2003 Non-Qualified Stock Option Plan


     

    EXHIBIT
      10.1

     

     

    AMERICHIP
      INTERNATIONAL, INC. 

     

    AMENDED
      AND RESTATED

     

    2003
      NONQUALIFIED STOCK OPTION PLAN 

     

    ARTICLE
      I

    Purpose
      of Plan 

     

    This
      AMENDED AND RESTATED 2003 NONQUALIFIED STOCK OPTION PLAN (the "Plan") of
      AMERICHIP INTERNATIONAL, INC. (the "Company") for persons employed or associated
      with the Company, including without limitation any employee, director, general
      partner, officer, attorney, accountant, consultant or advisor, is intended
      to
      advance the best interests of the Company by providing additional incentive
      to
      those persons who have a substantial responsibility for its management, affairs,
      and growth by increasing their proprietary interest in the success of the
      Company, thereby encouraging them to maintain their relationships with the
      Company. Further, the availability and offering of Stock Options under the
      Plan
      supports and increases the Company's ability to attract, engage and retain
      individuals of exceptional talent upon whom, in large measure, the sustained
      progress growth and profitability of the Company for the shareholders depends.
      

     

    ARTICLE
      II 

    Definitions
      

     

    For
      Plan
      purposes, except where the context might clearly indicate otherwise, the
      following terms shall have the meanings set forth below: 

     

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

     

    "Code"
      shall mean the Internal Revenue Code of 1986, as amended, and the rules and
      regulations promulgated thereunder.

     

    "Committee"
      shall mean the Compensation Committee, or such other committee appointed by
      the
      Board, which shall be designated by the Board to administer the Plan. The
      Committee shall be composed of one or more persons as from time to time are
      appointed to serve by the Board and may be members of the Board or in the
      alternative, the Plan may be administered by the entire Board. 

     

    "Common
      Shares" shall mean the Company's Common Shares $0.001 par value per share,
      or,
      in the event that the outstanding Common Shares are hereafter changed into
      or
      exchanged for different shares or securities of the Company, such other shares
      or securities.

     

    "Company"
      shall mean AMERICHIP INTERNATIONAL, INC., a Nevada corporation, and any parent
      or subsidiary corporation of AMERICHIP INTERNATIONAL, INC., as such terms are
      defined in Section 425(e) and 425(f), respectively of the Code. 

     

    "Optionee"
      shall mean any person employed or associated with the affairs of the Company
      who
      has been granted one or more Stock Options under the Plan.

     

    "Stock
      Option" or "NQSO" shall mean a stock option granted pursuant to the terms of
      the
      Plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Stock
      Option Agreement" shall mean the agreement between the Company and the Optionee
      under which the Optionee may purchase Common Shares hereunder. 

     

    ARTICLE
      III

    Administration
      of the Plan 

     

    1.
 
      The Committee or Board shall administer the plan and accordingly, it shall
      have
      full power to grant Stock Options, construe and interpret the Plan, establish
      rules and regulations and perform all other acts, including the delegation
      of
      administrative responsibilities, it believes reasonable and proper.


     

    2.
 
      The determination of those eligible to receive Stock Options, and the amount,
      price, type and timing of each Stock Option and the terms and conditions of
      the
      respective stock option agreements shall rest in the sole discretion of the
      Committee, subject to the provisions of the Plan. 

     

    3.
 
      The Committee or Board may cancel any Stock Options awarded under the Plan
      if an
      Optionee conducts himself in a manner which the Committee determines to be
      contrary to the best interest of the Company and its shareholders as set forth
      more fully in paragraph 8 of Article X of the Plan.

     

    4.
 
      The Board or the Committee may correct any defect, supply any omission or
      reconcile any inconsistency in the Plan or in any granted Stock Option, in
      the
      manner and to the extent it shall deem necessary to carry it into effect.


     

    5.
 
      Any decision made, or action taken, by the Committee or the Board arising out
      or
      in connection with the interpretation and administration of the Plan shall
      be
      final and conclusive. 

     

    6.
 
