EXHIBIT 10.13














                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.



                             2002 STOCK OPTION PLAN











































                            Effective October 9, 2002



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                     AMERICAN SPORTS DEVELOPMENT GROUP, INC.

                             2002 STOCK OPTION PLAN



PURPOSE.  The purpose of this Plan is to provide for the award of stock  options
to  attract  and  retain  the  highest  quality  individuals  for  positions  of
substantial  responsibility  with the Company and its  Subsidiaries,  to provide
such individuals  additional  incentives to promote the success of the Company's
business  and to align the  financial  interests  of such  individuals  with the
interests of the Company's shareholders.

DEFINITIONS.

         For purposes of this Plan, the following  terms shall have the meanings
indicated, unless the context clearly indicates otherwise:

"BOARD" means the Board of Directors of the Company.

"CODE"  means the  Internal  Revenue  Code of 1986,  as amended.  Reference to a
section of the Code shall also  include a reference  to any  temporary  or final
regulation  promulgated under such Section, and to any successor to such Section
or Regulation.

"COMMITTEE"  means a committee  designated to administer  this Plan by the Board
consisting  of two (2) or more  members  of the  Board.  If the  Board  does not
specifically act to appoint such a committee, the Committee shall consist of the
members  of the  Compensation  Committee  of the Board  or,  if no  Compensation
Committee  exists,  all of the members of the Board.  No member of the Committee
eligible to receive an Option shall  participate in any vote of the Committee to
grant an Option to such members.

"COMMON STOCK" means the common stock, par value $.001, of the Company.

"COMPANY" means American Sports Development Group, Inc., a Delaware corporation,
and any  successor  thereto by merger or other acquisition.

"CONSULTANT" means any person, except an Employee, engaged by the Company or any
Subsidiary of the Company to render personal services to such entity,  including
as an advisor.

"CHANGE OF CONTROL" means the  occurrence of any one of the  following:  (a) the
sale, lease,  transfer,  conveyance or other  disposition  (other than by way of
merger or consolidation),  in one or a series of related transactions, of all or
substantially  all of the assets of the Company and its Subsidiaries  taken as a
whole to any "person"  (within the meaning of Section 13(d) of the Exchange Act)
other  than  one or  more  wholly-owned  Subsidiaries  of the  Company;  (b) the
adoption of a plan relating to the  liquidation  or  dissolution of the Company;
(c) the  first  day on which a  majority  of the  members  of the  Board are not
Continuing  Directors  (as  defined  below);  or  (d)  the  consummation  of any
transaction   (including  without  limitation  any  merger,  share  exchange  or
consolidation)  the result of which is that any  "person"  (as  defined  above),
other than an Exempt  Person or Exempt  Persons  (as  defined  below),  becomes,
directly or indirectly,  the  "beneficial  owner" (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that an entity or person shall be deemed to
have "beneficial ownership" of all shares that any such entity or person has the
right to acquire,  whether such right is  exercisable  immediately or only after
the  passage of time) of more than 30% of the  outstanding  common  stock of the
Company;  provided that the transactions  constituting a Change of Control shall
not  include  the  acquisition  by the  Company  of its common  stock;  provided
further,  however, that if (x) any "person" (as defined above) becomes, directly
or indirectly, the "beneficial owner" (as defined above) of more than 30% of the
outstanding common stock of the Company solely as a result of acquisition by the
Company  of  its  common  stock,  (y)  such  "person"  thereafter  acquires  any
additional  shares of common stock of the Company and (z) immediately after such

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acquisition such "person" is, directly or indirectly, the "beneficial owner" (as
defined  above) of 30% or more of the  outstanding  common stock of the Company,
then such additional acquisition shall constitute a Change of Control.

              "EXEMPT  PERSON"  means  (a) the  Company,  (b)  any  wholly-owned
     Subsidiary of the Company,  (c) any individual who  immediately  before the
     transaction  is an  executive  officer  of the  Company,  (d) any  employee
     benefit plan of the Company or any of its wholly-owned  Subsidiaries or (e)
     any entity or person  holding shares of common stock for or pursuant to the
     terms of any such plan if such entity or person is not a beneficiary  of or
     participant in such plan.

