THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE 
OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 
1933, AS AMENDED (THE "ACT"), AND HAVE BEEN ACQUIRED FOR INVESTMENT 
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH THE SALE OR 
DISTRIBUTION THEREOF.  NO SALE, TRANSFER OR DISTRIBUTION MAY BE 
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING 
THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT 
SUCH REGISTRATION IS NOT REQUIRED.


      NON-STATUTORY OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT made as of the ___ day 
of ________________, 1999, by and between DYNAMIC ASSOCIATES, INC., 
a Nevada corporation (hereinafter called "Company"), and KEVIN D. 
LEE (hereinafter called "Optionee").


	R E C I T A L S

A.	The Board of Directors of the Company has adopted the 
Company's 1997 Incentive Stock Option Plan (the "Plan") for the 
purpose of attracting and retaining the services of selected key 
employees (including officers and employee directors) who 
contribute to the financial success of the Company or its parent or 
subsidiary corporations.

B.	Optionee is an eligible person, and this Agreement is 
executed pursuant to, and is intended to carry out the purposes of, 
the Plan in connection with the Company's grant of a stock option 
to the Optionee.

C.	The granted option is not intended to be an incentive 
stock option ("Incentive Option") within the meaning of Section 422 
of the Internal Revenue Code.

NOW, THEREFORE, it is hereby agreed as follows:

1.	Grant of Option. Subject to and upon the terms and 
conditions set forth in this Agreement, there is hereby granted to 
Optionee, as of the date of this Agreement (the "Grant Date"), a 
stock option to purchase up to 1,000,000 shares of the Company's 
Common Stock (the "Optioned Shares") from time to time during the 
option term at the option price of $_______ per share. 

2.	Plan. The options granted hereunder are in all instances 
subject to the terms and conditions of the Plan. In the event of 
any conflict between this Agreement and the Plan, the provisions of 
the Plan shall control, except as expressly noted herein to the 
contrary.  Optionee acknowledges receipt of a copy of the Plan and 
hereby accepts this option subject to all of the terms and 
conditions of the Plan.  Optionee agrees to accept as binding, 
conclusive and final all decisions or interpretations of the Board 
upon any questions arising under the Plan.

<PAGE 177>

3.	Option Term.  This option shall have a maximum term of 
five  (5) years measured from the Grant Date and shall accordingly 
expire at the close of business on ________, 2004 (the "Expiration 
Date"), unless sooner terminated in accordance with Paragraph 6 or 
Paragraph 8(a).

4.	Option Nontransferable; Exception.  This option shall be 
neither transferable nor assignable by Optionee, either voluntarily 
or involuntarily, other than by will or by the laws of descent and 
distribution and may be exercised, during Optionee's lifetime, only 
by Optionee.

5.	Dates of Exercise. The option will vest and become 
exercisable with respect to one-third (1/3) of the Optioned Shares 
upon the execution of that certain Employment Agreement between 
Dynamic Associates, Inc. and Kevin D. Lee (the "Employment 
Agreement"); with respect to one-third (1/3) of the Optioned Shares 
upon the first (1st) anniversary of execution of the Employment 
Agreement; and with respect to the remaining one-third (1/3) of the 
Optioned Shares upon the second (2nd) anniversary of execution of 
the Employment Agreement.  Once exercisable, options shall remain 
so exercisable until the expiration or sooner termination of the 
option term under Paragraphs 6 or 8(a) of this Agreement. In no 
event, however, shall this option be exercisable for any fractional 
shares.

6.	Accelerated Termination of Option Term.  The option term 
specified in Paragraph 3 shall terminate (and this option shall 
cease to be exercisable) prior to the Expiration Date should one of 
the following provisions become applicable:

(a)	Except as otherwise provided in subparagraphs (b), 
(c) or (d) below, should Optionee cease to be an Employee of the 
Company at any time during the option term, then the period for 
exercising this option shall be reduced to a three (3) month period 
commencing with the date of such cessation of Employee status, but 
in no event shall this option be exercisable at any time after the 
Expiration Date. Upon the expiration of such three (3) month period 
or (if earlier) upon the Expiration Date, this option shall 
terminate and cease to be outstanding.

(b)	Should Optionee die while this option is 
outstanding, then the executors or administrators of Optionee's 
estate or Optionee's heirs or legatees (as the case may be) shall 
have the right to exercise this option for the number of shares (if 
any) for which the option is exercisable on the date of the 
optionee's death. Such right shall lapse and this option shall 
cease to be exercisable upon the earlier of (i) six (6) months from 
the date of the optionee's death or (ii) the Expiration Date.

