EXHIBIT 10.1
                                                                    ------------


                                 DOBLIQUE, INC.



                             2003 STOCK OPTION PLAN



1.       Establishment of Plan

This Plan is hereby  established  on the terms and  conditions  hereinafter  set
forth.

2.       Purpose of Plan

The  purpose of this Plan is to advance  the  interests  of the  Corporation  by
encouraging  Senior  Management,  Executive  Management  and  any  other  person
determined  by the  Committee  to  have  made  a  valuable  contribution  to the
Corporation to acquire Shares,  thereby (i) increasing the proprietary interests
of such persons in the Corporation,  (ii) aligning the interests of such persons
with  the  interests  of  the  Corporation's   shareholders   generally,   (iii)
encouraging  such persons to remain  associated  with the  Corporation  and (iv)
furnishing such persons with an additional  incentive in their efforts on behalf
of the Corporation.

3.       Definitions

For the purposes of this Plan, the following terms have the following meanings:

         (a)      "Board" means the Board of Directors of the Corporation;

         (b)      "Business Day" means a day other than a Saturday,  a Sunday or
                  another  day on which the banks  are  closed in New York,  New
                  York.

         (c)      "Change of Control" has the meaning  given  thereto in Section
                  12;

         (d)      "Code" shall mean the U.S.  Internal  Revenue Code of 1986, as
                  amended.

         (e)      "Committee"   means  the  Compensation   Committee,   being  a
                  committee  appointed by the Board and  consisting of not fewer
                  than  two  members  of the  Board,  with  each  member  of the
                  Committee  serving at the pleasure of the Board,  or, if there
                  is no  Compensation  Committee,  the Committee  shall mean the
                  full Board of Directors;

         (f)      "Corporation" means Doblique, Inc.;

         (g)      "Directors" means directors of the Corporation;

         (h)      "Discretion"  means, with respect to the Committee,  the sole,
                  absolute and unfettered discretion of the Committee;

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         (i)      "Executive  Management" means the positions in the Corporation
                  identified  in  Schedule  1  attached  hereto,  as same may be
                  amended by the Committee in its Discretion, from time to time;

         (j)      "Exercise  Price"  means  the  price  at which  Shares  may be
                  acquired on the exercise of an Option;

         (k)      "Fair Market  Value" per share of Common Stock on any relevant
                  date shall be  determined  in  accordance  with the  following
                  provisions:

         If       the  Common  Stock is at the  time  traded  on any  recognized
                  trading  market,  then  the  Fair  market  Value  shall be the
                  closing selling price per share of Common Stock on the date in
                  question,  as such price is reported by such market.  It there
                  is no closing  selling  price for the Common Stock on the date
                  in  question,  then the Fair Market Value shall be the closing
                  selling  price  on the last  preceding  date  for  which  such
                  quotation exists.

         (l)      "Incentive  Option"  shall mean an option which  satisfies the
                  requirements of Code Section 422.

         (m)      "Non-qualified Option" or "Non-statutory Option" shall mean an
                  option  not  intended  to  satisfy  the  requirements  of Code
                  Section 422.

         (n)      "Options" means the options granted  hereunder to Participants
                  to purchase the Shares;

         (o)      "Parent"   shall  mean  any   corporation   (other   than  the
                  Corporation) in an unbroken chain of corporations  ending with
                  the  Corporation,  provided each  corporation  in the unbroken
                  chain (other than the  Corporation)  owns,  at the time of the
                  determination, stock possessing fifty percent (50%) or more of
                  the total combined voting power of all classes of stock in one
                  of the other corporations in such chain.

         (p)      "Participant" has the meaning given thereto in Section 7;

         (q)      "Plan" means this stock option plan  pursuant to which Options
                  may be granted to the Senior Management,  Executive Management
                  and any other person  determined by the Committee to have made
                  a valuable contribution to the Corporation;

         (r)      "Senior  Management"  means the  positions in the  Corporation
                  identified  in  Schedule  2  attached  hereto,  as same may be
                  amended by the Committee in its Discretion, from time to time;

         (s)      "Service"  shall  mean the  performance  of  services  for the
                  Corporation  by a person  in the  capacity  of a  non-employee
                  member  of  the  board  of  directors,  or  a  consultant,  or
                  independent  advisor,  or any other person  determined  by the
                  Committee  to  have  made  a  valuable   contribution  to  the
                  Corporation.