               "CONTINUING  DIRECTORS"  means, as of any date, any member of the
     Board who (i) was a member  of the Board on the date this Plan was  adopted
     by the Board or (ii) was  nominated  for  election  or elected to the Board
     with the  approval  of a  majority  of the  Continuing  Directors  who were
     members of the Board at the time of such nomination or election.

"DIRECTOR"  means a member of the Board or a member of the board of directors of
a Subsidiary.

"DISABILITY"  shall mean that a Grantee is physically or mentally  incapacitated
and is therefore  unable (or will as a result thereof be unable) for a period of
120 consecutive  days or for an aggregate of 180 days in any consecutive  twelve
month period to perform  Grantee's  duties with (or in the case of a Consultant,
to provide services to) the Company (or one of its Subsidiaries, as the case may
be). Any question as to the existence of Disability of a Grantee as to which the
Grantee  and the  Company  cannot  agree  shall be  determined  in  writing by a
qualified  independent  physician mutually acceptable to the Grantee (or a legal
representative  of the Grantee)  and the Company.  If the Grantee (or his or her
representative)  and the  Company  cannot  agree as to a  qualified  independent
physician,  each shall appoint such a physician and those two  physicians  shall
select a third who shall make such  determination in writing.  The determination
of Disability  made in writing to the Company and the Grantee shall be final and
conclusive  for all  purposes of this Plan and any Option.  Notwithstanding  the
foregoing,  with respect to an ISO, to the extent necessary to ensure compliance
with the  requirements  of Sections  421 through 424 of the Code  applicable  to
ISOs,  "Disability" shall mean total and permanent disability within the meaning
of Section 22(e)(3) of the Code.

"EFFECTIVE DATE" means October 9, 2002.

"EMPLOYEE" means an employee of the Company or any of its Subsidiaries.

"FAIR MARKET VALUE" with respect to a Share means (i) if the Common Stock is not
traded in any  established  market,  the fair market value as  determined by the
Committee   in  good  faith;   (ii)  if  the  Common  Stock  is  traded  in  the
over-the-counter  market,  the  average  of the asked and the bid  prices on the
relevant date as reported by NASDAQ;  and (iii) if the Common Stock is traded on
a national  exchange or the NASDAQ National Market System,  the closing price of
the Common Stock on the  relevant  date.  Notwithstanding  the  foregoing,  with
respect  to an ISO,  to the  extent  necessary  to  ensure  compliance  with the
requirements  of Sections 421 through 424 of the Code  applicable to ISOs,  Fair
Market  Value shall mean fair market  value within the meaning of Section 422 of
the Code.

"GRANTEE"  means an Employee,  Director or Consultant to whom an Option has been
granted.

"ISO" means an Option that is an incentive  stock  option  within the meaning of
Section 422 of the Code.

"NQO" means an Option that is not an ISO.

"OPTION" means an option to purchase Shares awarded to a Grantee pursuant to the
Plan, which may be an ISO or an NQO.

"OPTION AGREEMENT" shall have the meaning defined in Section 6(h).


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"OPTION SHARES" means Shares issued pursuant to the exercise of an Option.

"PLAN" means the American Sports Development Group, Inc. 2002 Stock Option Plan,
as amended.

"SHARE" means a share of Common Stock.

"SUBSIDIARY"  means  each  entity  with  respect  to which the  Company  owns or
controls,  directly  or  indirectly,  interests  embodying  more than 50% of the
voting  power to elect the board of directors  or other  governing  body of such
entity,  provided that to the extent  necessary to ensure that ISOs will qualify
as incentive  stock options under Section 422 of the Code,  such term shall have
the meaning set forth in Section 424 of the Code.

 "10%  SHAREHOLDER"  means an individual  who owns (as  determined in accordance
with Code Section  424(d)) stock  possessing more than 10% of the total combined
voting  power of all classes of stock of the Company or any of its  Subsidiaries
at the date of grant of the relevant Option.

