NONQUALIFIED
STOCK OPTION AGREEMENT
THIS
NONQUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is
made and entered into in duplicate this 28 th day of
February, 2006, by and among Micron Enviro Systems, Inc., a Nevada
corporation ("Corporation"), and Stephen J. Amdahl
(“Grantee"), in his capacity as a director of the Corporation
with respect to the following facts:
Pursuant
and subject to the Micron Enviro Systems, Inc. 2006 C Stock Option
Plan, a copy of which is furnished to the Grantee with a copy of
this Agreement and the provisions of which, by this reference, are
made a part of this Agreement as though specified completely and
specifically verbatim in this Agreement ("Plan"), the Corporation's
Board of Directors has determined that it is in the best interests
of the Corporation and its stockholders to grant the option
provided for herein to the Grantee, as compensation. The
parties agree as follows:
1.
GRANT
OF OPTION. For
value received, the Corporation hereby grants to the Grantee the
right and option to purchase, on the terms and subject to the
conditions specified in this Agreement, ONE MILLION FIVE
HUNDRED THOUSAND (1,500,000) shares of the Corporation's $.001
par value common stock. The purchase price shall be $0.05 per
share.
2.
TIME
AND MANNER OF EXERCISE. From
and after February 28, 2006, and during and until February 21,
2007, the Grantee shall have the right to purchase from the
Corporation 1,500,000 shares of the Corporation’s $.001 par
value common stock (“Option”). The Grantee shall
exercise the Option by delivery to the Corporation of a notice of
exercise accompanied by a certified or cashier's check in payment
of the Option purchase price. Promptly upon receipt of such
exercise and such check, the Corporation will deliver or cause to
be delivered to Grantee stock certificate(s) representing the
number of shares of the Corporation’s $.001 par value common
stock purchased in accordance with the provisions of this Agreement
and, during Grantee's lifetime, duly registered in the name of the
Grantee and, at the Grantee's election, his or her
spouse.
3.
NONASSIGNABILITY.
The
Option may be exercised only by Grantee during his or her lifetime.
The Grantee will not transfer or assign the Option, except by
Will or the laws of interstate succession.
4.
EXPIRATION.
The
Option shall terminate and expire at 4:00 pm Pacific Time on
February 21, 2007, or as specified in Article XI of the Plan,
whichever is earlier.
5.
REPRESENTATIONS
OF CORPORATION. During
such time as the Option remains outstanding and unexpired, the
Corporation will reserve for issuance,
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