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         (t)      "Shares" means Common  Shares,  or such other shares as may be
                  substituted therefor,  in the capital of the Corporation,  and
                  shall  be  deemed  to  include  any  other  securities  of the
                  Corporation  that  may be  acquired  by a  Participant  on the
                  exercise of an Option,  the terms of which have been  modified
                  in accordance with Section 16;

         (u)      "10% Stockholder" shall mean the owner of stock (as determined
                  under Code Section  424(d))  possessing  more than ten percent
                  (10%) of the total  combined  voting  power of all  classes of
                  stock of the Corporation (or any Parent or Subsidiary).

4.       Administration of Plan

         (a)      This  Plan  shall  be  administered  by  the  Committee.   The
                  Committee  shall select one of its members as its Chairman and
                  shall  hold its  meetings  at such  time and place as it shall
                  deem  advisable.  A majority of the  members of the  Committee
                  shall  constitute a quorum,  and all actions of the  Committee
                  shall be taken by a  majority  of the  members  present at any
                  meeting.  Any  action  of the  Committee  may be  taken  by an
                  instrument or instruments in writing signed by all the members
                  of  the  Committee,  and  any  action  so  taken  shall  be as
                  effective  as if it had been passed by a majority of the votes
                  cast by the members of the  Committee  present at a meeting of
                  such members duly called and held.

         (b)      Subject  to the terms and  conditions  set forth  herein,  the
                  Committee is authorized to provide for the granting,  exercise
                  and  method of  exercise  of the  Options,  all on such  terms
                  (which may vary between  Options granted from time to time) as
                  it shall determine.  In addition, the Committee shall have the
                  authority  to (i)  construe  and  interpret  this Plan and all
                  option  agreements  entered into  hereunder,  (ii)  prescribe,
                  amend and rescind rules and regulations relating to this Plan,
                  and (iii) make all other determinations necessary or advisable
                  for the administration of this Plan.

         (c)      All determinations and  interpretations  made by the Committee
                  shall be final and  binding on all  Participants  and on their
                  legal personal representatives and beneficiaries.

         (d)      Notwithstanding   anything  else  herein,  the  Committee  has
                  ultimate  decision-making  authority  in respect of this Plan,
                  and each decision made by the Committee  shall be  recommended
                  to the  Committee and the  Committee  may, in its  Discretion,
                  approve, not approve, or revise such decision.

5.       Shares Subject to Plan

         (a)      Subject to Section 16 below,  the Shares  that may be acquired
                  by  Participants  under this Plan shall  consist of authorized
                  but unissued Shares.

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         (b)      The  aggregate  number of Shares  reserved for issuance  under
                  this Plan or any other stock  option  plan of the  Corporation
                  shall not exceed five million (5,000,000) shares.

6.       Maintenance of Sufficient Capital

The Corporation  shall at all times during the term of this Plan ensure that the
number of Shares it is  authorized  to issue shall be  sufficient to satisfy the
requirements of this Plan.

7.       Eligibility and Participation

         (a)      The  Committee  may,  in  its  Discretion,  select  any of the
                  following persons to participate in the Plan:

                  (i)      Senior Management;

                  (ii)     Executive Management;

                  (iii)    Other person determined by the Committee to have made
                           a valuable contribution to the Corporation.

         (any such person being herein referred to as a "Participant").

         (b)      Notwithstanding the foregoing, the Committee shall in no event
                  be  obligated  to grant any  minimum  number of Options to any
                  Participant.

         (c)      Each grant of  Options  shall be  subject  to, and upon,  such
                  terms,   conditions  and  limitations  as  the  Committee  may
                  determine, including the terms, conditions and limitations set
                  forth herein.

         (d)      Options shall be evidenced by an  agreement,  signed on behalf
                  of the  Corporation  and by the  person  to whom an  Option is
                  granted,  which agreement shall be in the form attached hereto
                  as Schedule 3, or such other form as the Committee shall, from
                  time to time, approve.

8.       Incentive Options

The terms specified in this section 8, shall be applicable to Incentive Options.

         (a)      Incentive   Options   may   only  be   granted   to   eligible
                  Participants.

         (b)      The exercise price per share for each  Incentive  Option shall
                  not be less than one hundred percent (100%) of the Fair Market
                  Value  per share of  Common  Stock on the  grant  date of that
                  Incentive Option.