Except where otherwise indicated by the context,  any masculine term used herein
also shall include the feminine and neuter,  and vice versa, and a singular term
shall include the plural and vice versa.

ADMINISTRATION.   The   authority  to  manage  and  control  the  operation  and
administration  of the Plan shall be vested in the Committee.  Without  limiting
the  foregoing,  the  Committee  shall  have  full  power and  authority  to (i)
prescribe,  modify and revoke general and special rules, regulations,  forms and
procedures  relating  to the Plan and its  administration;  (ii)  determine  the
individuals  eligible to participate in the Plan and which eligible  individuals
will receive  Options from time to time;  (iii)  within the  limitations  of the
Plan,  determine the number of Shares subject to each Option; (iv) determine the
form and, consistent with the Plan, terms of Options; (v) construe and interpret
the Plan, any Option  Agreement and any other document or agreement  executed or
created in  connection  with the Plan;  (vi) correct any defect or omission,  or
reconcile any inconsistency in or between the Plan, any Option and/or any Option
Agreement;  (vii) determine  whether or to what extent an Option has been earned
and/or  vested;  (viii)  accelerate  or, with the consent of the Option  holder,
defer the  vesting  date of any  Option;  (ix) with the  consent  of the  Option
holder,  reprice,  cancel and reissue or otherwise adjust the terms of an Option
previously  granted,  provided that no repricing of an Option (other than due to
an  adjustment  pursuant to 0) shall be  effective  without the  approval of the
shareholders  of the Company;  (x)  authorize any person to execute on behalf of
the Company any instrument  required to effectuate the grant of an Option by the
Committee;  and (xi) make all other  determinations  that the Committee may deem
necessary or advisable  for the operation and  administration  of the Plan.  The
Committee's  interpretation of the Plan, any Option and any Option Agreement and
all  actions  taken and  determinations  made by the  Committee  pursuant to the
powers  vested in it hereunder  shall be  conclusive  and binding on all parties
concerned,  including the Company,  its Subsidiaries,  shareholders,  any Option
holders  and  any  other  Employee,  Director  or  Consultant  (including  their
beneficiaries,  transferees and other successors in interest).  No member of the
Board or Committee shall be liable for any action taken or determination made in
good faith in connection with the Plan or any Option.

ELIGIBILITY; PARTICIPATION. Officers, other Employees, Directors and Consultants
who have made or are in a position  to make a  significant  contribution  to the
Company,  as determined by the Committee,  shall be eligible to receive  Options
under this Plan. An individual  eligible to participate in the Plan shall become
a participant only if and when such individual is granted an Option. Options may
also be granted to an individual  under this Plan in connection  with the hiring
of such  individual as an Employee as part of the terms and conditions  pursuant
to which such  individual  is hired.  In  determining  the  individuals  to whom
Options  will be made and the  number  of Shares  subject  to each  Option,  the
Committee  shall  take  into  account  the  level  and   responsibility  of  the

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individual's position,  the individual's  performance and assessed potential and
such other factors as the Committee may deem relevant to the  accomplishment  of
the purposes of the Plan. Options may be granted under the Plan only for reasons
connected with an individual's services to the Company or a Subsidiary. ISOs may
be granted only to individuals who are Employees and only for reasons  connected
with employment with the Company or its Subsidiary.

SHARES SUBJECT TO THE PLAN. Subject to the provisions of 0, the aggregate number
of Shares with respect to which  Options may be granted  under the Plan shall be
4,500,000.  If any Option  granted  pursuant  to the Plan  shall  expire for any
reason, the number of Shares then subject to the Option shall again be available
for issue under the Plan unless the Plan has terminated.

GRANT OF OPTIONS.