      Meetings of the Committee shall be held at such times and places as shall be
      determined by the Committee. A majority of the members of the Committee shall
      constitute a quorum for the transaction of business, and the vote of a majority
      of those members present at any meeting shall decide any question brought before
      that meeting. In addition, the Company may take any action otherwise proper
      under the Plan by the affirmative vote, taken without a meeting, of a majority
      of its members. 

     

    7.
 
      No member of the Committee shall be liable for any act or omission of any other
      member of the Committee or for any act or omission on his own part, including,
      but not limited to, the exercise of any power or discretion given to him under
      the Plan except those resulting form his own gross negligence or willful
      misconduct.

     

    8.
 
      The Company, through its management, shall supply full and timely information
      to
      the Committee on all matters relating to the eligibility of Optionees, their
      duties and performance, and current information on any Optionee's death,
      retirement, disability or other termination of association with the Company,
      and
      such other pertinent information as the Committee may require. The Company
      shall
      furnish the Committee with such clerical and other assistance as is necessary
      in
      the performance of its duties hereunder. 

     

    ARTICLE
      IV 

    Shares
      Subject to the Plan 

     

    1.
 
      The total number of shares of the Company available for grants of Stock Options
      under the Plan shall be 160,000,000 Common Shares, subject to adjustment as
      herein provided, which shares may be either authorized but unissued or
      reacquired Common Shares of the Company.

     

    2.
 
      If a Stock Option or portion thereof shall expire or terminate for any reason
      without having been exercised in full, the unpurchased shares covered by such
      NQSO shall be available for future grants of Stock Options.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V 

    Stock
      Option Terms and Conditions 

     

    1.
 
      Consistent with the Plan's purpose, Stock Options may be granted to any person
      who is performing or who has been engaged to perform services relating to the
      operation, development and growth of the Company.

     

    2.
 
      Determination of the option price per share for any stock option issues
      hereunder shall rest in the sole and unfettered discretion of the Committee.
      

     

    3.
 
      All Stock Options granted under the Plan shall be evidenced by agreements which
      shall be subject to applicable provisions of the Plan, and such other provisions
      as the Committee may adopt, including the provisions set forth in paragraphs
      2
      through 11 of this Article V.

     

    4.
 
      All Stock Options granted hereunder must be granted within ten years from the
      date this Plan is adopted. 

     

    5.
 
      No Stock Option granted hereunder shall be exercisable after the expiration
      of
      ten years from the date such NQSO is granted. The Committee, in its discretion,
      may provide that an option shall be exercisable during such ten year period
      or
      during any lesser period of time. The Committee may establish installment
      exercise terms for a Stock Option such that the NQSO becomes fully exercisable
      in a series of cumulating portions. If an Optionee shall not, in any given
      installment period, purchase all the Common Shares which such Optionee is
      entitled to purchase within such installment period, such Optionee's right
      to
      purchase any Common Shares not purchased in such installment period shall
      continue until the expiration or sooner termination of such NQSO. The Committee
      may also accelerate the exercise of any NQSO. 

     

    6.
 
      A Stock Option, or portion thereof, shall be exercised by deliver of (i) a
      written notice of exercise to the Company specifying the number of Common Shares
      to be purchased, and (ii) payment of the full exercise price of such Common
      Shares, as fully set forth in paragraph 7 of this Article V. The payment of
      the
      exercise price may be offset against a debt owed by the Company to the Optionee.
        No NQSO or installment thereof shall be reusable except with respect to
      whole shares, and fractional share interests shall be disregarded. Not less
      than
      100 Common Shares may be purchased at one time unless the number purchased
      is
      the total number at the time available for purchase under the NQSO. Until the
      Common Shares represented by an exercised NQSO are issued to an Optionee, he
      shall have none of the rights of a shareholder.

     

    7.
 
      The exercise price of a Stock Option, or portion thereof, may be paid:


     

    A.
 
      In United States dollars, in cash or by cashier's check, certified check, bank
      draft or money order, payable to the order of the Company in an amount equal
      to
      the option price or offset against an existing debt owed by the Company to
      the
      Optionee; or,     

     

    B.
 