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(c)               If any Employee to whom an Incentive Option is granted is a
                  10% Stockholder, then the exercise price per share shall not
                  be less than one hundred and ten percent (110%) of the Fair
                  Market Value per share of Common Stock on the option grant
                  date, and the option term shall not exceed five (5) years
                  measured from the option grant date.

9.       Non-qualified (non-statutory) Options

The terms  specified  in this  Section 9 shall be  applicable  to  Non-qualified
Options.

         (a)      Non-qualified  Options  may be  granted as an  alternative  to
                  Incentive Stock Options for eligible Participants who may find
                  them to be more attractive.

         (b)      The exercise price per share for each Non-qualified Option can
                  be less than one  hundred  percent  (100%) of the Fair  Market
                  Value  per share of  Common  Stock on the  grant  date of that
                  Non-qualified  Option,  to be determined at the  discretion of
                  the Board.

10.      Number of Optioned Shares

Unless otherwise  determined by the Committee at the time the Option is granted,
each Option entitles the holder of that Option to one Share.


11.      Termination of Options

Any Option granted herein shall, unless otherwise determined by the Committee or
specified in this Plan, terminate on the earliest occurrence of any of the
following:

         (a)      The expiry of the tenth anniversary from the date on which the
                  Option was granted  (unless a 10% Stockholder in which case it
                  is five years);

         (b)      The 90th day following the date on which the Participant is no
                  longer an officer or employee of the Corporation or any of its
                  Affiliates or Associates, regardless of the circumstances that
                  lead to the  Participant  no longer holding any such position;
                  or, for a person in the capacity of a non-employee Participant
                  determined   by  the   Committee   to  have  made  a  valuable
                  contribution  to the  Corporation,  the 90th day following the
                  date on which  their  Service  ceased  (either by end of their
                  contract  or as  deemed  by  the  Committee)  for  any  reason
                  whatsoever;

         (c)      The date on which  any of the  following  events  occurs  to a
                  Participant:

                  (i)      he dies;

                  (ii)     he  is  petitioned   into   bankruptcy  or  makes  an
                           assignment for the benefit of his creditors;

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                  (iii)    he is judged insane or  incompetent to handle his own
                           affairs by a court of competent jurisdiction;

                  (iv)     he is declared a dependant  adult  within the meaning
                           of  applicable   dependent  adult  or  other  similar
                           legislation;

                  (v)      an order is made by a court of competent jurisdiction
                           pursuant to  matrimonial  property  or other  similar
                           legislation   having  the  effect  of  removing   the
                           Participant's  independent  control over the exercise
                           of the Options; or

                  (vi)     his Options are seized or attached in any way for the
                           payment of any judgment or order; and

         (d)      One year  following  the date on  which a  Change  of  Control
                  occurs.

12.      Vesting of Options

The  Committee  may  specify  that  Options  shall  vest  over a period  of time
determined  by the  Committee,  and the terms of any such vesting may vary among
different Participants.

Notwithstanding  anything else herein,  each Option will vest  completely on the
date the Corporation  provides the Participant  with notice that any shareholder
or  shareholders  of  the  Corporation  holding  at  least  a  majority  of  the
outstanding  issued Shares has agreed to transfer or sell such  shareholder's or
shareholders'  Shares constituting such controlling interst to a bona fide third
party  purchaser  acting at arm's  length to such  shareholder  or  shareholders
(`Change of Control').

13.      Method of Exercising Options

         (a)      Each Option may be exercised in whole or in part and,  where a
                  vesting  limitation has been imposed at the time of grant,  at
                  any  time  after  the  vesting,  but  prior to the  expiry  or
                  termination, of the Option.

         (b)      Any Participant wishing to exercise an Option shall deliver to
                  the Corporation, at its principal office in Miami, Florida:

                  (i)      a written  notice  expressing  the  intention of such
                           Participant to exercise the Participant's  Option and
                           specifying  the  number of Shares in respect of which
                           the Option is exercised; and

                  (ii)     pay the  aggregate  Exercise  Price for the purchased
                           shares in one or more of the following forms:

                           (A)      a cash  payment,  check or bank  draft  made
                                    payable to the Corporation; or

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                           (B)      shares of Common  Stock held by  Participant
                                    for the requisite  period necessary to avoid
                                    a charge to the  Corporation's  earnings for
                                    financial  reporting  purposes and valued at
                                    Fair Market Value on the Exercise Date; or

