EXHIBIT 10.1
                              PATRON SYSTEMS, INC.
                          NOTICE OF STOCK OPTION GRANT

         You have been granted the following  option (the  "OPTION") to purchase
shares of the Common Stock, par value $0.01 per share ("COMMON STOCK") of Patron
Systems, Inc. (the "COMPANY"):

         Name of Optionee:                      Robert W. Cross

         Total Number of Shares Granted:        1,000,000 shares of Common Stock

         Type of Option:                        Non-Qualified Stock Option

         Exercise Price Per Share:              $0.65

         Date of Grant:                         July 1, 2005

         Vesting Commencement Date:             July 1, 2005

         Vesting Schedule:                      25% on Date of Grant; 25% on
                                                September 30, 2005; 25% on
                                                December 31, 2005; 25% on
                                                March 31, 2005

         Expiration Date:                       June 30, 2012


By your signature and the signature of the Company's  representative  below, you
and the  Company  agree that this  Option is granted  under and  governed by the
terms and  conditions of the Patron  Systems,  Inc.  Non-Qualified  Stock Option
Agreement which is attached to and made a part of this document. Optionee hereby
represents  that both the Option and any shares  acquired  upon  exercise of the
Option have been or will be acquired for  investment for its own account and not
with a view to or for sale in connection with any  distribution or resale of the
security.


OPTIONEE:                                       PATRON SYSTEMS, INC.:


By:   /s/ Robert W. Cross                       By:
   ----------------------------------           --------------------------------
      Robert W. Cross                           Name:
                                                Title:


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                                     ANNEX I


THE OPTION GRANTED  PURSUANT TO THIS AGREEMENT AND THE SHARES  ISSUABLE UPON THE
EXERCISE  THEREOF HAVE NOT BEEN  REGISTERED  UNDER EITHER THE  SECURITIES ACT OF
1933,  AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE,  AND MAY NOT BE SOLD,
OFFERED FOR SALE, TRANSFERRED,  ASSIGNED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE OPTION AND THE SHARES
ISSUABLE UPON THE EXERCISE THEREOF UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE  SECURITIES LAWS OR AN OPINION OF COUNSEL  SATISFACTORY
TO ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


                              PATRON SYSTEMS, INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT


                           SECTION 1: GRANT OF OPTION

         On the terms and  conditions  set forth in the  notice of stock  option
grant to which this  agreement  (the  "AGREEMENT")  is attached  (the "NOTICE OF
STOCK OPTION GRANT") and this  Agreement,  the Company grants to the party named
in the Notice of Stock Option Grant (the  "OPTIONEE")  the option  ("OPTION") to
purchase at the  exercise  price  specified  in the Notice of Stock Option Grant
(the  "EXERCISE  PRICE") the number of shares  (the  "SHARES")  of Common  Stock
("STOCK") set forth in the Notice of Stock Option Grant. This Option is intended
to be a  Non-Qualified  Stock Option,  as provided in the Notice of Stock Option
Grant.

                          SECTION 2: RIGHT TO EXERCISE

         Subject to the other  conditions  set forth in this  Agreement,  all or
part of this  Option may be  exercised  prior to its  expiration  at the time or
times set forth in the Notice of Stock Option Grant.

                 SECTION 3: NO TRANSFER OR ASSIGNMENT OF OPTION

         Except as provided  herein,  Optionee may not assign,  sell or transfer
the Option,  in whole or in part,  other than by  operation of law. The Board of
Directors (the "Board"),  in its sole discretion may permit the transfer of this
Option to affiliates  (as defined in Rule 501 of the  Securities Act of 1933, as
amended (the "SECURITIES  ACT")) of the Optionee (a "PERMITTED  TRANSFEREE").  A
transfer  permitted  under this  Section 3 hereof may be made only upon  written
notice to and  approval  thereof by the Board.  A Permitted  Transferee  may not
further assign,  sell or transfer the transferred  option,  in whole or in part,
other than by operation of law. A Permitted Transferee shall agree in writing to
be bound by the provisions of this Agreement.


