EXHIBIT 4.1




                             APT TECHNOLOGIES, INC.


                                2002 STOCK PLAN


                          ADOPTED ON OCTOBER 14, 2002




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                               TABLE OF CONTENTS


                                                                       Page No.
                                                                       --------
SECTION 1.  ESTABLISHMENT AND PURPOSE......................................1

SECTION 2.  ADMINISTRATION.................................................1
   (a)  Committees of the Board of Directors...............................1
   (b)  Authority of the Board of Directors................................1

SECTION 3.  ELIGIBILITY....................................................1
   (a)  General Rule.......................................................1
   (b)  Ten-Percent Shareholders...........................................1

SECTION 4.  STOCK SUBJECT TO PLAN..........................................2
   (a)  Basic Limitation...................................................2
   (b)  Additional Shares..................................................2

SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES........................2
   (a)  Stock Purchase Agreement...........................................2
   (b)  Duration of Offers and Nontransferability of Rights................2
   (c)  Purchase Price.....................................................2
   (d)  Withholding Taxes..................................................2
   (e)  Restrictions on Transfer of Shares and Minimum Vesting.............2

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS................................3
   (a)  Stock Option Agreement.............................................3
   (b)  Number of Shares...................................................3
   (c)  Exercise Price.....................................................3
   (d)  Exercisability.....................................................3
   (e)  Accelerated Exercisability.........................................4
   (f)  Basic Term.........................................................4
   (g)  Termination of Service (Except by Death)...........................4
   (h)  Leaves of Absence..................................................4
   (i)  Death of Optionee..................................................4
   (j)  Restrictions on Transfer of Shares and Minimum Vesting.............5
   (k)  Transferability of Options.........................................5
   (l)  Withholding Taxes..................................................5
   (m)  No Rights as a Shareholder.........................................6
   (n)  Modification, Extension and Assumption of Options..................6


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SECTION 7.  PAYMENT FOR SHARES.............................................6
   (a)  General Rule.......................................................6
   (b)  Surrender of Stock.................................................6
   (c)  Services Rendered..................................................6
   (d)  Promissory Note....................................................6
   (e)  Exercise/Sale......................................................7
   (f)  Exercise/Pledge....................................................7

SECTION 8.  ADJUSTMENT OF SHARES...........................................7
   (a)  General............................................................7
   (b)  Mergers and Consolidations.........................................7
   (c)  Reservation of Rights..............................................8

SECTION 9.  SECURITIES LAW REQUIREMENTS....................................8
   (a)  General............................................................8
   (b)  Financial Reports..................................................8

SECTION 10.  NO RETENTION RIGHTS...........................................8

SECTION 11.  DURATION AND AMENDMENTS.......................................8
   (a)  Term of the Plan...................................................8
   (b)  Right to Amend or Terminate the Plan...............................9
   (c)  Effect of Amendment or Termination.................................9

SECTION 12.  DEFINITIONS...................................................9


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                     APT TECHNOLOGIES, INC. 2002 STOCK PLAN

SECTION 1. Establishment And Purpose.

     The purpose of the Plan is to offer selected persons an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, by purchasing Shares of the Company's Stock. The Plan provides
both for the direct award or sale of Shares and for the grant of Options to
purchase Shares. Options granted under the Plan may include Nonstatutory
Options as well as ISOs intended to qualify under Section 422 of the Code.

     Capitalized terms are defined in Section 12.

SECTION 2. Administration.

     (a) Committees of the Board of Directors. The Plan may be administered by
one or more Committees. Each Committee shall consist of two or more members of
the Board of Directors who have been appointed by the Board of Directors. Each
Committee shall have such authority and be responsible for such functions as
the Board of Directors has assigned to it. If no Committee has been appointed,
the entire Board of Directors shall administer the Plan. Any reference to the
Board of Directors in the Plan shall be construed as a reference to the
Committee (if any) to whom the Board of Directors has assigned a particular
function.

     (b) Authority of the Board of Directors. Subject to the provisions of the
Plan, the Board of Directors shall have full authority and discretion to take
any actions it deems necessary or advisable for the administration of the Plan.
All decisions, interpretations and other actions of the Board of Directors
shall be final and binding on all Purchasers, all Optionees and all persons
deriving their rights from a Purchaser or Optionee.

SECTION 3. Eligibility.

