DYNECO INTERNATIONAL, INC. 1993 CORPORATE STOCK OPTION PLAN STOCK OPTION AGREEMENT THIS AGREEMENT is made as of May 1, 1993, between DynEco International, Inc., a Minnesota corporation (the "Company"), and Thomas C. Edwards (the "Optionee"). THE PARTIES AGREE AS FOLLOWS: 1. OPTION GRANT. The Company hereby grants to the Optionee an 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: Shares under option: 100,000 Option Price per Share: $1.00 Grant Date: May 1, 1993 The Option will be subject to all of the terms and conditions set forth herein and in the Company's 1993 Corporate Stock Option Plan (the "Option Plan"), a copy of which is attached hereto and incorporated by reference. The Option granted hereunder will be a nonstatutory or nonqualified option for tax purposes. 2. EXERCISE PRICE. The Optionee may pay the Option Price for Shares, in his or her sole discretion, by either: (a) by paying the Option Price in cash; or (b) by paying with Previously Acquired Shares; or (c) by paying the Option Price through surrendering that number of Options covering the number of underlying shares of Common Stock the fair market value of which shares equal the Option Price. 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. 1 4. TERMINATION. Subject to earlier termination as provided in the Option Plan, this Option will expire, unless previously exercised in full, on December 31, 1998. 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 officer, director or employee 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 Minnesota, and may be executed in counterparts. The parties hereby have entered into this Agreement as of the date set forth above. DYNECO INTERNATIONAL, INC. By ________________________________________ An Authorized Officer OPTIONEE: ___________________________________________ Thomas C. Edwards Address: ___________________________________________ ___________________________________________ ___________________________________________ Attachments: (1) Spousal Consent (2) 1993 Corporate Stock Option Plan 2 SPOUSAL CONSENT The undersigned is the spouse of the Optionee referred to in the attached DynEco International, Inc. 1993 Corporate Stock Option Plan Agreement (the "Agreement"). The undersigned acknowledges that he or she: 1. has received, reviewed and understands the terms of the Agreement (including its attachments); 2. consents to the Agreement, and agrees to be bound by its terms to the extent that he or she now has or may obtain any interest in the Option or Shares covered by the Agreement; and 3. understands that the Company is relying upon this consent in entering into the Agreement and in not taking further steps to protect its interests. Date: May __, 1993 _________________________________________ Print Name: _________________________________________