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                         SECTION 4: EXERCISE PROCEDURES

         4.1      NOTICE  OF   EXERCISE.   The   Optionee   or  the   Optionee's
representative  may exercise this Option by  delivering a written  notice in the
form of EXHIBIT A attached  hereto  ("NOTICE OF EXERCISE") to the Company in the
manner specified pursuant to Section 13.3 hereof.  Such Notice of Exercise shall
specify the election to exercise this Option,  the number of Shares for which it
is being  exercised  and the form of payment,  which must comply with Section 5.
The Notice of Exercise shall be signed by the person who is entitled to exercise
this Option.  In the event that this Option is to be exercised by the Optionee's
representative,  the notice shall be accompanied by proof  (satisfactory  to the
Company) of the representative's right to exercise this Option.

         4.2      ISSUANCE  OF  SHARES.  After  receiving  a  proper  Notice  of
Exercise, the Company shall cause to be issued a certificate or certificates for
the Shares as to which this Option has been exercised, registered in the name of
the person  exercising this Option.  The Company shall cause such certificate or
certificates to be delivered to or upon the order of the person  exercising this
Option.

         4.3      WITHHOLDING  TAXES.  In the event that the Company  determines
that it is  required  to  withhold  any tax as a result of the  exercise of this
Option, the Optionee,  as a condition to the exercise of this Option, shall make
arrangements satisfactory to the Company to enable it to satisfy all withholding
requirements.  The Optionee  shall also make  arrangements  satisfactory  to the
Company to enable it to satisfy any withholding  requirements  that may arise in
connection  with the vesting or  disposition  of Shares  purchased by exercising
this Option.

                          SECTION 5: PAYMENT FOR STOCK

         5.1      GENERAL RULE. The entire Exercise Price of Shares issued under
this Agreement  shall be payable in full by cash or check for an amount equal to
the  aggregate  Exercise  Price  for  the  number  of  shares  being  purchased.
Alternatively,  in the sole  discretion  of the Board and upon such terms as the
Board shall approve, the Exercise Price may be paid by:

                  5.1.1    CASHLESS EXERCISE. A copy of instructions to a broker
directing such broker to sell the Shares for which this option is exercised, and
to remit to the Company the aggregate  Exercise Price of such option  ("CASHLESS
EXERCISE");

                  5.1.2    STOCK-FOR-STOCK  EXERCISE. Paying all or a portion of
the Exercise Price for the number of Shares being purchased by tendering  Shares
owned by the Optionee,  duly  endorsed for transfer to the Company,  with a Fair
Market Value on the date of delivery equal to the Exercise  Price  multiplied by
the  number of Shares  with  respect  to which  this  Option is being  exercised
("STOCK-FOR-STOCK EXERCISE"); or

                  5.1.3    ATTESTATION EXERCISE.  By a Stock-For-Stock  Exercise
by means of attestation  whereby the Optionee  identifies for delivery  specific
Shares  already  owned by Optionee  and receives a number of Shares equal to the
difference  between  the Option  Shares  thereby  exercised  and the  identified
attestation Shares ("ATTESTATION EXERCISE").

         5.2      FAIR MARKET  VALUE.  "FAIR  MARKET  VALUE" shall mean the fair
market value of a Share,  determined as follows:  (i) by  calculating  the value
weighted average trading price of


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Common  Stock,  as quoted on the Pink Sheets,  or any other  applicable  trading
market, for the twenty (20) consecutive  trading days immediately  preceding the
date of delivery; or (ii) in the absence of an established market for the Stock,
the Fair Market  Value shall be  determined  in good faith by the Board and such
determination shall be conclusive and binding on all persons.

         5.3      WITHHOLDING  PAYMENT. The Exercise Price shall include payment
of the amount of all federal, state, local or other income, excise or employment
taxes subject to withholding (if any) by the Company or any parent or subsidiary
corporation as a result of the exercise of this Option. The Optionee may pay all
or a portion of the tax withholding by cash or check payable to the Company, or,
at the discretion of the Board,  upon such terms as the Board shall approve,  by
(i)  Cashless  Exercise;   (ii)  Attestation  Exercise;   (iii)  Stock-for-Stock
Exercise; (iv) payment of all or a portion of the tax withholding for the number
of shares being purchased by withholding  shares from any transfer or payment to
the Optionee ("STOCK  WITHHOLDING");  or (v) a combination of one or more of the
foregoing payment methods. The Fair Market Value of the number of shares subject
to Stock withholding shall not exceed an amount equal to the applicable  minimum
required tax withholding rates.

