EXHIBIT 4.2
                         STOCK OPTION AGREEMENT
                         ----------------------


THIS AGREEMENT is made as of the [DAY]  of [MONTH], YEAR].  

BETWEEN:

     TURBODYNE TECHNOLOGIES INC., of 510 - 1090 West Pender Street,
     Vancouver, British Columbia V6E 2N7

     (the "Company")

                            OF THE FIRST PART

AND:


     [NAME OF OPTIONEE], of [ADDRESS];
     -------------------

     (the "Optionee")

                           OF THE SECOND PART

WHEREAS:

A.   The Company has adopted a plan entitled the 1997 Stock Option Plan (the
"Plan") attached hereto as Schedule "A"; and

B.   The Company wishes to grant the Optionee an option pursuant to the Plan to
purchase common shares in the capital of the Company; and

C.   The Company's shares are listed and posted for trading on NASDAQ and
EASDAQ;


NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the sum of
$1.00 given by the Optionee to the Company (the receipt of which is hereby
acknowledged by the Company) the parties hereto agree as follows:

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1.   The Company hereby grants the Optionee an option to purchase a total of
     [NUMBER OF OPTIONS] common shares in its capital (the "Option") at a price
     of $[EXERCISE PRICE] per share exercisable on or before [EXPIRY DATE] (the
     "Expiry Date").     

2.   Unless the Optionee is a Designated Participant as defined in the Plan,
     the Optionee acknowledges that the Option is subject to the Vesting
     provisions contained paragraph 7(i) of the Plan subject to any exemption
     granted by the Committee pursuant to the Plan and communicated in writing
     to the Optionee.

3.   In order to exercise the Option, the Optionee shall, before 5:00 p.m. on
     the Expiry Date, give notice to the Company of the Optionee's intention to
     exercise the Option in whole or in part, such notice to be accompanied by
     cash, bank draft, money order or certified cheque, payable to the Company,
     in the appropriate amount.

4.   The Option granted is personal to the Optionee and may not be assigned or
     transferred in whole or in part.

5.   Except as otherwise provided for herein, the Optionee's rights with
     respect to Option shall be as set forth and as limited by the Plan.

6.   Nothing in this Agreement shall be construed as conferring on the Optionee
     any right to continue in the employment of the Company or any subsidiary
     of the Company, nor interfere in any way with the right of the Company or
     any subsidiary to terminate the Optionee's employment at any time with
     or without cause (without prejudice to any rights the Optionee may have
     under any written employment agreement with the Company).

7.   Subject to any existing option agreements between the Company and the
     Optionee, which have been approved by the Vancouver Stock Exchange, this
     Agreement constitutes and expresses the whole agreement of the parties
     with reference to the granting of options to the Optionee and with
     reference to any of the matters or things herein discussed or mentioned
     with reference to such granting of options, all promises, representations
     and understandings relative thereto being merged herein (without prejudice
     to any rights the Optionee may have under any written employment agreement
     with the Company). The Optionee acknowledges and agrees that the Options
     granted under this Agreement are the only options granted by the Company
     to the Optionee under the Company's 1997 Stock Option Plan and that this
     Agreement supersedes and replaces all other negotiations, discussions and
     agreements between the Company and the Optionee in connection with the
     granting of options under the Company's 1997 Stock Option Plan (without
     prejudice to any rights the Optionee may have under any written employment
     agreement with the Company).

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8.   If the Option is granted prior to the approval of the Plan by the
     Shareholders of the Company and the Vancouver Stock Exchange, the Optionee
     shall not exercise the Option until such approval has been obtained.

9.   This Agreement shall be construed and enforced in accordance with the laws
     of British Columbia.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.

THE COMMON SEAL OF                 )
TURBODYNE TECHNOLOGIES INC.        )
Was hereunto affixed in the        )
presence of:                       )
                                   )
- ------------------------------     )
Authorized Signatory               )         
                                   )
                                   )
- ------------------------------     )
Authorized Signatory



SIGNED, SEALED AND DELIVERED       )
BY                                 )
in the presence of:                )

- ------------------------------     )
Signature                          )
                                   )    ----------------------------
- ------------------------------     )         Signature
Name                               )
                                   )
- ------------------------------     )
Address                            )
                                   )
- ------------------------------     )

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