     (a) General Rule. Only Employees, Outside Directors and Consultants shall
be eligible for the grant of Nonstatutory Options or the direct award or sale
of Shares. Only Employees shall be eligible for the grant of ISOs.

     (b) Ten-Percent Shareholders. A person who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company, its
Parent or any of its Subsidiaries shall not be eligible for designation as an
Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the
Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if
any) is at least 100% of the Fair Market Value of a Share and (iii) in the case
of an ISO, such ISO by its terms is not exercisable after the expiration of
five years from the date of grant. For purposes of this Subsection (b), in
determining stock ownership, the attribution rules of Section 424(d) of the
Code shall be applied.


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SECTION 4. Stock Subject To Plan.

     (a) Basic Limitation. Not more than 5,000,000 Shares may be issued under
the Plan (subject to Subsection (b) below and Section 8). The number of Shares
that are subject to Options or other rights outstanding at any time under the
Plan shall not exceed the number of Shares that then remain available for
issuance under the Plan. The Company, during the term of the Plan, shall at all
times reserve and keep available sufficient Shares to satisfy the requirements
of the Plan.

     (b) Additional Shares. In the event that Shares previously issued under
the Plan are reacquired by the Company pursuant to a forfeiture provision,
right of repurchase or right of first refusal, such Shares shall be added to
the number of Shares then available for issuance under the Plan. However, the
aggregate number of Shares issued upon the exercise of ISOs (including Shares
reacquired by the Company) shall in no event exceed 200% of the number
specified in Subsection (a) above. In the event that an outstanding Option or
other right for any reason expires or is canceled, the Shares allocable to the
unexercised portion of such Option or other right shall not reduce the number
of Shares available for issuance under the Plan.

SECTION 5. Terms And Conditions Of Awards Or Sales.

     (a) Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock
Purchase Agreement. The provisions of the various Stock Purchase Agreements
entered into under the Plan need not be identical.

     (b) Duration of Offers and Nontransferability of Rights. Any right to
acquire Shares under the Plan (other than an Option) shall automatically expire
if not exercised by the Purchaser within 30 days after the grant of such right
was communicated to the Purchaser by the Company. Such right shall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.

     (c) Purchase Price. The Purchase Price of Shares to be offered under the
Plan shall not be less than 85% of the Fair Market Value of such Shares, and a
higher percentage may be required by Section 3(b). Subject to the preceding
sentence, the Board of Directors shall determine the Purchase Price at its sole
discretion. The Purchase Price shall be payable in a form described in Section
7.

     (d) Withholding Taxes. As a condition to the purchase of Shares, the
Purchaser shall make such arrangements as the Board of Directors may require
for the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.

     (e) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
awarded or sold under the Plan shall be subject to such special forfeiture
conditions, rights of


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repurchase, rights of first refusal and other transfer restrictions as the
Board of Directors may determine. Such restrictions shall be set forth in the
applicable Stock Purchase Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally. In the case of a
Purchaser who is not an officer of the Company, an Outside Director or a
Consultant:

          (i) Any right to repurchase the Purchaser's Shares at the original
     Purchase Price (if any) upon termination of the Purchaser's Service shall
     lapse at least as rapidly as 20% per year over the five-year period
     commencing on the date of the award or sale of the Shares;

          (ii) Any such right may be exercised only for cash or for
     cancellation of indebtedness incurred in purchasing the Shares; and

          (iii) Any such right may be exercised only within 90 days after the
     termination of the Purchaser's Service.

SECTION 6. Terms And Conditions Of Options.

     (a) Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors deems appropriate for inclusion
in a Stock Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.

     (b) Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment
of such number in accordance with Section 8. The Stock Option Agreement shall
also specify whether the Option is an ISO or a Nonstatutory Option.

     (c) Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than 100% of the Fair
Market Value of a Share on the date of grant, and a higher percentage may be
required by Section 3(b). The Exercise Price of a Nonstatutory Option shall not
be less than 85% of the Fair Market Value of a Share on the date of grant, and
a higher percentage may be required by Section 3(b). Subject to the preceding
two sentences, the Exercise Price under any Option shall be determined by the
Board of Directors at its sole discretion. The Exercise Price shall be payable
in a form described in Section 7.