      At the discretion of the Committee, through the delivery of fully paid and
      nonassessable Common Shares, with an aggregate fair market value (determined
      as
      the average of the highest and lowest reported sales prices on the Common Shares
      as of the date of exercise of the NQSO, as reported by such responsible
      reporting service as the Committee may select, or if there were not transactions
      in the Common Shares on such day, then the last preceding day on which
      transactions took place), as of the date of the NQSO exercise equal to the
      option price, provided such tendered shares, or any derivative security
      resulting in the issuance of Common Shares, have been owned by he Optionee
      for
      at least 30 days prior to such exercise; or, 

     

    C.
 
      By a combination of both A and B above. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.
 
      The Committee shall determine acceptable methods for tendering Common Shares
      as
      payment upon exercise of a Stock Option and may impose such limitations and
      prohibitions on the use of Common Shares to exercise an NQSO as it deems
      appropriate. 

     

    9.
 
      With the Optionee's consent, the Committee may cancel any Stock Option issued
      under this Plan and issue a new NQSO to such Optionee. 

     

    10.
        Except by will, the laws of descent and distribution, or with the written
      consent of the Committee, no right or interest in any Stock Option granted
      under
      the Plan shall be assignable or transferable, and no right or interest of any
      Optionee shall be liable for, or subject to, any lien, obligation or liability
      of the Optionee. Upon petition to, and thereafter with the written consent
      of
      the Committee, an Optionee may assign or transfer all or a portion of the
      Optionee's rights and interest in any stock option granted hereunder. Stock
      Options shall be exercisable during the Optionee's lifetime only by the Optionee
      or assignees, or the duly appointed legal representative of an incompetent
      Optionee, including following an assignment consented to by the Committee
      herein. 

     

    11.
        No NQSO shall be exercisable while there is outstanding any other NQSO
      which was granted to the Optionee before the grant of such option under the
      Plan
      or any other plan which gives the right to the Optionee to purchase stock in
      the
      Company or in a corporation which is a parent corporation (as defined in Section
      425(e) of the Code) of the Company, or any predecessor corporation of any of
      such corporations at the time of the grant. An NQSO shall be treated as
      outstanding until it is either exercised in full or expires by reason of lapse
      of time. 

     

    12.
      Any
      Optionee who disposes of Common Shares acquired on the exercise of a NQSO by
      sale or exchange either (i) within two years after the date of the grant of
      the
      NQSO under which the stock was acquired, or (ii) within one year after the
      acquisition of such Shares, shall notify the Company of such disposition and
      of
      the amount realized upon such disposition. The transfer of Common Shares may
      also be restricted by applicable provisions of the Securities Act of 1933,
      as
      amended.

     

    ARTICLE
      VI

    Adjustments
      or Changes in Capitalization 

     

    1.
 
      In the event that the outstanding Common Shares of the Company are hereafter
      changed into or exchanged for a different number of kinds of shares or other
      securities of the Company by reason of merger, consolidation, other
      reorganization, recapitalization, reclassification, combination of shares,
      stock
      split-up or stock dividend:

     

    A.
 
      Prompt, proportionate, equitable, lawful and adequate adjustment shall be made
      of the aggregate number and kind of shares subject to Stock Options which may
      be
      granted under the Plan, such that the Optionee shall have the right to purchase
      such Common Shares as may be issued in exchange for the Common Shares
      purchasable on exercise of the NQSO had such merger, consolidation, other
      reorganization, recapitalization, reclassification, combination of shares,
      stock
      split-up or stock dividend not taken place;

     

    B.
 
      Rights under unexercised Stock Options or portions thereof granted prior to
      any
      such change, both as to the number or kind of shares and the exercise price
      per
      share, shall be adjusted appropriately, provided that such adjustments shall
      be
      made without change in the total exercise price applicable to the unexercised
      portion of such NQSO's but by an adjustment in the price for each share covered
      by such NQSO's; or, 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    C.
 
