EXHIBIT 10.1

                                     FORM OF
               NON-QUALIFIED OPTION/STOCK APPRECIATION RIGHTS PLAN

                        AMERICAN COMMERCE SOLUTIONS, INC.

                           Adopted as of July 10, 2002

A.   PURPOSE AND SCOPE

     The  purposes  of  this  Plan  are  to  encourage  stock  ownership  by key
management  employees of American  Commerce  Solutions,  Inc. (herein called the
"Company"),  a  Delaware  corporation,  and  its  Subsidiaries,  to  provide  an
incentive for such employees to expand and improve the profits and prosperity of
the Company and its Subsidiaries, and to assist the Company and its Subsidiaries
in attracting and retaining key personnel,  including  consultants,  through the
grant of (1) Options to purchase  shares of the  Company's  common stock and (2)
Stock Appreciation Rights related to those Options.

B.   DEFINITIONS

     Unless otherwise required by the context:

     1.   "Board" shall mean the Board of Directors of the Company.

     2.   "Committee"  shall  mean the Stock  Option  Plan  Committee,  which is
          appointed by the Board,  and which shall be composed of three  members
          of the  Board,  or,  the  remaining  members of the Board in such case
          where three members of the Board are not available.

     3.   "Company" shall mean the American Commerce Solutions, Inc., a Delaware
          corporation.

     4.   "Code" shall mean the Internal Revenue Code of 1954, as amended.

     5.   "Option" shall mean a right to purchase Stock, granted pursuant to the
          Plan.

     6.   "Option  Price"  shall  mean the  purchase  price for  Stock  under an
          Option, as determined in Section F below.

     7.   "Participant"  shall mean an employee or consultant of the Company, or
          of any  Subsidiary of the Company,  to whom an Option is granted under
          the Plan.

     8.   "Plan" shall mean this American Commerce Solutions,  Inc. Stock Option
          Plan.

     9.   "Stock" shall mean the common stock of the Company, par value $______

     10.  "Stock  Appreciation  Right"  shall  mean a right to  receive  cash or
          Stock, granted pursuant to Section H of the Plan.

     11.  "Subsidiary"  shall mean a subsidiary  corporation of the Company,  as
          defined in ss.ss.425(f) and 425(g) of the Internal Revenue Code.

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C.   STOCK TO BE OPTIONED

     Subject to the  provisions of Section M of the Plan,  the maximum number of
shares of Stock that may be optioned or sold under the Plan is 7,000,000 shares.
Such shares may be treasury, or authorized, but unissued, shares of Stock of the
Company.

D.   ADMINISTRATION

     The  Plan  shall be  administered  by the  Committee.  Two  members  of the
Committee  shall  constitute  a quorum  for the  transaction  of  business.  The
Committee  shall be  responsible to the Board for the operation of the Plan, and
shall make  recommendations  to the Board with respect to  participation  in the
Plan by employees of the Company and its  Subsidiaries,  and with respect to the
extent  of  that  participation.  The  interpretation  and  construction  of any
provision  of the  Plan  by the  Committee  shall  be  final,  unless  otherwise
determined by the Board. No member of the Board or the Committee shall be liable
for any action or determination made by him in good faith.

E.   ELIGIBILITY

     The Board, upon  recommendation of the Committee,  may grant Options to any
key management  employee (including an employee who is a director or an officer)
of the  Company  or its  Subsidiaries  or to a key  consultant.  Options  may be
awarded by the Board at any time and from time to time to new  Participants,  or
to then Participants, or to a greater or lesser number of Participants,  and may
include or exclude previous  Participants,  as the Board, upon recommendation by
the  Committee  shall  determine.  Options  granted at different  times need not
contain similar provisions.

F.   OPTION PRICE

     The purchase  price for Stock under each Option shall be  determined by the
Committee and the Board, but in no event less than the par value of the Stock.

G.   TERMS AND CONDITIONS OF OPTIONS

     Options  granted  pursuant to the Plan shall be authorized by the Board and
shall be evidenced by agreements in such form as the Board, upon  recommendation
of the Committee,  shall from time to time approve. Such agreements shall comply
with and be subject to the following terms and conditions:

     1.   EMPLOYMENT AGREEMENT. The Board may, in its discretion, include in any
          Option granted under the Plan a condition that the  Participant  shall
          agree to remain in the  employ  of,  and to render  services  to,  the
          Company or any of its  Subsidiaries for a period of time (specified in
          the  agreement)  following  the date the  option is  granted.  No such
          agreement  shall  impose upon the Company or any of its  Subsidiaries,
          however,  any obligation to employ the  Participant  for any period of
          time.

