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EXHIBIT 99.2
WORKFIRE TECHNOLOGIES INTERNATIONAL, INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of January __, 2000, between WORKFIRE TECHNOLOGIES
INTERNATIONAL, INC., a Nevada corporation (the "Company"), and
___________________ (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. Option Grant. The Company hereby grants to the Optionee a non-transferable
option (the "Option") to purchase the number of shares of the Company's
common stock (the "Shares"), for an exercise price per share (the "Option
Price") and based upon a Grant Date, all as set forth below:
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Shares under option: ___________
Option Price per Share: $0.335
Grant Date: January __, 2000
Vesting: ________________
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The Option will be subject to all of the terms and conditions set forth
herein and in the Company's 2000 Stock Option Plan (the "Option Plan"), a
copy of which is attached hereto and incorporated by reference. The Option
granted hereunder will be an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Restricted Common Stock. The shares granted under this Option will be
issued in a private offering exempt from registration pursuant to the
exemption from registration contained in Section 4(2) of the Securities Act
of 1933, as amended. Since none of the shares will be registered under the
Securities Act of 1933, as amended, any and all certificates representing
the shares shall bear a conspicuous legend regarding the restricted nature
of the securities and Rule 144, which shall be substantially as follows:
"The shares represented by this Certificate have not been registered
under the Securities Act of 1933 (the "Act"). The shares may not be
offered for sale, sold, or otherwise transferred except pursuant to an
effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of which
is to be established to the satisfaction of the Company."
3. Stockholder Rights. No rights or privileges of a stockholder in the Company
are conferred by reason of the granting of the Option. Optionee will not
become a stockholder in the Company with respect to the Shares unless and
until the Option has been properly exercised and the Option Price fully
paid as to the portion of the Option exercised.
4. Termination. This Option will expire, unless previously exercised in full,
on ___________, which date is on the _____ anniversary of the Grant Date.
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5. Terms of the Option Plan. The Optionee understands that the Option Plan
includes important terms and conditions that apply to this Option. Those
terms include (without limitation): important conditions to the right of
the Optionee to exercise the Option; important restrictions on the ability
of the Optionee to transfer the Option or to transfer Shares received upon
exercise of the Option; and early termination of the Option following the
occurrence of certain events, including the Optionee no longer being an
employee, director, consultant or independent contractor to or of the
Company or its subsidiaries. THE OPTIONEE ACKNOWLEDGES THAT HE OR SHE HAS
READ THE OPTION PLAN, AGREES TO BE BOUND BY ITS TERMS, AND MAKES EACH OF
THE REPRESENTATIONS REQUIRED TO BE MADE BY THE OPTIONEE UNDER IT.
6. Miscellaneous. This Agreement (together with the Option Plan) sets forth
the complete agreement of the parties concerning the subject matter hereof,
superseding all prior agreements, negotiations and understandings. This
Agreement will be governed by the substantive law of the State of Nevada,
and may be executed in counterparts.
The parties hereby have entered into this Agreement as of the date set forth
above.
"Company"
WORKFIRE TECHNOLOGIES INTERNATIONAL, INC.
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By: Tom Taylor, President
"Optionee"
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