         5.4      EXERCISE/PLEDGE.  In the  discretion  of the Board,  upon such
terms as the  Board  shall  approve,  payment  may be made all or in part by the
delivery  (on a form  prescribed  by the Board) of an  irrevocable  direction to
pledge  Shares to a  securities  broker or lender  approved by the  Company,  as
security  for a loan,  and to deliver  all or part of the loan  proceeds  to the
Company  in  payment of all or part of the  Exercise  Price and any  withholding
taxes.

                         SECTION 6: TERM AND EXPIRATION

         This  Option  shall  expire  and  shall  not be  exercisable  after the
earliest of (i) the  Expiration  Date  specified  in the Notice of Stock  Option
Grant, or (ii) if the Optionee's  employment with the Company  terminates by any
reason under that certain Employment Agreement ("EMPLOYMENT  AGREEMENT"),  dated
July __, 2005,  between the Company and  Optionee,  other than  termination  for
cause,  the date that is ___ years after the  effective  date of the  Optionee's
termination  of  employment.  The  Option  shall  fully  vest if the  Optionee's
employment  with the  Company  terminates  for any reason  under the  Employment
Agreement other than cause.

                         SECTION 7: OBLIGATION TO SELL.

         Notwithstanding  anything  herein  to  the  contrary,  if at  any  time
following  Optionee's  acquisition  of  Shares  hereunder,  stockholders  of the
Company  owning 51% or more of the  shares of the  Company  (on a fully  diluted
basis) (the "CONTROL SELLERS") enter into an agreement  (including any agreement
in  principal) to transfer all of their shares to any person or group of persons
who are not  affiliated  with the  Control  Sellers,  such  Control  Sellers may
require each stockholder who is not a Control Seller (a "NON-CONTROL SELLER") to
sell all of their  shares to such  person or group of  persons at a price and on
terms and conditions the same as those on which such Control Sellers have agreed
to  sell  their  shares,  other  than  terms  and  conditions  relating  to  the
performance or  non-performance  of services.  For the purposes of the preceding
sentence,  an affiliate of a Control  Seller is a person who controls,  which is
controlled by, or which is under common control with, the Control Seller.


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                             SECTION 8: ADJUSTMENTS

         8.1      EFFECT OF CERTAIN CHANGES.

                  8.1.1    STOCK DIVIDENDS,  SPLITS, ETC. If there is any change
in the number of outstanding shares of Stock by reason of a stock split, reverse
stock split, stock dividend, recapitalization,  combination or reclassification,
then (i) the  number of  shares  of Stock  covered  by the  Option  and (ii) the
Exercise  Price  of the  Option,  in  effect  prior  to such  change,  shall  be
proportionately adjusted by the Board to reflect any increase or decrease in the
number of issued shares of Stock; PROVIDED,  HOWEVER, that any fractional shares
resulting from the adjustment shall be eliminated.

                  8.1.2    LIQUIDATION,  DISSOLUTION,  MERGER,  CONSOLIDATION OR
CHANGE IN CONTROL.  In the event of a dissolution or liquidation of the Company,
or any  corporate  separation  or  division,  including,  but not  limited to, a
split-up,  a split-off  or a  spin-off,  or a sale of  substantially  all of the
assets of the Company; a merger or consolidation in which the Company is not the
Surviving Entity; a reverse merger in which the Company is the Surviving Entity,
but the shares of Company stock outstanding immediately preceding the merger are
converted  by virtue of the merger into other  property,  whether in the form of
securities,  cash or  otherwise;  the  transfer  of more  than  90% of the  then
outstanding voting stock of the Company to another person or entity; or a Change
in Control,  then, the Company,  to the extent  permitted by applicable law, but
otherwise in its sole  discretion may provide for: (i) the  continuation  of the
Option  by  the  Company  (if  the  Company  is  the  Surviving  Entity);   (ii)
substitution  by the  Surviving  Entity  or its  parent  of stock  options  with
substantially  the same  terms for the  Option;  (iii) the  cancellation  of the
Option without payment of any  consideration,  provided that if the Option would
be canceled in accordance with the foregoing, the Optionee shall have the right,
exercisable during the later of the ten-day period ending on the fifth day prior
to such  merger  or  consolidation  or ten days  after the  Board  provides  the
Optionee with a notice of  cancellation,  to exercise the vested  portion of the
Option in whole or in part, or (iv) the cancellation of the outstanding unvested
portion of the Option and the repurchase of the vested portion of the Option for
a cash  payment  equal to the  difference  between the Fair Market Value and the
Exercise price of the Option.

