Exhibit 10.12

                                OPTION AGREEMENT

      THIS OPTION AGREEMENT ("Option") is entered into effective the 1st day of
July 2002, by and between Walter W. Grieves ("Optionee") and NewBridge Capital,
Inc., a Nevada corporation (the "Company").

     WHEREAS, the Company has agreed to issue to Optionee options to purchase
shares of its $.001 par value common stock (the "Common Stock") in connection
with the Agreement for services provided by Optionee through the date hereof, a
copy of which is attached hereto and incorporated by reference herein (the "Fee
Agreement"); and,

      WHEREAS, to induce Optionee to execute the Fee Agreement, the Company
hereby grants Optionee an option to purchase shares of the Company's Common
Stock, subject to the terms and conditions set forth below.

      NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Optionee and the Company agree as follows:

1.    The Option

      The Company hereby grants to Optionee the option to acquire One Million
      (1,000,000) shares of the Company's Common Stock (the "Option Shares"), at
      a purchase price as follows:

      Two Hundred Fifty Thousand (250,000) shares exercisable at $.05 per share,
      Two Hundred Fifty Thousand (250,000) shares exercisable at $.15 per share,
      Two Hundred Fifty Thousand (250,000) shares exercisable at $.30 per share,
      Two Hundred Fifty Thousand (250,000) shares exercisable at $.45 per share.

2.    Term and Exercise of Option

      A)     Term of Option. Subject to the terms of this Option, Optionee shall
             have the right to exercise the Option in whole or in part, until
             the fifth (5th) anniversary of Optionee's execution hereof.

      B)     Exercise of the Option. The Option may be exercised either in full
             or in part and from time to time by Optionee upon written notice to
             the Company setting out the number of Option Shares to be purchased
             accompanied by payment of the applicable portion of the Option
             Price.

      C)     Issuance of Option Shares. Upon receipt of notice of exercise and
             payment of the Option Price, the Company shall immediately cause
             the delivery of the Option Shares so purchased to Optionee, or in
             such name or names as Optionee may designate. In the event the
             Option is exercised in respect of less than all of the Option
             Shares purchasable on such exercise at any time prior to the date
             of expiration hereof, the remaining Option Shares shall continue to
             be subject to adjustment as set forth in paragraph 3 hereof.

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3.    Adjustment of Option Shares

      The number of Option Shares purchasable pursuant to this Option shall be
      subject to adjustment from time to time upon the happening of certain
      events, as follows:

      A)     Adjustment for Recapitalization. In the event the Company shall (a)
             subdivide its outstanding shares of Common Stock, or (b) issue or
             convert by a reclassification or recapitalization of its shares of
             Common Stock into, for, or with other securities (a
             "Recapitalization"), the number of Option Shares purchasable
             hereunder immediately following such Recapitalization shall be
             adjusted so that Optionee shall be entitled to receive the kind and
             number of Option Shares or other securities of the Company measured
             as a percentage of the current issued and outstanding shares of
             Company's Common Stock as of the date hereof, which it would have
             been entitled to receive had such Option been exercised immediately
             prior to the happening of such event or any record date with
             respect thereto. An adjustment made pursuant to this paragraph
             shall be calculated and also take into account the formula set
             forth in paragraph 3.B. below.

      B)     Preservation of Purchase Rights Under Consolidation. Subject to
             paragraph 3.A. above, in case of any Recapitalization or any other
             consolidation of the Company with or merger of the Company into
             another corporation, or in case of any sale or conveyance to
             another corporation of the property of the Company as an entirety
             or substantially as an entirety, the Company shall prior to the
             closing of such transaction, cause such successor or purchasing
             corporation, as the case may be, to acknowledge and accept
             responsibility for the Company's obligations hereunder and to grant
             Optionee the right thereafter upon payment of the Option Price to
             purchase the kind and amount of shares and other securities and
             property which he would have owned or have been entitled to receive
             after the happening of such consolidation, merger, sale or
             conveyance. The provisions of this paragraph shall similarly apply
             to successive consolidations, mergers, sales or conveyances.

      C)     Notice of Adjustment. Whenever the number of Option Shares
             purchasable hereunder is adjusted, as herein provided, the Company
             shall mail by first class mail, postage prepaid, to Optionee notice
             of such adjustment or adjustments, and shall deliver to Optionee
             setting forth the adjusted number of Option Shares purchasable and
             a brief statement of the facts requiring such adjustment, including
             the computation by which such adjustment was made.

4.    Assignment

      The rights represented by this Option may only be assigned or transferred
      by Optionee to an affiliate or retirement plan, or to a trust if effected
      as the result of estate planning. For the purpose of this Option, the term
      "affiliate" shall be defined as a family member or an enterprise that
      directly, or indirectly through one or more intermediaries, controls, or
      is controlled by, or is under common control of Optionee; otherwise, this
      Option and the rights hereunder shall not be assigned by either party
      hereto.

5.    Counterparts

      This Option may be executed simultaneously in two or more counterparts,
      each of which shall be deemed an original, but all of which together shall
      constitute one and the same instrument. A facsimile, telecopy or other
      reproduction of this instrument may be executed by one or more parties
      hereto and such executed copy may be delivered by facsimile or similar
      instantaneous electronic transmission device pursuant to which the
      signature of or on behalf of such party can be seen, and such execution
      and delivery shall be considered valid, binding and effective for all
      purposes. At the request of any party hereto, all parties agree to execute
      an original of this instrument as well as any facsimile, telecopy or other
      reproduction hereof.

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6.    Further Documentation

      Each party hereto agrees to execute such additional instruments and take
      such action as may be reasonably requested by the other party to affect
      the transaction, or otherwise to carry out the intent and purposes of this
      Option.

7.    Notices

      All notices and other communications hereunder shall be in writing and
      shall be sent by prepaid first class mail to the parties at the following
      addresses, as amended by the parties with written notice to the other:

            To Optionee:        Walter W. Grieves
                                24 Corporate Plaza #100
                                Newport Beach, California 92660
                                Telephone: 949 760 9737
                                Facsimile: 949 717 0613

            To the Company:     NewBridge Capital, Inc.
                                24 Corporate Plaza, Suite 100
                                Newport Beach, California 92660
                                Telephone: 949 717 0626
                                Facsimile: 949 717 0613
8.    Governing Law

      This Option was negotiated, and shall be governed by the laws of
      California, County of Orange notwithstanding any conflict-of-law provision
      to the contrary.

9.    Entire Option

      This Option sets forth the entire understanding between the parties hereto
      and no other prior written or oral statement or agreement shall be
      recognized or enforced.

10.   Severability

      If a court of competent jurisdiction determines that any clause or
      provision of this Option is invalid, illegal or unenforceable, the other
      clauses and provisions of the Option shall remain in full force and effect
      and the clauses and provisions which are determined to be void, illegal or
      unenforceable shall be limited, so that they shall remain in effect to the
      extent permissible by law.

11.   Headings

      The section and subsection headings in this Option are inserted for
      convenience only and shall not effect in any way the meaning or
      interpretation of this Option.

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      IN WITNESS WHEREOF, the parties have executed this Option the day and
year first written above.
                                   "Optionee"

                                   /s/ Walter G. Grieves
                                   ------------------------------------------
                                       Walter W. Grieves


                                   The "Company"

                                   NewBridge Capital, Inc.
                                   a Nevada corporation


                                   By: /s/ Fred G. Luke
                                   -----------------------------------------
                                   Name:   Fred G. Luke
                                   Title:  President