     (d) Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. No Option
shall be exercisable unless the Optionee has delivered an executed copy of the
Stock Option Agreement to the Company. In the case of an Optionee who is not an
officer of the Company, an Outside Director or a Consultant, an Option shall
become exercisable at least as rapidly as 20% per year over the five-year
period commencing on the date of grant. Subject to the preceding sentence, the
Board of Directors shall determine the exercisability provisions of the Stock
Option Agreement at its sole discretion.


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     (e) Accelerated Exercisability. Unless the applicable Stock Option
Agreement provides otherwise, all of an Optionee's Options shall become
exercisable in full if (i) the Company is subject to a Change in Control before
the Optionee's Service terminates, (ii) such Options do not remain outstanding,
(iii) such Options are not assumed by the surviving corporation or its parent
and (iv) the surviving corporation or its parent does not substitute options
with substantially the same terms for such Options.

     (f) Basic Term. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed 10 years from the date of grant, and a
shorter term may be required by Section 3(b). Subject to the preceding
sentence, the Board of Directors at its sole discretion shall determine when an
Option is to expire.

     (g) Termination of Service (Except by Death). If an Optionee's Service
terminates for any reason other than the Optionee's death, then the Optionee's
Options shall expire on the earliest of the following occasions:

          (i) The expiration date determined pursuant to Subsection (f) above;

          (ii) The date three months after the termination of the Optionee's
     Service for any reason other than Disability, or such later date as the
     Board of Directors may determine; or

          (iii) The date six months after the termination of the Optionee's
     Service by reason of Disability, or such later date as the Board of
     Directors may determine.

The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only to
the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of the Optionee's Service but before the expiration of
the Optionee's Options, all or part of such Options may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Options directly from the Optionee by
beneficiary designation, bequest or inheritance, but only to the extent that
such Options had become exercisable before the Optionee's Service terminated
(or became exercisable as a result of the termination) and the underlying
Shares had vested before the Optionee's Service terminated (or vested as a
result of the termination).

     (h) Leaves of Absence. For purposes of Subsection (g) above, Service shall
be deemed to continue while the Optionee is on a bona fide leave of absence, if
such leave was approved by the Company in writing and if continued crediting of
Service for this purpose is expressly required by the terms of such leave or by
applicable law (as determined by the Company).

     (i) Death of Optionee. If an Optionee dies while the Optionee is in
Service, then the Optionee's Options shall expire on the earlier of the
following dates:


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          (i) The expiration date determined pursuant to Subsection (f) above;
     or

          (ii) The date 12 months after the Optionee's death, or such later
     date as the Board of Directors may determine.

All or part of the Optionee's Options may be exercised at any time before the
expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee's death (or became exercisable as a result of the death)
and the underlying Shares had vested before the Optionee's death (or vested as
a result of the Optionee's death). The balance of such Options shall lapse when
the Optionee dies.

     (j) Restrictions on Transfer of Shares and Minimum Vesting. Any Shares
issued upon exercise of an Option shall be subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other transfer
restrictions as the Board of Directors may determine. Such restrictions shall
be set forth in the applicable Stock Option Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares generally. In
the case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant:

          (i) Any right to repurchase the Optionee's Shares at the original
     Exercise Price upon termination of the Optionee's Service shall lapse at
     least as rapidly as 20% per year over the five-year period commencing on
     the date of the option grant;

          (ii) Any such right may be exercised only for cash or for
     cancellation of indebtedness incurred in purchasing the Shares; and

          (iii) Any such right may be exercised only within 90 days after the
     later of (A) the termination of the Optionee's Service or (B) the date of
     the option exercise.

     (k) Transferability of Options. An Option shall be transferable by the
Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws
of descent and distribution, except as provided in the next sentence. If the
applicable Stock Option Agreement so provides, an NSO shall also be
transferable by the Optionee by (i) a gift to a member of the Optionee's
Immediate Family or (ii) a gift to an inter vivos or testamentary trust in
which members of the Optionee's Immediate Family have a beneficial interest of
more than 50% and which provides that such NSO is to be transferred to the
beneficiaries upon the Optionee's death. An ISO may be exercised during the
lifetime of the Optionee only by the Optionee or by the Optionee's guardian or
legal representative.

     (l) Withholding Taxes. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Board of Directors may require for
the satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such exercise. The Optionee shall
also make such arrangements as the Board of Directors


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may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with the disposition
of Shares acquired by exercising an Option.