                  8.1.3    FURTHER  ADJUSTMENTS.  Subject to Section 8.1.2,  the
Board shall have the discretion,  exercisable at any time before a sale, merger,
consolidation,  reorganization,  liquidation or Change in Control,  to take such
further  action as it  determines  to be  necessary or  advisable,  and fair and
equitable to the Optionee,  with respect to the Option.  Such authorized  action
may include (but shall not be limited to) establishing,  amending or waiving the
type, terms,  conditions or duration of, or restrictions on, the Option so as to
provide for earlier,  later,  extended or additional time for exercise and other
modifications.  The  Board  may take such  action  before  or after  any  public
announcement with respect to such sale, merger,  consolidation,  reorganization,
liquidation or Change in Control that is the reason for such adjustment.

                  8.1.4    PAR  VALUE  CHANGES.  In the event of a change in the
Stock of the Company as  presently  constituted  which is limited to a change of
all of its  authorized  shares  with par value,  into the same  number of shares
without par value, or a change in the par value,  the shares  resulting from any
such change shall be "Stock" within the meaning of this Agreement.


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<PAGE>


         8.2      DECISION  OF BOARD  FINAL.  To the extent  that the  foregoing
adjustments relate to stock or securities of the Company, such adjustments shall
be made by the  Board,  whose  determination  in that  respect  shall be  final,
binding and conclusive.

         8.3      NO OTHER RIGHTS. Except as hereinbefore  expressly provided in
this  Section  8,  no  Participant  shall  have  any  rights  by  reason  of any
subdivision  or  consolidation  of shares of Company stock or the payment of any
dividend  or any other  increase  or decrease in the number of shares of Company
stock of any class or by reason of any of the events  described  in Section 8.1,
above,  or any other  issue by the  Company of shares of stock of any class,  or
securities  convertible  into  shares  of stock of any  class;  and,  except  as
provided in this Section 8, none of the foregoing  events shall  affect,  and no
adjustment by reason  thereof shall be made with respect to, the number or price
of shares of Stock subject to the Option.

                        SECTION 9: STOCKHOLDERS AGREEMENT

         As a condition to the transfer of Stock pursuant to this Agreement, the
Board,  in its sole and  absolute  discretion,  may require the  Participant  to
execute and become a party to any  agreement by and among the Company and any of
its stockholders  which exists on or after the Date of Grant (the  "STOCKHOLDERS
AGREEMENT").  If the Participant becomes a party to a Stockholders Agreement, in
addition  to  the  terms  of  this  Agreement,   the  terms  and  conditions  of
Stockholders  Agreement shall govern  Participant's  rights in and to the Stock;
and  if  there  is any  conflict  between  the  provisions  of the  Stockholders
Agreement and this Agreement, the provisions of the Stockholders Agreement shall
be controlling.

                    SECTION 10: LEGALITY OF INITIAL ISSUANCE

         No Shares shall be issued upon the  exercise of this option  unless and
until the Company has determined that:

         10.1     It and  the  Optionee  have  taken  any  actions  required  to
register  the  Shares  under  the  Securities  Act  of  1933,  as  amended  (the
"SECURITIES ACT") or to perfect an exemption from the registration  requirements
thereof;

         10.2     Any  applicable  listing  requirement of any stock exchange on
which the Stock is listed has been satisfied; and

         10.3     Any other  applicable  provision  of state or federal  law has
 been satisfied.

                       SECTION 11: NO REGISTRATION RIGHTS

         The Company may, but shall not be obligated to, register or qualify the
sale of Shares under the Securities Act or any other applicable law. The Company
shall not be obligated to take any affirmative action in order to cause the sale
of Shares under this Agreement to comply with any law.