TERMS.  Subject to the terms and  conditions of the Plan,  the  Committee  shall
designate  from time to time the  Grantees to whom Options are to be granted and
the type of Option,  the number of Shares  subject to each  Option and the other
terms, conditions,  restrictions and limitations applicable to each Option. Such
terms, conditions, restrictions and limitations may include, but are not limited
to,  terms,  conditions,   restrictions  and  limitations  related  to  (i)  the
exercisability of an Option,  (ii) the forfeiture of an Option and/or the Shares
subject   thereto  and  the  lapse  of  a   forfeiture   condition,   (iii)  the
transferability  of an Option and/or Option Shares,  (iv) the  consideration and
form of consideration to be paid by the Option holder to acquire Shares pursuant
to an Option,  provided  that the form and amount of such payment  complies with
applicable  law and  provided  that all  payments  shall be in cash  unless  the
relevant Option Agreement provides  otherwise,  (v) the consequences of a change
of control of the Company and a Grantee's  termination  of  employment  with the
Company and its  Subsidiaries,  (vi)  restrictions on the sale,  resale or other
disposition of the Option and/or Option Shares,  (vii)  restrictions  related to
the payment of dividends with respect to Option Shares, (viii) restrictions with
respect to the right to vote Option Shares, (ix) put or call rights with respect
to Option  Shares,  (x)  provisions or procedures to comply with federal  and/or
state  securities  laws, and (xi) such other matters not  inconsistent  with the
specific provisions of the Plan as deemed appropriate by the Committee.

MINIMUM  VESTING  PERIOD;  ACCELERATION  OF VESTING.  The Committee shall at all
times have the authority to accelerate  the date on which an Option first may be
exercised  and to waive or eliminate  any  provision  that would cause an Option
holder to forfeit an Option.

EXERCISE PRICE.  The Committee may grant Options with such exercise price as the
Committee may determine  provided that the exercise price per Share shall be not
less than the Fair Market Value of a Share as of the date of grant.

TERM. Each Option shall expire not later than the tenth  (10th)  anniversary  of
the date of grant if it has not expired earlier.

DESIGNATION OF OPTION AS ISO. Any Option that satisfies all of the  requirements
of Section  422 of the Code may be  designated  by the  Committee  as an ISO. An
Option that is not so designated,  or that does not satisfy the  requirements of
Section 422 of the Code,  shall not  constitute  an ISO and shall be an NQO. The
Committee  may grant ISOs and NQOs to the same  Grantee,  provided that the ISOs
and NQOs are granted separately.

ISO  REQUIREMENTS.  Notwithstanding  any other  provision of this Plan, each ISO
shall be subject to all of the following requirements:

ISOs may only be awarded to individuals  who are employees of the Company or one
of its  Subsidiaries  as of the  date of  grant.  Unless  the  Option  Agreement
expressly   provides  otherwise  (in  which  case  the  Option  could  lose  its
eligibility  for tax treatment as an incentive stock option under Section 422 of
the  Code),  an ISO by its terms  shall  expire no later  than  three (3) months

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following  the date the  Grantee is no longer  employed by the Company or any of
its Subsidiaries, provided that this three-month period shall be extended to one
(1) year in the case of a Grantee who terminates employment due to Disability or
death or who dies within three (3) months after terminating employment.

Under the express terms of the relevant Option Agreement,  an ISO must expire no
later than 10 years after the date of grant,  or five (5) years in the case of a
Grantee who is a 10% Shareholder.

The exercise price of each ISO must be no less than the Fair Market Value of the
Common  Stock at the date of grant or 110% of the Fair Market  Value in the case
of a Grantee who is a 10% Shareholder.

The aggregate Fair Market Value,  determined on the date of grant, of the Shares
with respect to which ISOs  granted to a Grantee  under all plans of the Company
and its  Subsidiaries  may become  exercisable  during a  calendar  year may not
exceed $100,000. To the extent the foregoing limitation is exceeded,  the excess
Shares shall be deemed to be issued pursuant to NQOs.

If the Committee intends to grant an Option of Options,  some of which are to be
ISOs and some of which are to be NQOs,  the relevant  Option  Agreement  clearly
indicate state which Options are ISOs and which are NQOs.