     (m) No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to receive
such Shares by filing a notice of exercise and paying the Exercise Price
pursuant to the terms of such Option.

     (n) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.

SECTION 7. Payment For Shares.

     (a) General Rule. The entire Purchase Price or Exercise Price of Shares
issued under the Plan shall be payable in cash or cash equivalents at the time
when such Shares are purchased, except as otherwise provided in this Section 7.

     (b) Surrender of Stock. To the extent that a Stock Option Agreement so
provides, all or any part of the Exercise Price may be paid by surrendering, or
attesting to the ownership of, Shares that are already owned by the Optionee.
Such Shares shall be surrendered to the Company in good form for transfer and
shall be valued at their Fair Market Value on the date when the Option is
exercised. The Optionee shall not surrender, or attest to the ownership of,
Shares in payment of the Exercise Price if such action would cause the Company
to recognize compensation expense (or additional compensation expense) with
respect to the Option for financial reporting purposes.

     (c) Services Rendered. At the discretion of the Board of Directors, Shares
may be awarded under the Plan in consideration of services rendered to the
Company, a Parent or a Subsidiary prior to the award.

     (d) Promissory Note. To the extent that a Stock Option Agreement or Stock
Purchase Agreement so provides, all or a portion of the Exercise Price or
Purchase Price (as the case may be) of Shares issued under the Plan to an
Employee or Outside Director may be paid with a full-recourse promissory note.
The Shares shall be pledged as security for payment of the principal amount of
the promissory note and interest thereon. The interest rate payable under the
terms of the promissory note shall not be less than the minimum rate (if any)
required to avoid the imputation of additional interest under the Code. Subject
to the foregoing, the Board of Directors (at its sole discretion) shall specify
the term, interest rate, amortization requirements (if any) and other
provisions of such note. This Subsection (d) shall not apply with respect to
Shares issued under the Plan to a Consultant.


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     (e) Exercise/Sale. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.

     (f) Exercise/Pledge. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to pledge Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.

SECTION 8. Adjustment Of Shares.

     (a) General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares or a combination or consolidation
of the outstanding Stock into a lesser number of Shares, corresponding
adjustments shall automatically be made in each of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option and (iii) the Exercise Price under each outstanding
Option. In the event of a declaration of an extraordinary dividend payable in a
form other than Shares in an amount that has a material effect on the Fair
Market Value of the Stock, a recapitalization, a spin-off, a reclassification
or a similar occurrence, the Board of Directors at its sole discretion may make
appropriate adjustments in one or more of (i) the number of Shares available
for future grants under Section 4, (ii) the number of Shares covered by each
outstanding Option or (iii) the Exercise Price under each outstanding Option.

     (b) Mergers and Consolidations. In the event that the Company is a party
to a merger or consolidation, outstanding Options shall be subject to the
agreement of merger or consolidation. Such agreement shall provide for:

          (i) The continuation of such outstanding Options by the Company (if
     the Company is the surviving corporation);

          (ii) The assumption of the Plan and such outstanding Options by the
     surviving corporation or its parent;

          (iii) The substitution by the surviving corporation or its parent of
     options with substantially the same terms for such outstanding Options;

          (iv) The full exercisability of such outstanding Options and full
     vesting of the Shares subject to such Options, followed by the
     cancellation of such Options; or

          (v) The settlement of the full value of such outstanding Options
     (whether or not then exercisable) in cash or cash equivalents, followed by
     the cancellation of such Options.


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     (c) Reservation of Rights. Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. The grant of an Option pursuant
to the Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, to merge or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.

SECTION 9. Securities Law Requirements.

     (a) General. Shares shall not be issued under the Plan unless the issuance
and delivery of such Shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company's securities may then be traded.

     (b) Financial Reports. The Company each year shall furnish to Optionees,
Purchasers and shareholders who have received Stock under the Plan its balance
sheet and income statement, unless such Optionees, Purchasers or shareholders
are key Employees whose duties with the Company assure them access to
equivalent information. Such balance sheet and income statement need not be
audited.

SECTION 10. No Retention Rights.

     Nothing in the Plan or in any right or Option granted under the Plan shall
confer upon the Purchaser or Optionee any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Parent or Subsidiary employing or retaining
the Purchaser or Optionee) or of the Purchaser or Optionee, which rights are
hereby expressly reserved by each, to terminate his or her Service at any time
and for any reason, with or without cause.

