provided,
the provisions of Sections 1282.2, 1282.4 and 1282.6 of the California Civil
Code shall apply. In addition to any and all arbitration rights hereby provided,
the arbitration proceedings and discovery shall be conducted pursuant to
Sections 1282 et seq. of California Code of Civil Procedure, including, without
limitation, the provisions of Sections 1282.2, 1282.4, 1283 and 1283.5.

         e. ENFORCEMENT. Enforcement of the Arbitration Panel's award shall be
effected pursuant to California Civil Code Sections 1281 et seq. However, the
provisions of California Code of Civil Procedure Section 1281.8 shall not apply
and the Arbitration Panel shall be specifically empowered to grant all
provisional remedies permitted under the California Code of Civil Procedure.

         f. LOCATION. The arbitration shall take place in the County of San
Francisco, State of California, at a time and place selected by the Arbitration
Panel. Notice in writing of such time and place shall be given by the
Arbitration Panel to each party at least thirty (30) days prior to the date so
fixed.

         g. TIME PERIODS. The Arbitration Panel shall diligently, expeditiously,
and in good faith hear and decide Arbitration Matter under consideration, within
the limits and subject to the standards set forth in this Agreement. In any
event, such decision shall be rendered not later than thirty (30) days after the
arbitration hearing is conducted. If there is only one (1) arbitrator, his/her
decision shall be final and binding; if there are three (3) arbitrators, the
agreed decision of any two (2) of them shall be final and binding. If no two (2)
of the arbitrators are able to agree upon a decision, the decision of the
neutral third arbitrator shall be final and binding. The Arbitration Panel shall
prepare an award in writing which reflects the final decision of the Arbitration
Panel and a copy of same shall be delivered to each party hereto. Judicial
confirmation, correction, or vacation of the decision of the Arbitration Panel
shall be sought only in the Sacramento County Superior Court, which judgment may
be enforced and shall be


                                       25
<PAGE>

accorded full faith and credit in any court of competent jurisdiction, including
any jurisdiction in which is located any real property which is the subject
matter of the dispute.

         h. BINDING EFFECT. The arbitration award shall be final, conclusive and
binding on all parties thereto and shall be non-appealable. The costs of the
arbitrators shall be borne by the losing party.

25. NOTICES. All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on the
date of service if served personally on the party to whom notice is to be given,
or on the third day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:

                  To Corporation:           Fred Thompson, President
                                            DBS Industries, Inc.
                                            100 Shoreline Highway, Suite 190 A
                                            Mill Valley, CA  94941

                  With a copy to:           Daniel B. Eng, Esq.
                                            Bartel Eng Linn & Schroder
                                            300 Capitol Mall, suite 1100
                                            Sacramento,  Ca  95814

                  To Indemnitee:            Stanton C. Lawson
                                            1702 Champagne Place
                                            Petaluma, CA 94954

26. EFFECTIVENESS. This Agreement shall immediately become effective upon
adoption by Corporation's Board of Directors. Notwithstanding the effectiveness
of this Agreement, Corporation shall use its best efforts to have its Board of
Directors approve this Agreement.

         IN WITNESS WHEREOF, Corporation and Indemnitee have executed this
Agreement as of the date specified above.

CORPORATION:

DBS INDUSTRIES, INC.

BY:   _____________________
      Fred Thompson, President


                                       26
<PAGE>

INDEMNITEE:


___________________________
Stanton C. Lawson


                                       27