ISOs shall be transferable only by will or the laws of descent and distribution.
ISOs may be exercised during the lifetime of the Grantee only by the Grantee.

EXERCISE.  An Option  holder may  exercise an Option to the extent it has become
exercisable  by complying with such  procedures as may have been  established by
the Committee. Unless an Option Agreement provides otherwise, upon any Change of
Control,  each outstanding  Option, to the extent not vested and/or exercisable,
shall become immediately vested and exercisable in its entirety. With the notice
of  exercise,  the Option  holder shall  tender the full  purchase  price of the
Shares to be purchased  pursuant to the exercise of the Option.  No certificates
for Shares shall be issued upon the  exercise of an Option  unless and until the
Option holder exercising the Option has satisfied any applicable tax withholding
requirements in accordance with 0.

OPTION AGREEMENTS.  The terms, conditions,  restrictions and limitations related
to each Option shall be recorded in a written  agreement between the Company and
the Grantee (an "OPTION AGREEMENT").  An Option Agreement may be modified by the
Committee,  provided that the  Committee  shall notify the Grantee in writing of
the  modification as soon as practicable  and provided that no modification  may
materially and adversely alter or impair any Option previously granted under the
Plan without the consent of the holder thereof.  Each Option  Agreement shall be
subject to all of the terms of the Plan.

OPTIONS FOR OUTSIDE DIRECTORS.

APPLICABILITY.  This Section shall apply only with respect Directors who are not
Employees on the date of Grant (each an "Outside Director").

TERMS.  On  October  31 of each  calendar  year,  each  Outside  Director  shall
automatically  receive  from the  Company  an Option to acquire  Seven  Thousand
(7,000)  shares of Common  Stock at an  exercise  price equal to the Fair Market
Value of the Common Stock on the date of grant (an "Outside  Director  Option").
Each Outside  Director  Option shall vest over three years;  specifically,  each
such Option shall vest with respect to thirty-three and one third percent (33?%)
of the total number of shares  covered by the Option on each  anniversary of the
date of grant.  Unless an Outside  Director  Option is  otherwise  forfeited  or
terminated,  such an Option may be  exercised  to the extent  that it has vested
until the seventh (7th) anniversary of the date of grant. Notice of each Outside
Director  Option shall be provided to each Outside  Director within a reasonable

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time  after the date of grant.  Outstanding  Outside  Director  Options  and the
number of shares  with  respect to which  Outside  Director  Options are awarded
annually  are subject to  adjustment  in  accordance  with 0.  Outside  Director
Options shall  immediately vest upon the occurrence of a Change of Control,  but
the  vesting of such  Options  shall not  otherwise  be  accelerated.  Except as
expressly  provided in this  Section,  Outside  Director  Options are  otherwise
subject to the other terms and conditions of this Plan.

AMENDMENT.  This Section may not be amended more  frequently than once every six
months,  other than to comport with changes in federal or state  securities laws
of the Internal Revenue Code, or the rules and regulations thereunder.

NO FRACTIONAL  SHARES.  No Option may at any time be exercised with respect to a
fractional  share unless the Option is being exercised in full. If any Option or
the exercise thereof would result in the issue of fractional Shares,  cash shall
be paid in lieu of the issue of fractional Shares.

EXPIRATION OF OPTIONS PRIOR TO END OF TERM. Unless an Option Agreement expressly
provides otherwise:

DEATH AND  DISABILITY.  If a Grantee  ceases to be an Employee or  Director,  or
ceases to  provide  services  as a  Consultant,  due to the  Grantee's  death or
Disability  or if a Grantee dies within 3 months after ceasing to be an Employee
or Director, or ceasing to provide services as a Consultant,  any Options of the
Grantee that were vested but unexercised at the date the Grantee ceased to be an
Employee  or  Director,  or ceased to provide  services as a  Consultant,  shall
expire one year after such date.

TERMINATION.  If a Grantee  ceases to be an Employee or  Director,  or ceases to
provide  services as a Consultant,  and Subsection 0 does not apply, any Options
held by the  Grantee  that were vested but  unexercised  at the date the Grantee
ceased  to be an  Employee  or  Director,  or ceased to  provide  services  as a
Consultant, shall expire three (3) months after such date.