                      SECTION 12: RESTRICTIONS ON TRANSFER

         12.1     SECURITIES  LAW   RESTRICTIONS.   Regardless  of  whether  the
offering and sale of Shares under this Agreement have been registered  under the
Securities Act or have been registered or qualified under the securities laws of
any state, the Company at its discretion may


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<PAGE>


impose  restrictions  upon the sale,  pledge or other  transfer  of such  Shares
(including the placement of  appropriate  legends on stock  certificates  or the
imposition of  stop-transfer  instructions)  if, in the judgment of the Company,
such restrictions are necessary or desirable in order to achieve compliance with
the Securities Act, the securities laws of any state or any other law.

         12.2     MARKET  STAND-OFF.  In the  event  of an  underwritten  public
offering  by the  Company  of its equity  securities  pursuant  to an  effective
registration  statement filed under the Act (a "PUBLIC OFFERING"),  the Optionee
shall not  Transfer  for value any  shares of Stock  without  the prior  written
consent of the  Company or its  underwriters,  for such  period of time from and
after the effective date of such  registration  statement as may be requested by
the Company or such underwriters (the "MARKET STAND-OFF").  The Market Stand-off
shall be in  effect  for such  period  of time  following  the date of the final
prospectus  for  the  offering  as  may be  requested  by the  Company  or  such
underwriters. In the event of the declaration of a stock dividend, a spin-off, a
stock split, an adjustment in conversion ratio, a recapitalization  or a similar
transaction  affecting the Company's  outstanding  securities without receipt of
consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Shares subject to the Market
Stand-Off,  or  into  which  such  Shares  thereby  become  convertible,   shall
immediately be subject to the Market  Stand-Off.  In order to enforce the Market
Stand-Off, the Company may impose stop-transfer instructions with respect to the
Shares acquired under this Agreement  until the end of the applicable  stand-off
period.

         12.3     INVESTMENT INTENT AT GRANT. The Optionee represents and agrees
that the Shares to be acquired upon  exercising this option will be acquired for
investment, and not with a view to the sale or distribution thereof.

         12.4     INVESTMENT  INTENT AT EXERCISE.  In the event that the sale of
Shares under the Agreement is not  registered  under the  Securities  Act but an
exemption is available  which  requires an  investment  representation  or other
representation,  the Optionee shall  represent and agree at the time of exercise
that the Shares being  acquired upon  exercising  this option are being acquired
for  investment,  and not with a view to the sale or distribution  thereof,  and
shall make such other  representations as are deemed necessary or appropriate by
the Company and its counsel.

         12.5     LEGENDS.  All certificates  evidencing  Shares purchased under
this Agreement in an unregistered  transaction  shall bear the following  legend
(and such other  restrictive  legends as are required or deemed  advisable under
the provisions of any applicable law):

                 "THE SHARES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER
                 EITHER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY
                 STATE  AND MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  TRANSFERRED,
                 ASSIGNED,   PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF  AN
                 EFFECTIVE  REGISTRATION  STATEMENT  WITH  RESPECT TO THE SHARES
                 UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,   AND  ANY
                 APPLICABLE  STATE  SECURITIES  LAWS OR AN  OPINION  OF  COUNSEL
                 SATISFACTORY TO ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED."


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         12.6     REMOVAL OF LEGENDS.  If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement no longer is required,  the holder of such  certificate  shall be
entitled to exchange such  certificate for a certificate  representing  the same
number of Shares but without such legend.

         12.7     ADMINISTRATION.  Any  determination  by the  Company  and  its
counsel in connection with any of the matters set forth in this Section 12 shall
be conclusive and binding on the Optionee and all other persons.