                           (C)      through  a  special   sale  and   remittance
                                    procedure   pursuant  to  which  Participant
                                    shall   concurrently   provide   irrevocable
                                    instructions (I) to a Corporation-designated
                                    brokerage  firm to effect the immediate sale
                                    of the  purchased  shares  and  remit to the
                                    Corporation,   out  of  the  sale   proceeds
                                    available on the settlement date, sufficient
                                    funds to cover the aggregated Exercise Price
                                    payable  for the  purchased  shares plus all
                                    applicable  Federal,  State and local income
                                    and employment taxes required to be withheld
                                    by  the   Corporation   by  reason  of  such
                                    exercise  and  (II)  to the  Corporation  to
                                    deliver the  certificates  for the purchased
                                    shares  directly to such  brokerage  firm in
                                    order to complete the sale.

                  (iii)    except  to  the  extent   the  sale  and   remittance
                           procedure is utilized in  connection  with the option
                           exercise,   payment  of  the   Exercise   Price  must
                           accompany  the  written   notice   delivered  to  the
                           Corporation in connection with the option exercise.

         (c)      A  Participant  may,  following  the  exercise of an Option as
                  hereinbefore  described,  submit  a  written  request  to  the
                  Corporation,  requesting that a share certificate be issued in
                  the  Participant's  name  representing the aggregate number of
                  fully paid and non-assessable  Shares that were the subject of
                  the exercise.  Within a reasonable  time following  receipt of
                  such  request,   the   Corporation   shall  use   commercially
                  reasonable  efforts to  deliver,  or cause the  registrar  and
                  transfer   agent  of  the  Shares  to   deliver,   such  share
                  certificate to such Participant.

14.      Rights of Participants

         (a)      No Participant shall have any of the rights or privileges of a
                  shareholder  of the  Corporation  in  respect  of  any  Shares
                  issuable  upon  exercise  of  such  Option  until  all  of the
                  requirements  set forth in Section  13(c) have been  satisfied
                  and all checks and bank drafts have completely cleared so that
                  Corporation has been duly paid.

         (b)      Neither the selection of any person as a  Participant  nor the
                  granting of an Option to any Participant shall (i) confer upon
                  such  Participant  any right to  continue  as an  officer,  or
                  employee  of  the   Corporation  or  in  the  Service  of  the
                  Corporation,  or (ii) be  construed  as a  guarantee  that the
                  Participant  will  continue as an officer,  or employee of the
                  Corporation, or in the Service of the Corporation.

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                                       8


15.      Proceeds from Exercise of Options

Proceeds  generated by the sale of any Shares in connection with the exercise of
an  Option  shall be added to the  general  funds of the  Corporation  and shall
thereafter be used from time to time for such corporate purposes as the Board of
Directors may, in its Discretion, determine and direct.

16.      Adjustments

         (a)      If the outstanding Shares of the Corporation are subdivided or
                  consolidated,  the number of Shares subject to this Plan shall
                  be  increased  or  decreased  proportionately.  In such event,
                  corresponding  adjustments  shall  be  made to the  number  of
                  Shares deliverable on the exercise of any Option granted prior
                  to such  event  and to the price  for each  Share  that is the
                  subject of the  unexercised  portion  of the Option  (although
                  there shall be no change to the  aggregate  price  payable for
                  such Shares).  If the Corporation is  reorganized,  or merged,
                  consolidated or amalgamated with another corporation,  and the
                  options are continued by the surviving company,  the Committee
                  shall make  appropriate  provisions for the continuance of the
                  Options  then  outstanding  and to prevent  their  dilution or
                  enlargement.

         (b)      The Committee shall determine all adjustments to be made under
                  this  Section 16, and the  Committee's  determination  in that
                  regard shall be final and binding.  No fractional Shares shall
                  be issued under this Plan on any such adjustment.

17.      Transferability

All Options shall be personal to the  Participant.  No Options shall be assigned
or otherwise  transferred  by the  Participant  except to a trust  governed by a
Registered  Retirement  Savings Plan,  401(k),  Pension Plan or similar plan, of
which the Participant is the sole beneficiary.

18.      Amendment and Termination of Plan

The Committee  may, at any time,  subject to any required  regulatory  approval,
suspend or terminate this Plan, or amend or revise the terms  thereof,  provided
that no amendment or revision  shall alter the terms of any Options  theretofore
granted.