UNVESTED OPTIONS.  If a Grantee ceases to be an Employee or Director,  or ceases
to provide  services as a Consultant,  all unvested  Options held by the Grantee
shall immediately expire.

BREACH OF CONFIDENTIALITY OR NONCOMPETITION AGREEMENT. Notwithstanding any other
provision  of  this  Section,  if a  Grantee  breaches  any  confidentiality  or
noncompetition  obligation or agreement between Grantee and the Company,  all of
such  Grantee's   unexercised  Options,   whether  vested  or  unvested,   shall
immediately expire.

NO EXERCISE  AFTER  STATED  TERM.  Notwithstanding  any other  provision of this
Section, no Option may be exercised after the expiration of its stated term.

SEVERANCE PAYMENTS; LEAVES OF ABSENCE. For all purposes of the Plan, a Grantee's
status as an Employee or Director will not be considered to be terminated if the
Grantee  is  receiving  periodic  severance  payments  from  the  Company  or  a
Subsidiary. Leaves of absence (including absences from service for Directors and
Consultants) for periods and purposes conforming to the policies of the Company,
or to which Grantee is entitled under  applicable law as an Employee,  shall not
be deemed terminations or interruptions of employment.

COMPLIANCE  WITH  APPLICABLE  LAWS.  Notwithstanding  any other provision in the
Plan,  the Company  shall have no  liability  to issue any Shares under the Plan
unless such issuance would comply with all applicable  laws,  including  without
limitation the  Securities Act of 1933, the Securities  Exchange Act of 1934 and
any applicable  state  securities  laws, and all applicable  requirements of any
securities  exchange,  trading system or similar entity.  This Plan shall not be
construed to impose on the Company any  obligation  to register any Shares under
any federal or state  securities laws. Prior to the issuance of any Shares under
the Plan, the Company may require the recipient to execute  appropriate  written
investment representations,  including a written statement that the recipient is

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acquiring  the  Shares  for  investment  and  not for the  purpose  or with  the
intention of distributing  the Shares.  In the case of the exercise of an Option
by a person or estate  acquiring  the right to exercise the Option by bequest or
inheritance,  the Committee may require reasonable  evidence as to the ownership
of the Option and may require such consent and releases of taxing authorities as
it may deem advisable.

TRANSFERABILITY  OF OPTIONS.  Except to the extent  specifically  provided in an
Option  Agreement,  no  Option  may be  sold,  assigned,  pledged  or  otherwise
transferred, voluntarily or involuntarily, by a Grantee except by will or by the
laws of descent and distribution.

NO RIGHT TO  CONTINUED  SERVICE;  STOCKHOLDER  STATUS.  Neither the Plan nor any
Option  or Option  Agreement  shall  constitute  a  contract  of  employment  or
continued  service or shall give any Grantee the right to continued service with
the  Company  or any  Subsidiary.  No  person  shall  have any of the  rights or
privileges of a stockholder  of record with respect to any Shares  issuable upon
exercise  of an Option  until  certificates  representing  such Shares have been
issued and  delivered to such person.  Certificates  representing  Shares issued
under the Plan may bear a legend  referring to any conditions,  restrictions and
limitations deemed appropriate by the Committee.

ADJUSTMENTS TO SHARES AND TERMS. In the event that the Committee determines that
any dividend or other distribution  (whether in the form of cash, Shares,  other
securities  or other  property),  recapitalization,  stock split,  reverse stock
split, consolidation,  reorganization,  merger or spin-off involving the Company
or repurchase or exchange of Shares or other rights to purchase  Shares or other
securities  of the Company,  or other  similar  corporate  transaction  or event
occurring at any time after the Effective  Date affects the Shares such that the
Committee  determines that  adjustments are necessary or appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available under the Plan, then the Committee shall, in such manner as
it may deem  equitable,  adjust any or all of (i) the number and type of capital
stock of the Company  and/or other  securities or property with respect to which
Options may be granted; (ii) the number and type of capital stock of the Company
and/or other  securities or property subject to outstanding  Options;  and (iii)
the  grant  or  exercise  price  with  respect  to any  Option,  or,  if  deemed
appropriate,  make  provision for cash payment to the holder of an Option or the
substitution  of  other   securities  or  property  for  Shares  subject  to  an
outstanding Option. Any adjustment may provide for the elimination of fractional
shares or security interests, and the Committee's determination as to the nature
and extent of any adjustments shall be binding and final.