      Upon any dissolution or liquidation of the Company or any merger or combination
      in which the Company is not a surviving corporation, each outstanding Stock
      Option granted hereunder shall terminate, but the Optionee shall have the right,
      immediately prior to such dissolution, liquidation, merger or combination,
      to
      exercise his NQSO in whole or in part, to the extent that it shall not have
      been
      exercised, without regard to any installment exercise provisions in such NQSO.
      

     

    2.
 
      The foregoing adjustment and the manner of application of the foregoing
      provisions shall be determined solely by the Committee, 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 under the Plan
      on
      account of any such adjustments.   

     

    ARTICLE
      VII

    Merger,
      Consolidation or Tender Offer 

     

    1.
 
      If the Company shall be a party to a binding agreement to any merger,
      consolidation or reorganization or sale of substantially all the assets of
      the
      Company, each outstanding Stock Option shall pertain and apply to the securities
      and/or property which a shareholder of the number of Common Shares of the
      Company subject to the NQSO would be entitled to receive pursuant to such
      merger, consolidation or reorganization or sale of assets.

     

    2.
 
      In the event that: 

     

    A.
 
      Any person other than the Company shall acquire more than 20% of the Common
      Shares of the Company through a tender offer, exchange offer or otherwise;
      

     

    B.
 
      A change in the "control" of the Company occurs, as such term is defined in
      Rule
      405 under the Securities Act of 1933; 

     

    C.
 
      There shall be a sale of all or substantially all of the assets of the Company;
      any then outstanding Stock Option held by an Optionee, who is deemed by the
      Committee to be a statutory officer ("insider") for purposes of Section 16
      of
      the Securities Exchange Act of 1934 shall be entitled to receive, subject to
      any
      action by the Committee revoking such an entitlement as provided for below,
      in
      lieu of exercise of such Stock Option, to the extent that it is then
      exercisable, a cash payment in an amount equal to the difference between the
      aggregate exercise price of such NQSO, or portion thereof, and, (i) in the
      event
      of an offer or similar event, the final offer price per share paid for Common
      Shares, or such lower price as the Committee may determine to conform an option
      to preserve its Stock Option status, times the number of Common Shares covered
      by the NQSO or portion thereof, or (ii) in the case of an event covered by
      B or
      C above, the aggregate fair market value of the Common Shares covered b y the
      Stock Option, as determined by the Committee at such time. 

     

    3.
 
      Any payment which the Company is required to make pursuant to paragraph 2 of
      this Article VII, shall be made within 15 business days, following the event
      which results in the Optionee's right to such payment. In the event of a tender
      offer in which fewer than all the shares which are validity tendered in
      compliance with such offer are purchased or exchanged, then only that portion
      of
      the shares covered by an NQSO as results from multiplying such shares by a
      fraction, the numerator of which is the number of Common Shares acquired
      purchase to the offer and the denominator of which is the number of Common
      Shares tendered in compliance with such offer, shall be used to determine the
      payment thereupon. To the extent that all or any portion of a Stock Option
      shall
      be affected by this provision, all or such portion of the NQSO shall be
      terminated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.
 
      Notwithstanding paragraphs 1 and 3 of this Article VII, the Company may, by
      unanimous vote and resolution, unilaterally revoke the benefits of the above
      provisions; provided, however, that such vote is taken no later than ten
      business days following public announcement of the intent of an offer of the
      change of control, whichever occurs earlier. 

     

    ARTICLE
      VIII 

    Amendment
      and Termination of Plan 

     

    1.
 
      The Board may at any time, and from time to time, suspend or terminate the
      Plan
      in whole or in part or amend it from time to time in such respects as the Board
      may deem appropriate and in the best interest of the Company. 

     

    2.
 
      No amendment, suspension or termination of this Plan shall, without the
      Optionee's consent, alter or impair any of the rights or obligations under
      any
      Stock Option theretofore granted to him under the Plan.

     

    3.
 
      The Board may amend the Plan, subject to the limitations cited above, in such
      manner as it deems necessary to permit the granting of Stock Options meeting
      the
      requirements of future amendments or issued regulations, if any, to the Code.
      