(c)	Should Optionee become permanently disabled and 
cease by reason thereof to be an Employee of the Company at any 
time during the option term, then Optionee shall have a period of 
six (6) months (commencing with the date of such cessation of 
Employee status) during which to exercise this option; provided, 
however, that in no event shall this option be exercisable at any 
time after the Expiration Date.  Optionee shall be deemed to be 
permanently disabled if Optionee is, by reason of any medically 
determinable physical or mental impairment expected to result in 
death or to be of continuous duration of not less than twelve (12) 
months, unable to perform his usual duties for the Company or its 
Parent or Subsidiary corporations.  Upon the expiration of the 
limited period of exercisability or (if earlier) upon the 
Expiration Date, this option shall terminate and cease to be 
outstanding.

                             2

<PAGE 178>

(d)	Should Optionee's status as an Employee be 
terminated for cause (as defined in his Employment Agreement of 
even date herewith, as such agreement may be amended or superceded 
from time to time) or should Optionee make or attempt to make any 
unauthorized use or disclosure of the confidential information or 
trade secrets of the Company or any parent or subsidiary 
corporations, then in any such event this option shall terminate 
and cease to be exercisable immediately upon such termination of 
Employee status or such unauthorized disclosure or use of 
confidential or secret information or attempt thereat.

(e)	For purposes of this Paragraph 6 and for all other 
purposes under this Agreement, Optionee shall be deemed to be an 
Employee of the Company and to continue in the Company's employ for 
so long as Optionee remains an Employee of the Company or one or 
more of its parent or subsidiary corporations as such terms are 
defined in the Plan.

7.	Adjustment in Option Shares.

(a)	In the event any change is made to the Common Stock 
issuable under the Plan by reason of any stock split, stock 
dividend, combination of shares, or other change affecting the 
outstanding Common Stock as a class without receipt of 
consideration (as set forth in the Plan), then appropriate 
adjustments will be made to (i) the total number of Optioned Shares 
subject to this option and (ii) the option price payable per share 
in order to reflect such change and thereby preclude a dilution or 
enlargement of benefits hereunder.

(b)	If the Company is the surviving entity in any merger 
or other business combination, then this option, if outstanding 
under the Plan immediately after such merger or other business 
combination shall be appropriately adjusted to apply and pertain to 
the number and class of securities to which Optionee immediately 
prior to such merger of other business combination would have been 
entitled to receive in the consummation of such merger or other 
business combination.

8.	Special Termination of Option.

(a)	In the event of one or more of the following 
transactions (a "Corporate Transaction"):

(i)	a merger or acquisition in which the Company 
is not the surviving entity, except for a transaction the principal 
purpose of which is to change the State of the Company's 
incorporation;

(ii)	the sale, transfer or other disposition of all 
or substantially all of the assets of the Company; or

(iii)	any other corporate reorganization or 
business combination in which fifty percent (50%) or more of the 
Company's outstanding voting stock is transferred, or exchanged 
through merger, to different holders in a single transaction or a 
series of related transactions; then this option shall terminate 
upon the consummation of such Corporate Transaction and cease to be 
exercisable, unless it is expressly assumed by the successor 
corporation or parent thereof.  The Company can give no assurance 
that the options shall be assumed and shall provide Optionee with

                             3
<PAGE 179>
 
at least thirty (30) days prior written notice of the specified 
date for the triggering event, and it may occur that some options 
outstanding under the Plan will be assumed while these options are 
terminated.

(b)	In the event of a Corporate Transaction, the Company 
may, at its option, accelerate the vesting schedule contained in 
Section 5 hereof, but shall have no obligation to do so. The 
Company shall have the right to accelerate other options 
outstanding under the Plan or any other plan, even if it does not 
accelerate the options of Optionee hereunder.

(c)	This Agreement shall not in any way affect the right 
of the Company to make changes in its capital or business structure 
or to merge, consolidate, dissolve, liquidate or sell or transfer 
all or any part of its business or assets.

9.	Privilege of Stock Ownership.  The holder of this option 
shall not have any of the rights of a shareholder with respect to 
the Optioned Shares until such individual shall have exercised the 
option and paid the option price in accordance with this Agreement.

10.	Manner of Exercising Option.

(a)	In order to exercise this option with respect to all 
or any part of the Optioned Shares for which this option is at the 
time exercisable, Optionee (or in the case of exercise after 
Optionee's death, Optionee's executor, administrator, heir or 
legatee, as the case may be) must pay the aggregate option price 
for the purchased shares in cash or such other form of 
consideration as permitted under the Plan.