WITHHOLDING.  As a condition to an Option holder's entitlement to any Option and
any Shares issuable thereunder,  the Company shall have the right to require the
Option holder, through payroll deduction, cash payment or otherwise and prior to
receipt of any  certificates  for  Shares,  to  provide  the  Company  with cash
adequate  to satisfy  the  federal,  state,  local and  foreign  taxes,  if any,
required to be withheld by the  Company or any  Subsidiary  with  respect to the
Option,  the exercise of the Option or any Shares issued or issuable pursuant to
the Option.  Alternatively,  the Committee, in its sole discretion, may elect to
permit the Option holder to satisfy such obligation by having Shares withheld by
the Company from the Shares otherwise to be delivered to the Option holder or to
tender to the  Company  Shares  previously  acquired by the Option  holder.  The
number of Shares so withheld or tendered  for payment of tax  withholding  shall
have an  aggregate  Fair  Market  Value  sufficient  to satisfy  the  applicable
withholding taxes.

INDEMNIFICATION   OF   COMMITTEE.   In   addition   to  such  other   rights  of
indemnification  as they may have as members of the  Board,  the  members of the
Committee  shall, to the fullest extent  permitted by law, be indemnified by the
Company against the reasonable expenses, including attorney's fees, actually and
necessarily  incurred in  connection  with the  defense of any  action,  suit or
proceeding,  or in connection with any appeal  therein,  to which they or any of
them may be a party by reason of any action  taken or failure to act under or in

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connection with the Plan or any Option,  and against all amounts paid by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such  action,  suit or  proceeding,  except in  relation to matters as to
which it  shall  be  adjudged  in such  action,  suit or  proceeding  that  such
Committee member is liable for gross negligence or intentional misconduct in the
performance of his or her duties; provided that within 60 days after institution
of any such action,  suit or proceeding  the  Committee  member shall in writing
offer the Company the opportunity,  at its own expense, to handle and defend the
same.

TERM OF PLAN;  SHAREHOLDER  APPROVAL.  The Plan is effective as of the Effective
Date,  subject to  approval  of the Plan by the  Company's  shareholders  within
twelve (12)  months of the date the Plan is adopted by the Board.  No Option may
be granted under the Plan after October 9, 2012.

AMENDMENT AND  TERMINATION  OF PLAN.  The Board or the Committee may at any time
amend, suspend or terminate the Plan. No amendment, suspension or termination of
the Plan,  however,  shall  materially and adversely  alter or impair any Option
previously  granted  under the Plan  without the consent of the holder  thereof.
This Section,  however, shall in no way limit or affect the adjustment of awards
pursuant to 0, which shall not  require  the  consent of any Option  holder.  In
addition,  no amendment of the Plan that would (a) increase the number of Shares
that may be issued  pursuant  to Options  under this Plan  (except to the extent
that such increase is attributable to an adjustment pursuant to 0) or (b) permit
Options to be granted  with an exercise  price of less than Fair Market Value as
of the date of grant will be  effective  unless and until it is  approved by the
shareholders of the Company.

APPLICABLE  LAW. All  questions  under the Plan shall be governed by the laws of
the State of Delaware,  without  giving  effect to the choice of  law provisions
thereof.

Executed as of October 9, 2002.



                                AMERICAN SPORTS DEVELOPMENT GROUP, INC.


                                By: /s/ William R. Fairbanks
                                   ---------------------------------------
                                   Name: William R. Fairbanks
                                   Title:  President and CEO