     

    4.
 
      No NQSO may be granted during any suspension of the Plan or after termination
      of
      the Plan. 

     

    ARTICLE
      IX 

    Government
      and Other Regulations 

     

    The
      obligation of the Company to issue, transfer and deliver Common Shares for
      Stock
      Options exercised under the Plan shall be subject to all applicable laws,
      regulations, rules, orders and approval which shall then be in effect and
      required by the relevant stock exchanges on which the Common Shares are traded
      and by government entities as set forth below or as the Committee in its sole
      discretion shall deem necessary or advisable. Specifically, in connection with
      the Securities Act of 1933, as amended, upon exercise of any Stock Option,
      the
      Company shall not be required to issue Common Shares unless the Committee has
      received evidence satisfactory to it to the effect that the Optionee will not
      transfer such shares except pursuant to a registration statement in effect
      under
      such Act or unless an opinion of counsel satisfactory to the Company has been
      received by the Company to the effect that such registration is not required.
      Any determination in this connection by the Committee shall be final, binding
      and conclusive. The Company may, but shall in no event be obligated to take
      any
      other affirmative action in order to cause the exercise of a Stock Option or
      the
      issuance of Common Shares purchase thereto to comply with any law or regulation
      of any government authority. 

     

    ARTICLE
      X 

    Miscellaneous
      Provisions 

     

    1.
 
      No person shall have any claim or right to be granted a Stock Option under
      the
      Plan, and the grant of an NQSO under the Plan shall not be construed as giving
      an Optionee the right to be retained by the Company. Furthermore, the Company
      expressly reserves the right at any time to terminate its relationship with
      an
      Optionee with or without cause, free from any liability, or any claim under
      the
      Plan, except as provided herein, in an option agreement, or in any agreement
      between the Company and the Optionee. 

     

    2.
 
      Any expenses of administering this Plan shall be borne by the
      Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
 
      The payment received from Optionee from the exercise of Stock Options under
      the
      Plan shall be used for the general corporate purposes of the
      Company.

     

    4.
 
      The place of administration of the Plan shall be in the state of Nevada, and
      the
      validity, contraction, interpretation, administration and effect of the Plan
      and
      its rules and regulations, and rights relating to the Plan, shall be determined
      solely in accordance with the laws of the state of Nevada.

     

    5.
 
      Without amending the Plan, grants may be made to persons who are foreign
      nationals or employed outside the United States, or both, on such terms and
      conditions, consistent with the Plan's purpose, different from those specified
      in the Plan as may, in the judgment of the Committee, be necessary or desirable
      to create equitable opportunities given differences in tax laws in other
      countries.

     

    6.
 
      In addition to such other rights of indemnification as they may have as members
      of the Board or Committee, the members of the Committee shall be indemnified
      by
      the Company against all costs and expenses reasonably incurred by them in
      connection with any action, suite or proceeding to which they or any of them
      may
      be party by reason of any action taken or failure to act under or in connection
      with the Plan or any Stock Option granted thereunder, an against all amount
      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 a
      judgment based upon a finding of bad faith; provided that upon the institution
      of any such action, suit or proceeding a Committee member shall in writing,
      give
      the Company notice thereof and an opportunity, at its own expense, to handle
      and
      defend the same before such Committee member undertakes to handle and defend
      it
      on his own behalf.

     

    7.
 
      Stock Options may be granted under this Plan form time to time, in substitution
      for stock options held by employees of other corporations who are about to
      become employees of the Company as the result of a merger or consolidation
      of
      the employing corporation with the Company or the acquisition by the Company
      of
      the assets of the employing corporation or the acquisition by the Company of
      stock of the employing corporation as a result of which it become a subsidiary
      of the Company. The terms and conditions of such substitute stock options so
      granted my vary from the terms and conditions set forth in this Plan to such
      extent as the Board of Director of the Company at the time of grant may deem
      appropriate to conform, in whole or in part, to the provisions of the stock
      options in substitution for which they are granted, but no such variations
      shall
      be such as to affect the status of any such substitute stock options as a stock
      option under Section 422A of the Code.