     2.   TIME AND METHOD OF PAYMENT.  The Option Price shall be paid in full in
          cash at the time an Option is exercised under the Plan. Otherwise,  an
          exercise of any Option  granted under the Plan shall be invalid and of
          no effect. Promptly after the exercise of an Option and the payment of
          the full  Option  Price,  the  Participant  shall be  entitled  to the
          issuance  of a stock  certificate  evidencing  his  ownership  of such
          Stock.  A  Participant  shall have none of the rights of a shareholder

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          until  shares are issued to him,  and no  adjustment  will be made for
          dividends  or other  rights for which the record  date is prior to the
          date such stock certificate is issued.

     3.   NUMBER OF SHARES.  Each Option  shall state the total number of shares
          of Stock to  which  it  pertains.  The  number  of  shares  to which a
          Participant is entitled under an Option shall be reduced by the number
          of Stock Appreciation Rights (described in Section H below) related to
          the Option that have been previously exercised by the Participant.

     4.   OPTION PERIOD AND  LIMITATIONS ON EXERCISE OF OPTIONS.  The Board may,
          in its  discretion,  provide  that an Option may not be  exercised  in
          whole or in part for any period or periods  of time  specified  in the
          Option  agreement.  Except as  provided  in the Option  agreement,  an
          Option may be  exercised in whole in part at any time during its term.
          No Option may be exercised  after the  expiration of 10 years from the
          date it is granted.  No Option may be exercised for a fractional share
          of Stock.

H.   STOCK APPRECIATION RIGHTS

     The  Board  may,  upon   recommendation  of  the  Committee,   grant  Stock
Appreciation  Rights to Participants at the same time as such  Participants  are
awarded  Options  under  the  Plan.  Such  Stock  Appreciation  Rights  shall be
evidenced  by  agreements  in such  form as the  Board  shall  from time to time
approve.  Such  agreements  shall comply with,  and be subject to, the following
terms and conditions:

     1.   EMPLOYMENT AGREEMENT. The Board may, in its discretion, include in any
          Stock Appreciation  Rights granted under the Plan a condition that the
          Participant  shall  agree to remain in the  employ  of,  and to render
          services  to, the Company or any of its  Subsidiaries  for a period of
          time (specified in the agreement) from the date the Stock Appreciation
          Rights are granted. No such agreement shall impose upon the Company or
          any of  its  Subsidiaries,  however,  any  obligation  to  employ  the
          Participant for any period of time.

     2.   GRANT. Each Stock Appreciation Right shall relate to a specific Option
          under the Plan,  and shall be  awarded to a  Participant  concurrently
          with the grant of such Option. The number of Stock Appreciation Rights
          granted to a  Participant  shall be equal to the number of shares that
          the Participant is entitled to receive pursuant to the related Option.
          The number of Stock Appreciation Rights held by a Participant shall be
          reduced by:

          (a)  the number of Stock  Appreciation  Rights  exercised for Stock or
               cash under the Stock Appreciation Rights agreement, and

          (b)  the  number  of  shares of Stock  purchased  by such  Participant
               pursuant to the related Option.

     3.   MANNER OF EXERCISE.  A Participant  shall exercise Stock  Appreciation
          Rights by giving written  notice of such exercise to the Company.  The
          date upon which such written  notice is received by the Company  shall
          be the exercise date for the Stock Appreciation Rights.

     4.   APPRECIATION AVAILABLE.  Each Stock Appreciation Right shall entitle a
          Participant  to the following  amount of  appreciation - the excess of
          the fair market  value of a share of Stock on the  exercise  date over

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          the  option  price  of the  related  Option.  The  total  appreciation
          available to a  Participant  from any  exercise of Stock  Appreciation
          Rights shall be equal to the number of Stock Appreciation Rights being
          exercised,   MULTIPLIED  by  the  amount  of  appreciation  per  Right
          determined under the preceding sentence.

     5.   PAYMENT OF APPRECIATION. In the discretion of the Committee, the total
          appreciation  available  to a  Participant  from an  exercise of Stock
          Appreciation  Rights may be paid to the Participant either in Stock or
          in cash.  If paid in cash,  the amount  thereof shall be the amount of
          appreciation  determined  under  Paragraph 4, above. If paid in Stock,
          the  number of shares of Stock that  shall be issued  pursuant  to the
          exercise of Stock Appreciation  Rights shall be determined by DIVIDING
          the amount of appreciation determined under Paragraph 4, above, BY the
          fair  market  value of a share of  Stock on the  exercise  date of the
          Stock  Appreciation  Rights;  PROVIDED,  HOWEVER,  that no  fractional
          shares shall be issued upon the exercise of Stock Appreciation Rights.