19.      Necessary Approvals

The obligation of the Corporation to issue and deliver Shares in accordance with
this Plan is subject to applicable securities  legislation and to the receipt of
Shareholder  and all other  approvals  that may be required from any  regulatory
authority or stock  exchange  having  jurisdiction  over the  securities  of the
Corporation.  If Shares cannot be issued to a Participant  on the exercise of an
Option for any reason  whatsoever,  the  Corporation's  obligation  to issue the
Shares that are the  subject of such Option  shall  terminate.  The  Corporation
will, as soon as reasonably  practicable  thereafter,  return to the  exercising
Participant any funds paid by such  Participant to the Corporation in connection
with such Option.

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                                       9


20.      Right to Issue Other Shares

The  Corporation  shall not by virtue of this Plan be in any way restricted from
declaring and paying dividends,  issuing further Shares, varying or amending its
share  capital or corporate  structure,  or  conducting  its business in any way
whatsoever.

21.      Non-Exercise or Expiry of Options

If any Option  shall  expire or  terminate  for any reason  without  having been
exercised  in full,  or if any Option is not  exercised in  accordance  with the
terms of the Plan,  the Shares  reserved  for  issuance  pursuant to such Option
shall  revert  to the Plan and shall be  available  to be the  subject  of other
Options or for any other purpose the Committee may determine.

22.      Notice

         (a)      Unless  otherwise  specified herein or otherwise agreed by the
                  parties in writing, all notices, requests and demands required
                  to be given under or pursuant to this Plan shall be in writing
                  and delivered by  postage-paid  mail,  personally,  by prepaid
                  courier, by fax or by other electronic means, addressed to the
                  appropriate party as follows:

                  (i)      if to the Corporation, to:

                           801 Brickell, 9th Floor, Miami, Florida 33131.

                           Attention:                V.P. Finance
                           Fax:                      (305) 372-0189
                           Electronic mail: rima.goldshmidt@doblique.com

                  (ii)     if to a  Participant,  to  such  Participant  at  his
                           address as it appears on the books of the Corporation
                           or, if the  address of such  Participant  does not so
                           appear, to the last known address of such Participant
                           held by the Corporation; and

                  (iii)    if to any other person,  to the last known address of
                           such person held by the Corporation.

         (b)      Subject to Section 22c), a notice shall be deemed to have been
                  given:

                  (i)      if  delivered by mail,  seventy-two  (72) hours after
                           the mailing thereof, Saturdays, Sundays and statutory
                           holidays  excepted,  provided that if there shall be,
                           prior to the time of mailing or the actual receipt of
                           a notice,  a threatened  or actual  postal  strike or
                           other  interruption that might affect the delivery of
                           the  notice  by  mail,  then  such  notice  shall  be
                           delivered  personally,  by prepaid courier, by fax or
                           by other electronic means;

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                                       10



                  (ii)     if delivered either  personally or by prepaid courier
                           on a Business Day, on that Business Day;

                  (iii)    if delivered either  personally or by prepaid courier
                           on a day  that is not a  Business  Day,  on the  next
                           Business Day;

                  (iv)     if  sent  by  fax  or  other  electronic  means  on a
                           Business   Day  and   the   sending   party   obtains
                           confirmation  that the notice  has been  successfully
                           transmitted  before 2:00 p.m.  (recipient's  time) on
                           that Business Day, on that Business Day;

                  (v)      if  sent  by  fax  or  other  electronic  means  on a
                           Business   Day  and   the   sending   party   obtains
                           confirmation  that the notice  has been  successfully
                           transmitted, but that some or all of the pages of the
                           notice were transmitted  after 2:00 p.m. (time of the
                           recipient), on the next Business Day;

                  (vi)     if sent by fax or  other  electronic  means  on a day
                           that is not a  Business  Day and  the  sending  party
                           obtains   confirmation   that  the  notice  has  been
                           successfully  transmitted,  then on the next Business
                           Day.

         (c)      If a notice  is sent by fax or  other  electronic  means  and,
                  before  the time at which the  notice  would be deemed to have
                  been given under Section  22(b),  the receiving  party informs
                  the sending  party that the notice has been received in a form
                  that is  unclear  in a  material  respect,  the giving of that
                  notice  is   ineffective   and  the  sending  party  shall  be
                  responsible for sending another notice.