SECTION 11. Duration and Amendments.

     (a) Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. If the shareholders fail to approve the
Plan within 12 months after its adoption by the Board of Directors, then any
grants, exercises or sales that have already occurred under the Plan shall be
rescinded and no additional grants, exercises or sales shall thereafter be made
under the Plan. The Plan shall terminate automatically 10 years after the later
of (i) its adoption by the Board of Directors or (ii) the most recent increase
in the number of Shares reserved under Section 4 that was approved by the
Company's shareholders. The Plan may be terminated on any earlier date pursuant
to Subsection (b) below.


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     (b) Right to Amend or Terminate the Plan. The Board of Directors may
amend, suspend or terminate the Plan at any time and for any reason; provided,
however, that any amendment of the Plan shall be subject to the approval of the
Company's shareholders if it (i) increases the number of Shares available for
issuance under the Plan (except as provided in Section 8) or (ii) materially
changes the class of persons who are eligible for the grant of ISOs.
Shareholder approval shall not be required for any other amendment of the Plan.
If the shareholders fail to approve an increase in the number of Shares
reserved under Section 4 within 12 months after its adoption by the Board of
Directors, then any grants, exercises or sales that have already occurred in
reliance on such increase shall be rescinded and no additional grants,
exercises or sales shall thereafter be made in reliance on such increase.

     (c) Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan.

SECTION 12. Definitions.

     (a) "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time.

     (b) "Change in Control" shall mean (i) the consummation of a merger or
consolidation of the Company with or into another entity or (ii) the
dissolution, liquidation or winding up of the Company. The foregoing
notwithstanding, a merger or consolidation of the Company shall not constitute
a "Change in Control" if immediately after such merger or consolidation a
majority of the voting power of the capital stock of the continuing or
surviving entity, or any direct or indirect parent corporation of such
continuing or surviving entity, will be owned by the persons who were the
Company's shareholders immediately prior to such merger or consolidation in
substantially the same proportions as their ownership of the voting power of
the Company's capital stock immediately prior to such merger or consolidation.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (d) "Committee" shall mean a committee of the Board of Directors, as
described in Section 2(a).

     (e) "Company" shall mean APT Technologies, Inc., a California corporation.

     (f) "Consultant" shall mean a person who performs bona fide services for
the Company, a Parent or a Subsidiary as a consultant or advisor, excluding
Employees and Outside Directors.

     (g) "Disability" shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment.


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     (h) "Employee" shall mean any individual who is a common-law employee of
the Company, a Parent or a Subsidiary.

     (i) "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Board of Directors in
the applicable Stock Option Agreement.

     (j) "Fair Market Value" shall mean the fair market value of a Share, as
determined by the Board of Directors in good faith. Such determination shall be
conclusive and binding on all persons.

     (k) "Immediate Family" shall mean any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include
adoptive relationships.

     (l) "ISO" shall mean an employee incentive stock option described in
Section 422(b) of the Code.

     (m) "Nonstatutory Option" shall mean a stock option not described in
Sections 422(b) or 423(b) of the Code.

     (n) "Option" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.

     (o) "Optionee" shall mean a person who holds an Option.

     (p) "Outside Director" shall mean a member of the Board of Directors who
is not an Employee. (q) "Parent" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.

     (r) "Plan" shall mean this APT Technologies, Inc. 2002 Stock Plan.

     (s) "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as
specified by the Board of Directors.

     (t) "Purchaser" shall mean a person to whom the Board of Directors has
offered the right to acquire Shares under the Plan (other than upon exercise of
an Option).

     (u) "Service" shall mean service as an Employee, Outside Director or
Consultant.


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<PAGE>


     (v) "Share" shall mean one share of Stock, as adjusted in accordance with
Section 8 (if applicable).

     (w) "Stock" shall mean the Common Stock of the Company.

     (x) "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee that contains the terms, conditions and restrictions pertaining
to the Optionee's Option.

     (y) "Stock Purchase Agreement" shall mean the agreement between the
Company and a Purchaser who acquires Shares under the Plan that contains the
terms, conditions and restrictions pertaining to the acquisition of such
Shares.

     (z) "Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.


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