                      SECTION 13: MISCELLANEOUS PROVISIONS

         13.1     RIGHTS  AS  A  STOCKHOLDER.   Neither  the  Optionee  nor  the
Optionee's representative shall have any rights as a stockholder with respect to
any  Shares  subject  to  this  Option  until  the  Optionee  or the  Optionee's
representative  becomes  entitled  to receive  such Shares by filing a notice of
exercise  and paying the  Exercise  Price  pursuant  to Section 4 and  Section 5
hereof.

         13.2     NO RETENTION  RIGHTS.  Nothing in this Agreement  shall confer
upon the  Optionee  any right to continue to provide  services to the Company or
its  subsidiary  for any  period  of  specific  duration  or  interfere  with or
otherwise  restrict in any way the rights of the Company (or its  subsidiary) or
of the  Optionee,  which  rights  are  hereby  expressly  reserved  by each,  to
terminate  the  provision  of services  at any time and for any reason,  with or
without Cause.

         13.3     NOTICE.  Any notice  required  by the terms of this  Agreement
shall be given in writing and shall be deemed  effective upon personal  delivery
or upon  deposit  with the  United  States  Postal  Service,  by  registered  or
certified mail, with postage and fees prepaid.  Notice shall be addressed to the
Optionee at the address set forth in the records of the Company. Notice shall be
addressed to the Company at:

                             Patron Systems, Inc.
                             500 North Michigan Avenue, Suite 300
                             Chicago, Illinois 60611

         13.4     ENTIRE  AGREEMENT.  The  Notice of Stock  Option  Grant,  this
Agreement and the Employment  Agreement  constitute the entire contract  between
the parties hereto with regard to the subject matter hereof.  They supersede any
other prior  agreements,  representations  or  understandings  (whether  oral or
written and  whether  express or  implied)  that  relate to the  subject  matter
hereof.

         13.5     CHOICE  OF LAW.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE,  WITHOUT REGARD
TO ITS CHOICE OF LAWS  PROVISIONS,  AS DELAWARE  LAWS ARE  APPLIED TO  CONTRACTS
ENTERED INTO AND PERFORMED IN SUCH STATE.

         13.6     ATTORNEYS'  FEES.  In the  event  that  any  action,  suit  or
proceeding is instituted upon any breach of this Agreement, the prevailing party
shall  be  paid  by the  other  party  thereto  an  amount  equal  to all of the
prevailing  party's costs and expenses,  including  attorneys'  fees incurred in
each and every such action, suit or proceeding (including any and all appeals or
petitions  therefrom).  As used in this Agreement,  "ATTORNEYS' FEES" shall mean
the full and actual cost of any legal services actually  performed in connection
with the matter involved calculated on the basis of the usual fee charged by the
attorney  performing  such  services  and shall not be  limited  to  "reasonable
attorneys' fees" as defined in any statute or rule of court.


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                                    EXHIBIT A

                               NOTICE OF EXERCISE

                 (To be signed only upon exercise of the Option)

         Patron Systems, Inc.
         500 North Michigan Avenue, Suite 300
         Chicago, Illinois 60611

         The undersigned,  the holder of the enclosed Non-Qualified Stock Option
Agreement, hereby irrevocably elects to exercise the purchase rights represented
by the Option  and to  purchase  thereunder  ______*  shares of Common  Stock of
Patron Systems, Inc. (the "COMPANY"),  and herewith encloses payment of $_______
and/or  _________  shares of the  Company's  Common Stock in full payment of the
purchase price of such shares being purchased.


Dated:
      ------------------------

YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS  AND  FORFEITABLE  UNDER THE NOTICE OF
STOCK OPTION GRANT AND NON-QUALIFIED STOCK OPTION AGREEMENT


                               ------------------------------------------------
                               (Signature must conform in all respects to name
                               of holder as specified on the face of the Option)


                               -------------------------------------------------
                               (Please Print Name)


                               -------------------------------------------------
                               (Address)



                      *      Insert here the number of shares  called for on the
                             face of the  Option,  or,  in the case of a partial
                             exercise, the number of shares being exercised,  in
                             either  case  without  making  any  adjustment  for
                             additional  Common  Stock  of  the  Company,  other
                             securities  or  property  that,   pursuant  to  the
                             adjustment   provisions  of  the  Option,   may  be
                             deliverable upon exercise.