         (d)      Any party may,  from time to time,  give notice of a change in
                  its address,  contact person,  fax number or other  electronic
                  address by notice as provided herein and, in that event,  such
                  information shall be deemed changed accordingly.

         (e)      No party shall prevent, hinder or delay or attempt to prevent,
                  hinder or delay the  service  on that  party of a notice to be
                  provided under or pursuant to this Plan.

23.      Currency

All  references to money or dollar  amounts herein shall be references to United
States of America currency, unless otherwise specifically provided for herein.







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                                       11


24.      Interpretation

This Plan will be  governed  by and  construed  in  accordance  with the laws of
Nevada and the laws of the United States of America applicable therein.

Dated effective the 1st day of May, 2003.

DOBLIQUE, INC.


     Per: /s/ Jack Kachkar, Chairman
          ---------------------------------------------





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                                   Schedule 1

                              Executive Management
                              --------------------

Chief Executive Officer

President

Chief Operating Officer

Executive Vice Presidents

Chief Financial Officer



<PAGE>

                                   Schedule 2

                                Senior Management
                                -----------------

Senior Vice Presidents

Vice Presidents



<PAGE>

                                   Schedule 3

                             STOCK OPTION AGREEMENT

This Agreement dated effective the _____ day of ____________, 200__


BETWEEN:

DOBLIQUE, INC., a corporation incorporated under the laws of the State of Nevada

                               (the "Corporation")

                                     - and -

                          _____________, of the City of
                ___________, in the State/Province of___________


                               (the "Participant")

WHEREAS:

A.       The Corporation has implemented a stock option plan (the "Plan");

B.       The   Participant   is  a   member   of   Senior   Management/Executive
         Management/Other  person  determined  by the  Committee  to have made a
         valuable contribution to the Corporation;

C.       The  Participant  has been  designated  by the Committee as eligible to
         participate in the Plan; and

D.       The  Corporation  wishes  to  grant to the  Participant  an  option  to
         purchase Shares in accordance with the terms of the Plan.

NOW, THEREFORE,  THIS AGREEMENT  WITNESSETH that, in consideration of the mutual
premises  and  obligations  set forth  herein  and for other  good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:

1.       Except as otherwise defined herein, each capitalized term used herein
         shall have the meaning given thereto in the Plan.

2.       The  Corporation  hereby  grants  to  the  Participant  an  irrevocable
         [incentive /  non-qualified]  option (the  "Option") to purchase all or
         any part of ____ Shares at a price of $______ per Share, subject to the
         terms and conditions set forth herein.

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                                       2


3.       The Option  will  expire and  terminate  on the date that  occurs  (the
         "Option Expiry Date") on the earlier of:

         (a)      The expiry of the tenth anniversary from the date on which the
                  Option was granted;

         (b)      The 90th day following the date on which the Participant is no
                  longer an officer or employee of the Corporation or any of its
                  Affiliates or Associates, regardless of the circumstances that
                  lead to the  Participant  no longer holding any such position;
                  or, for a person in the capacity of a non-employee Participant
                  determined   by  the   Committee   to  have  made  a  valuable
                  contribution  to the  Corporation,  the 90th day following the
                  date on which  their  Service  ceased  (either by end of their
                  contract  or as  deemed  by  the  Committee)  for  any  reason
                  whatsoever;

         (c)      The date on which any of the  following  events  occurs to the
                  Participant:

                  (i)      he dies;

                  (ii)     he  is  petitioned   into   bankruptcy  or  makes  an
                           assignment for the benefit of his creditors;

                  (iii)    he is judged insane or  incompetent to handle his own
                           affairs by a court of competent jurisdiction;

                  (iv)     he is declared a dependant  adult  within the meaning
                           of  applicable   dependent  adult  or  other  similar
                           legislation;

                  (v)      an order is made by a court of competent jurisdiction
                           pursuant to  matrimonial  property  or other  similar
                           legislation   having  the  effect  of  removing   the
                           Participant's  independent  control over the exercise
                           of the Option; or

                  (vi)     his Option is seized or  attached  in any way for the
                           payment of any judgment or order; and

         (d)      One year  following  the date on  which a  Change  of  Control
                  occurs.

4.       The  Option  shall  vest  as  per  the  following  schedule:  [insert].
         Notwithstanding  anything else herein, each Option will vest completely
         on the date the Corporation  provides the Participant  with notice of a
         Change of Control.