     6.   LIMITATIONS UPON EXERCISE OF STOCK APPRECIATION  RIGHTS. A Participant
          may exercise a Stock  Appreciation  Right for cash only in conjunction
          with the exercise of the Option to which the Stock  Appreciation Right
          relates. Stock Appreciation Rights may be exercised only at such times
          and by such persons as may exercise Options under the Plan. Adjustment
          to the  number of shares in the Plan and the price per share  pursuant
          to Section M below shall also be made to any Stock Appreciation Rights
          held by each Participant.  Any termination,  amendment, or revision of
          the Plan  pursuant to Section N below  shall be deemed a  termination,
          amendment,  or  revision  of  Stock  Appreciation  Rights  to the same
          extent.

I.   TERMINATION OF EMPLOYMENT

     Except as  provided  in  Section  J below,  if a  Participant  ceases to be
employed  by the  Company  or any of its  Subsidiaries,  his  Options  and Stock
Appreciation  shall  terminate.  Rights shall terminate  immediately;  PROVIDED,
HOWEVER,  that if a  Participant's  cessation of employment with the Company and
its Subsidiaries is due to his retirement with the consent of the Company or any
of its Subsidiaries,  the Participant may, at any time within three months after
such cessation of employment, exercise his Options and Stock Appreciation Rights
to the extent that he was entitled to exercise  them on the date of cessation of
employment,  but in no event  shall any  Option or Stock  Appreciation  Right be
exercisable  more than 10 years from the date it was granted.  The Committee may
cancel an Option or Stock  Appreciation  Right  during  the  three-month  period
referred to in this  paragraph,  if the  Participant  engages in  employment  or
activities contrary,  in the opinion of the Committee,  to the best interests of
the Company or any of its  Subsidiaries.  The Committee  shall determine in each
case whether a termination of employment  shall be considered a retirement  with
the consent of the Company or a  Subsidiary,  and,  subject to  applicable  law,
whether a leave of absence shall  constitute a termination  of  employment.  Any
such  determination  of the  Committee  shall be final  and  conclusive,  unless
overruled by the Board.

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J.   RIGHTS IN EVENT OF DEATH

     If a  Participant  dies  while  employed  by  the  Company  or  any  of its
Subsidiaries,  or within three  months after having  retired with the consent of
the Company or any of its  Subsidiaries,  and without having fully exercised his
Options and Stock  Appreciation  Rights,  the  executors or  administrators,  or
legatees or heirs,  of his estate shall have the right to exercise  such Options
and Stock Appreciation  Rights to the extent that such deceased  Participant was
entitled to exercise  the Options and Stock  Appreciation  Rights on the date of
his  death;  PROVIDED,  HOWEVER,  that in no event  shall the  Options  or Stock
Appreciation  Rights be  exercisable  more than 10 years from the date they were
granted.

K.   NO OBLIGATIONS TO EXERCISE OPTION OR STOCK APPRECIATION RIGHTS

     The  granting of an Option or Stock  Appreciation  Rights  shall  impose no
obligation  upon the  Participant to exercise such Option or Stock  Appreciation
Rights.

L.   NON-ASSIGNABILITY

     Options and Stock Appreciation  Rights shall not be transferable other than
by will or by the law of descent and  distribution,  and during a  Participant's
lifetime shall be exercisable only by such Participant.

M.   EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN

     The  aggregate  number of shares of Stock  available  for Options under the
Plan, the shares subject to any Option,  the price per share,  and the number of
related Stock Appreciation Rights shall all be proportionately  adjusted for any
increase or decrease in the number of issued  shares of Stock  subsequent to the
effective date of the Plan resulting from (1) a subdivision or  consolidation of
shares or any other capital adjustment,  (2) the payment of a stock dividend, or
(3) other  increase  or  decrease in such  shares  effected  without  receipt of
consideration by the Company. If the Company shall be the surviving  corporation
in any merger or consolidation,  any Option or Stock  Appreciation  Rights shall
pertain,  apply, and relate to the securities to which a holder of the number of
shares of Stock subject to the Option would have been entitled  after the merger
or  consolidation.  Upon  dissolution or  liquidation of the Company,  or upon a
merger or consolidation  in which the Company is not the surviving  corporation,
all  Options  and Stock  Appreciation  Rights  outstanding  under the Plan shall
terminate;  PROVIDED,  HOWEVER,  that each  Participant  (and each other  person
entitled  under  Section J to exercise an Option or Stock  Appreciation  Rights)
shall have the right,  immediately prior to such dissolution or liquidation,  or
such merger or consolidation,  to exercise such Participant's  Options and Stock
Appreciation  Rights  in whole or in part,  but  only to the  extent  that  such
Options and Stock Appreciation Rights are otherwise  exercisable under the terms
of the Plan.