     

    8.
 
      Notwithstanding anything to the contrary in the Plan, if the Committee finds
      by
      a majority vote, after full consideration of the facts presented on behalf
      of
      both the Company the Optionee, that the Optionee has been engaged in fraud,
      embezzlement, theft, commission of a felony or proven dishonesty in the course
      of his association with the Company or any subsidiary corporation which damaged
      the Company or any subsidiary corporation, or for disclosing trade secrets
      of
      the Company or any subsidiary corporation, the Optionee shall forfeit all
      unexercised Stock Options and all exercised NQSO's under which the Company
      has
      not yet delivered the certificates and which have been earlier granted the
      Optionee by the Committee. The decision of the Committee as to the case of
      an
      Optionee's discharge and the damage done to the Company shall be final. No
      decision of the Committee, however, shall affect the finality of the discharge
      of such Optionee by the Company or any subsidiary corporation in any manner.
      Further, if Optionee voluntarily terminates employment with the Company, the
      Optionee shall forfeit all unexercised stock options.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI

    Written
      Agreement

     

    Each
      Stock Option granted hereunder shall be embodied in a written Stock Option
      Agreement which shall be subject to the terms and conditions prescribed above
      and shall be signed by the Optionee and by the President or any Vice President
      of the Company, for and in the name and on behalf of the Company. Such Stock
      Option Agreement shall contain such other provisions as the Committee, in its
      discretion shall deem advisable. 

     

    ARTICLE
      XII 

    Effective
      Date 

     

    This
      Plan
      shall become unconditionally effective as of the effective date of approval
      of
      the Plan by the Board of Directors of the Company. No Stock Option may be
      granted later than ten (10) years from the effective date of the Plan; provided,
      however, that the Plan and all outstanding Stock Options shall remain in effect
      until such NQSO's have expired or until such options are cancelled.


     

    
      	
              Number
                of Shares: _______________

            	
              Date
                of Grant: _______________    
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    NONQUALIFIED
      STOCK OPTION AGREEMENT 

     

    AGREEMENT
      made this _____ day of __________________, 20____, between
      ____________________________ (the "Optionee"), and AMERICHIP INTERNATIONAL
      INC.,
      a Nevada corporation (the "Company").

     

    1.
 
      Grant of Option. The Company, pursuant to the provisions of the AMERICHIP
      INTERNATIONAL, INC. AMENDED AND RESTATED 2003 Nonqualified Stock Option Plan
      (the "2003 Plan"), set forth as Attachment A hereto, hereby grants to the
      Optionee, subject to the terms and conditions set forth or incorporated herein,
      an Option and Purchase from the Company all or any part of an aggregate of
      _______________ Common Shares, as such Common Shares are now constituted, at
      the
      purchase price of $_______________ per share. The provisions of the 2003 Plan
      governing the terms and conditions of the Option granted hereby are incorporated
      in full herein by reference. 

     

    2.
 
      Exercise. The Option evidenced hereby shall be exercisable in whole or in part
      (but only in multiples of 100 Shares unless such exercise is as to the remaining
      balance of this Option) on or after __________________, 20___ and on or before
      _________________, 20___, provided that the cumulative number of Common Shares
      as to which this Option may be exercised (except as provided in paragraph 1
      of
      Article VI of this 2003 Plan) shall not exceed the following amounts:  


     

    
      	
              Cumulative
                Number of Shares

            	
              Prior
                to Date (Not Inclusive of)

            


    

     

    The
      Option evidenced hereby shall be exercisable by the deliver to and receipt
      by
      the Company of (i) a written notice of election to exercise, in the form set
      forth in Attachment B hereto, specifying the number of shares to be purchased;
      (ii) accompanied by payment of the full purchase price thereof in case or
      certified check payable to the order of the Company, or by fully-paid and
      nonassessable Common Shares of the Company properly endorsed over to the
      Company, or by a combination thereof; and, (iii) by return of this Stock Option
      Agreement for endorsement of exercise by the Company on Schedule I hereof.
      In
      the event fully paid and nonassessable Common Shares are submitted as whole
      or
      partial payment for Shares to be purchased hereunder, such Common Shares will
      be
      valued at their Fair Market Value (as defined in the 2003 Plan) on the date
      such
      Shares are received by the Company and applied to payment of the exercise price.
      