5.       If the Participant  wishes to exercise the Option,  he shall deliver to
         the Corporation,  at its principal  office at 801 Brickell,  9th Floor,
         Miami, Florida 33131.

<PAGE>
                                       3



                           Attention:                V.P. Finance
                           Fax:                      (305) 372-0189
                           Electronic mail: rima.goldshmidt@doblique.com



         (a)      Any Participant wishing to exercise an Option shall deliver to
                  the Corporation, at its principal office in Miami, Florida:

                  (i)      a written  notice  expressing  the  intention of such
                           Participant to exercise the Participant's  Option and
                           specifying  the  number of Shares in respect of which
                           the Option is exercised; and

                  (ii)     pay the  aggregate  Exercise  Price for the purchased
                           shares in one or more of the following forms:

                           (A)      a cash  payment,  check or bank  draft  made
                                    payable to the Corporation; or

                           (B)      shares of Common  Stock held by  Participant
                                    for the requisite  period necessary to avoid
                                    a charge to the  Corporation's  earnings for
                                    financial  reporting  purposes and valued at
                                    Fair Market Value on the Exercise Date; or

                           (C)      through  a  special   sale  and   remittance
                                    procedure   pursuant  to  which  Participant
                                    shall   concurrently   provide   irrevocable
                                    instructions (I) to a Corporation-designated
                                    brokerage  firm to effect the immediate sale
                                    of the  purchased  shares  and  remit to the
                                    Corporation,   out  of  the  sale   proceeds
                                    available on the settlement date, sufficient
                                    funds to cover the aggregated Exercise Price
                                    payable  for the  purchased  shares plus all
                                    applicable  Federal,  State and local income
                                    and employment taxes required to be withheld
                                    by  the   Corporation   by  reason  of  such
                                    exercise  and  (II)  to the  Corporation  to
                                    deliver the  certificates  for the purchased
                                    shares  directly to such  brokerage  firm in
                                    order to complete the sale.

                  (iii)    except  to  the  extent   the  sale  and   remittance
                           procedure is utilized in  connection  with the option
                           exercise,   payment  of  the   Exercise   Price  must
                           accompany  the  written   notice   delivered  to  the
                           Corporation in connection with the option exercise.


<PAGE>
                                       4


         (b)      A  Participant  may,  following  the  exercise of an Option as
                  hereinbefore  described,  submit  a  written  request  to  the
                  Corporation,  requesting that a share certificate be issued in
                  the  Participant's  name  representing the aggregate number of
                  fully paid and non-assessable  Shares that were the subject of
                  the exercise.  Within a reasonable  time following  receipt of
                  such  request,   the   Corporation   shall  use   commercially
                  reasonable  efforts to  deliver,  or cause the  registrar  and
                  transfer   agent  of  the  Shares  to   deliver,   such  share
                  certificate to such Participant.

6.       The Participant  acknowledges  and agrees that neither the selection of
         the Participant under the Plan nor the granting of the Option hereunder
         shall (i)  confer  upon the  Participant  any right to  continue  as an
         officer,  or  employee  of the  Corporation,  or in the  Service of the
         Corporation  as the case may be, or (ii) be  construed  as a  guarantee
         that the  Participant  will continue as an officer,  or employee of the
         Corporation,  or in the Service of the  Corporation as the case may be.
         The Participant further acknowledges and agrees that this Agreement and
         the Option  granted  hereby shall in no way  constitute the basis for a
         claim for damages by the  Participant  against the  Corporation  in the
         event  of  the   termination  of  the  employment  or  Service  of  the
         Participant with the Corporation for any reason whatsoever,  including,
         without  limitation,  the  Participant's  wrongful  dismissal,  and the
         Participant hereby releases and forever discharges the Corporation from
         all claims and rights of action for  damages  whatsoever  based upon or
         arising  out of this  Agreement  and  the  cancellation  of the  Option
         granted hereunder as a result of such termination.

7.       The  Participant  shall not have any of the rights or  privileges  of a
         shareholder of the  Corporation in respect of any Shares  issuable upon
         exercise  of the  Option  until  all of the  requirements  set forth in
         Section 5 have been satisfied and all checks and bank drafts cleared so
         that Corporation has been duly paid.

