URECOATS INDUSTRIES INC.
a Delaware corporation
RESTRICTED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is made as of the date set forth above between Urecoats
Industries Inc., a Delaware corporation (the "Company"), and the optionee named above (the "Optionee"). The
option granted by this Agreement is designated a "Restricted Option" granted pursuant to separate agreement of
even date herewith:
1. GRANT OF OPTION. Pursuant to and subject to the terms and conditions of the Agreement, the Company
grants to the Optionee, the right and option (the "Option") to purchase at $.44 per share on the terms and
conditions hereinafter set forth all or any part of an aggregate of 12,000,000 restricted shares (the "Shares") of
the currently authorized and unissued Common Stock, par value $.01 per share of Urecoats Industries Inc. The
Option shall be exercisable, in whole or in part, during the period commencing with the date on which it is granted
and ending on January 8, 2004.
2. METHOD OF EXERCISE. The Option may be exercised pursuant thereto by written notice to the Company
stating the number of shares with respect to which the option is being exercised, together with payment in full, (a)
in cash or certified check; (b) acknowledgement of cancellation of the Company's indebtedness to the Optionee
for services or otherwise; or (c) any combination of the foregoing. If requested by the Board of Directors, prior
to the delivery of any Shares, the Optionee shall supply the Board of Directors with a representation that the
Shares are not being acquired with a view to unlawful distribution and will be sold or otherwise disposed of only
in accordance with applicable federal and state statutes, rules and regulations.
As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without
payment of any transfer or issue tax by the Optionee, deliver to the Optionee or any such other person, at the
main office of the Company or such other