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Assignment of Option to Purchase Shares

THIS ASSIGNMENT made as of [Date of Agreement (ie. July 1, 2002)] between [Name of
Assignor] (the "Assignor") of [Address of Assignor] and [Name of Assignee] (the "Assignee")
of [Address of Assignee].


(A) Pursuant to an Option Agreement (the “Option”) dated as of [Date of Option Agreement
(ie. August 21, 2000)], [Name of Person Granting the Option] (the "Optionor") gave to
the Assignor, the right to purchase [Number and Class of Optioned Shares (ie. 1,000
Common)] Shares of [Name of Corporation whose shares have been optioned] from the
Optionor on the terms and conditions contained therein;

(B) The Assignee is desirous of acquiring the Option and the Assignor is desirous of selling
the Option;

NOW THEREFORE IN CONSIDERATION of Amount Paid by Assignee to Assignor for

Option (ie. $10,000)] now paid by the Assignee to the Assignor, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as

1. The Assignee hereby pays to the Assignor the said sum of Amount Paid by Assignee to
Assignor for Option (ie. $10,000)] in consideration of the purchase of the Option.

2. The Assignor hereby sells, assigns and transfers unto the Assignee all of his right, title
and interest in and to the Option and the shares therein described.

3. The Assignor covenants and represents that:

(a) he has the full right, power and authority to assign the Option;

(b) he has not done or permitted any act whereby the Option or any interest therein
was previously assigned, sold transferred to otherwise mortgaged, charged or

4. This Assignment is governed by and shall be construed in accordance with the laws of
the State of [State (ie. California)].

IN WITNESS WHEREOF the Assignor executed this Assignment as of the date first above

Witness [Name of Assignor]