8.       The number of Shares  deliverable upon the exercise of the Option shall
         be  increased  or  decreased   proportionately  in  the  event  of  the
         subdivision  or  consolidation   of  the  outstanding   Shares  of  the
         Corporation prior to the Option Expiry Date,  without any change in the
         total price  applicable to the unexercised  portion of the Option,  but
         with a corresponding  adjustment in the price for each Share covered by
         the  Option.   If  the  Corporation  is   reorganized,   or  merged  or
         consolidated or amalgamated with another  corporation,  and the options
         are  continued  by the  surviving  company,  the  Committee  shall make
         appropriate provisions for the continuance of the Option and to prevent
         its dilution or enlargement.  Adjustments under this Section 8 shall be
         made by the Committee of the  Corporation,  whose  determination  as to
         what adjustments shall be made, and the extent thereof, shall be final,
         binding and  conclusive.  No  fractional  Shares shall be issued on any
         such adjustment.

<PAGE>
                                       5


9.       The Option and all  benefits  and rights  accruing  to the  Participant
         hereunder  shall not be  transferred  or  assigned  by the  Participant
         except to a trust  governed by a Registered  Retirement  Savings  Plan,
         401(k),  Pension Plan or similar plan, of which the  Participant is the
         sole beneficiary. During the lifetime of the Participant the Option may
         only be exercised by the  Participant  as herein  provided,  and in the
         event of the death of the  Participant,  the Option shall  terminate as
         provided in Section 3.

10.      The Participant  acknowledges and agrees that the Committee may, at any
         time, suspend or terminate the Plan. The Committee may also at any time
         amend or revise  the  terms of the  Plan,  provided  that,  subject  to
         Section 10 hereof,  no such amendment or revision shall alter the terms
         of the Option.

11.      The  obligation of the  Corporation  to issue and deliver the Shares on
         the exercise of the Option in accordance  with the terms and conditions
         of this Agreement is subject to applicable  securities  legislation and
         to the  receipt  of  Shareholder  and all other  approvals  that may be
         required  from  any  regulatory  authority  or  stock  exchange  having
         jurisdiction  over the securities of the Corporation.  If Shares cannot
         be issued to the  Participant  upon the  exercise of the Option for any
         reason  whatsoever,  the  obligation of the  Corporation  to issue such
         Shares shall  terminate.  The  Corporation  will, as soon as reasonably
         practicable thereafter, return to the Participant any funds paid by the
         Participant to the Corporation in connection with the Option.

12.      The  Participant  acknowledges to have read and understood the Plan and
         the Participant and the Corporation  agree that all provisions  thereof
         apply to the parties  hereto and to this Agreement with the same effect
         as if such provisions were set out in this Agreement.

13.      Time shall be of the essence in respect of this Agreement.

14.      This  Agreement  shall be governed by and construed in accordance  with
         the  laws of  Nevada  and the  laws of the  United  States  of  America
         applicable therein.

15.      Investment  Intent.  The Participant  hereby represents and warrants as
         follows:

         (a)      The Shares will be acquired for the  Participant's own account
                  without the participation of any other person, with the intent
                  of holding the Shares for investment and without the intent of
                  participating,  directly or indirectly,  in a distribution  of
                  the Shares and not with a view to, or for resale in connection
                  with, any distribution of the Shares or any portion thereof.

         (b)      The Participant,  through the Participant's  position with the
                  Company, has access to all material information with regard to
                  the Company.

         (c)      The  Participant  will not acquire  the Shares  based upon any
                  representation, oral or written, by any person with respect to
                  the future  value of or income from the Shares but rather upon
                  an independent examination and judgment as to the prospects of
                  the Company.

<PAGE>
                                       6


         (d)      The Shares  were not  offered to the  Participant  by means of
                  publicly disseminated  advertisements or sales literature, nor
                  is the  Participant  aware of any offers made to other persons
                  by such means.

         (e)      The  Participant   acknowledges   that  the  Participant  must
                  continue to bear the economic  risk of the  investment  in the
                  Shares for an indefinite period and recognizes that the Shares
                  will be: (i) transferred without  registration under any state
                  or federal law relating to the  registration of securities for
                  sale;  and (ii)  issued and  transferred  in  reliance  on the
                  exemption  from  registration  provided by Section 4(2) of the
                  United  Stares  Securities  Act of 1933. as amended (the "1933
                  Act").



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

                                             DOBLIQUE, INC.

                                             Per: ______________________________

                                             Per: ______________________________

SIGNED, SEALED AND DELIVERED

In the presence of:

____________________________                 ___________________________________

Witness                                      Participant