N.   AMENDMENT AND TERMINATION

     The Board,  by resolution,  may terminate,  amend,  or revise the Plan with
respect to any shares as to which  Options  have not been  granted.  Neither the
Board nor the  Committee  may,  without  the consent of the holder of an Option,
alter or impair  any  Option or Stock  Appreciation  Rights  previously  granted
differ.  The Plan, except as authorized herein.  Unless sooner  terminated,  the
Plan shall remain in effect for a period of 10 years from the date of the Plan's
adoption  by the  Board.  Termination  of the Plan  shall not  affect any Option
previously granted.

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O.   AGREEMENT AND REPRESENTATION OF EMPLOYEES

     As a condition to the exercise of any portion of an Option, or of any Stock
Appreciation  Rights,  the Company may require the person exercising such Option
or Stock  Appreciation  Rights  to  represent  and  warrant  at the time of such
exercise that any shares of Stock  acquired at exercise are being  acquired only
for  investment  and without any present  intention to sell or  distribute  such
shares, if, in the opinion of counsel for the Company,  such a representation is
required  under  the  Securities  Act of  1933  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

P.   RESERVATION OF SHARES OF STOCK

     The Company,  during the term of this Plan,  will at all times  reserve and
keep  available,  and will  seek or  obtain  from  any  regulatory  body  having
jurisdiction any requisite  authority necessary to issue and to sell, the number
of shares of Stock that shall be sufficient to satisfy the  requirements of this
Plan.  The  inability of the Company to obtain from any  regulatory  body having
jurisdiction  the authority  deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of any
liability  in  respect  of the  failure  to issue or sell  Stock as to which the
requisite authority has not been obtained.

Q.   EFFECTIVE DATE OF PLAN.

     The Plan shall be  effective  from July 10, 2002 the date that the Plan was
approved, via Resolution, by the Board.

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                        AMERICAN COMMERCE SOLUTIONS, INC.
                                STOCK OPTION PLAN

A.   A STOCK  OPTION  for a total of ______  shares of Common  Stock,  par value
     $______,  of American  Commerce  Solutions,  Inc.,  a Delaware  corporation
     (herein the "Company") is hereby granted to:  ________________  (herein the
     "Optionee"),  subject in all  respects to the terms and  provisions  of the
     American  Commerce  Solutions,  Inc.  Stock Option Plan (herein the "Plan")
     dated July 10,  2002,  which has been  adopted by the  Company and which is
     incorporated herein by reference.

B.   The option price as  determined by the Board of Directors of the Company is
     $_____ per share.

C.   This Option may not be  exercised if the issuance of shares of Common Stock
     of the Company  upon such  exercise  would  constitute  a violation  of any
     applicable  Federal or State  securities or other law or valid  regulation.
     The  Optionee,  as a  condition  to his  exercise  of  this  Option,  shall
     represent  to the  Company  that the shares of Common  Stock of the Company
     that he acquires under this Option are being acquired by him for investment
     and not with a present view to distribution  or resale,  unless counsel for
     the  Company  is then of the  opinion  that  such a  representation  is not
     required  under the  Securities  Act of 1933 or any other  applicable  law,
     regulation, or rule of any governmental agency.

D.   This Option may not be transferred in any manner  otherwise than by will or
     the laws of  descent  and  distribution,  and may be  exercised  during the
     lifetime of the  Optionee  only by him.  The terms of this Option  shall be
     binding upon the executors, administrators,  heirs, successors, and assigns
     of the Optionee.

E.   This Option may not be exercised  more than ten (10) years from the date of
     its grant,  and may be exited during such term only in accordance  with the
     terms of the Plan.

Dated: July 10, 2002               AMERICAN COMMERCE SOLUTIONS, INC.

                                   By: /s/ Daniel L. Hefner
                                       -----------------------------------------
ATTEST:                                Daniel L. Hefner, Chief Executive Officer

_________________________________

______________________, Secretary

     The Optionee acknowledges receipt of a copy of the Plan, a copy of which is
annexed hereto, and represents that he is familiar with the terms and provisions
thereof.  The Optionee  hereby  accepts this Option subject to all the terms and
provisions  of the Plan.  The  Optionee  hereby  agrees  to  accept as  binding,
conclusive,  and  final  all  decisions  and  interpretations  of the  Board  of
Directors  and,  where  applicable,  the Stock Option Plan  Committee,  upon any
questions  arising  under the Plan.  As a condition to the issuance of shares of
Common Stock of the Company  under this  Option,  the  Optionee  authorizes  the
Company to withhold in  accordance  with  applicable  law from any regular  cash
compensation  payable to him any taxes  required  to be  withheld by the Company
under Federal, State, or Local law as a result of his exercise of this Option.

Dated: ________________                        _________________________________

                                               _______________________, Optionee

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