(b)	This option shall be deemed to have been exercised 
with respect to the number of Optioned Shares specified by Optionee 
at such time as the Optionee shall have been delivered appropriate 
consideration to the Company therefor.  As soon thereafter as 
practical, the Company shall mail or deliver to Optionee or to the 
other person or persons exercising this option a certificate or 
certificates representing the shares so purchased and paid for.

11.	Compliance with Laws and Regulations.

(a)	The exercise of this option and the issuance of 
Optioned Shares upon such exercise shall be subject to compliance 
by the Company and Optionee with all applicable requirements of law 
relating thereto and with all applicable regulations of any stock 
exchange on which shares of the Company's Common Stock may be 
listed at the time of such exercise and issuance.

(b)	In connection with the exercise of this option, 
Optionee shall execute and deliver to the Company such 
representations in writing as may be requested by the Company in 
order for it to comply with the applicable requirements of federal 
and state securities laws.

12.	Successors and Assigns.  Except to the extent otherwise 
provided herein, the provisions of this Agreement shall insure to 
the benefit of; and be binding upon, the successors, 
administrators, heirs, legal representatives and assigns of 
Optionee and the successors and assigns of the Company.

                               4
<PAGE 180>

13.	Liability of Company.

(a)	If the Optioned Shares covered by this Agreement 
exceed, as of the Grant Date, the number of shares of Common Stock 
which may without shareholder approval be issued under the Plan, 
then this option shall be void with respect to such excess shares 
unless shareholder approval of an amendment sufficiently increasing 
the number of shares of Common Stock issuable under the Plan is 
obtained in accordance with the provisions of Section 18 of the 
Plan.

(b)	The inability of the Company to obtain approval from 
any regulatory body having authority deemed by the Company to be 
necessary to the lawful issuance and sale of any Common Stock 
pursuant to this option without the imposition of requirements 
unacceptable to the Company in its reasonable discretion shall 
relieve the Company of any liability with respect to the non-
issuance or sale of the Common Stock as to which such approval 
shall not have been obtained. The Company, however, shall use its 
best efforts to obtain all such approvals.

14.	No Employment Contract.  Except to the extent the terms 
of any written employment contract between the Company and Optionee 
may expressly provide otherwise, the Company (or any parent or 
subsidiary corporation of the Company employing Optionee) shall be 
under no obligation to continue the employment of Optionee for any 
period of specific duration and may terminate Optionee's status as 
an Employee at any time, with or without cause.

15.	Notices.  Any notice required to be given or delivered to 
the Company under the terms of this Agreement shall be in writing 
and addressed to the Company in care of its Secretary at its 
corporate offices. Any notice required to be given or delivered to 
Optionee shall be in writing and addressed to Optionee at the 
address indicated below Optionee's signature line on this 
Agreement. All notices shall be deemed to have been given or 
delivered upon personal delivery or upon deposit in the U.S. mail, 
postage prepaid and properly addressed to the party to be notified.

16.	Loans or Guarantees.  The Company may, in its absolute 
discretion and without any obligation to do so, assist Optionee in 
the exercise of this option by (i) authorizing the extension of a 
loan to Optionee from the Company, (ii) permitting Optionee to pay 
the option price for the purchased Common Stock in installments 
over a period of years, or (iii) authorizing a guarantee by the 
Company of a third party loan to Optionee. The terms of any loan, 
installment method of payment or guarantee (including the interest 
rate, the collateral requirements and terms of repayment) shall be 
established by the Company in its sole discretion.

17.	Construction.  This Agreement and the option evidenced 
hereby are made and granted pursuant to the Plan and are in all 
respects limited by and subject to the Plan. All decisions of the 
Company with respect to any question or issue arising under the 
Plan or this Agreement shall be conclusive and binding on all 
persons having an interest in this option.

18.	Governing Law.  The interpretation, performance, and 
enforcement of this Agreement shall be governed by the laws of the 
State of Nevada.

IN WITNESS WHEREOF, the Company has caused this Agreement to 
be executed in duplicate on its behalf by its duly authorized 
officer and Optionee has also executed this Agreement in duplicate, 
all as of the day and year indicated above.

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<PAGE 181>

DYNAMIC ASSOCIATES, INC.,
a Nevada corporation

By:      ________________________________
		

Title:   ________________________________


_________________________________________
KEVIN D. LEE, Optionee

Address:  _______________________________

          _______________________________
		
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<Page 182>