     

    3.
 
      Transferability. The Option evidenced hereby is NOT assignable or transferable
      by the Optionee other than by the Optionee's will, by the laws of descent and
      distribution, as provided in paragraph 9 of Article V of the 2003 Plan. The
      Option shall be exercisable only by the Optionee during his lifetime.


     

    
      	 	 	 
	 	AMERICHIP
              INTERNATIONAL, INC.
	 
 	 
 	 
 
	 	BY:  	 
	 	
              

            
	 	Marc
              Walther, Chief Executive Officer


    

     

    
      	 	 	 	 
	ATTEST:	 	 	 
	 	 	 	 
	 	 	 	 
	
              

            	 	 	
            
	Secretary	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Optionee
      hereby acknowledges receipt of a copy of the 2003 Plan, attached hereto and
      accepts this Option subject to each and every term and provision of such Plan.
      Optionee hereby agrees to accept as binding, conclusive and final, all decisions
      or interpretations of the Compensation Committee of the Board of Directors
      administering the 2003 Plan on any questions arising under such Plan. Optionee
      recognizes that if Optionee's employment with the Company or any subsidiary
      thereof shall be terminated with cause, or by the Optionee, all of the
      Optionee's rights hereunder shall thereupon terminate; and that, pursuant to
      paragraph 10 of Article V of the 2003 Plan, this Option may not be exercised
      while there is outstanding to Optionee any unexercised Stock Option, granted
      to
      Optionee before the date of grant of this Option, to purchase Common Shares
      of
      the Company or any parent or subsidiary thereof. 

     

    Dated:
      _________________________________ 

     

    
      	 	 
	
            	
              ___________________________________
                

            
	
               

            	
              Optionee
                

            
	 	 
	
               

            	
              ___________________________________
                

            
	
               

            	
              Type
                or Print Name 

            
	 	 
	
               

            	
              ___________________________________

            
	
               

            	
              Address
                

            
	 	 
	
               

            	
              ___________________________________
                

            
	
               

            	
              Social
                Security No.

            


    

     

    Date:

     

    Secretary,

    AMERICHIP
      INTERNATIONAL, INC. 

    12933
      W.
      Eight Mile Road

    Detroit,
      Michigan 48235

     

    Dear
      Sir:


     

    In
      accordance with paragraph 2 of the Nonqualified Stock Option Agreement
      evidencing the Option granted to me on _____________________ under the AMERICHIP
      INTERNATIONAL, INC. AMENDED AND RESTATED 2003 Nonqualified Stock Option Plan,
      I
      hereby elect to exercise this Option to the extent of __________________ Common
      Shares. 

     

    Enclosed
      are (i) Certificate(s) No.(s) ____________________ representing fully-paid
      common shares of AMERICHIP INTERNATIONAL, INC. endorsed to the Company with
      signature guaranteed, and/or a certified check payable to the order of AMERICHIP
      INTERNATIONAL, INC. in the amount of $_______________ as the balance of the
      purchase price of $______________ for the Shares which I have elected to
      purchase and (ii) the original Stock Option Agreement for endorsement by the
      Company as to exercise on Schedule I thereof. I acknowledge that the Common
      Shares (if any) submitted as part payment for the exercise price due hereunder
      will be valued by the Company at their Fair Market Value (as defined in the
      2003
      Plan) on the date this Option 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    exercise
      is effected by the Company. In the event I hereafter sell any Common Shares
      issued pursuant to this option exercise within one year from the date of
      exercise or within two years after the date of grant of this Option, I agree
      to
      notify the Company promptly of the amount of taxable compensation realized
      by me
      by reason of such sale for federal income tax purposes. 

     

    When
      the
      certificate for Common Shares which I have elected to purchase has been issued,
      please deliver it to me, along with my endorsed Stock Option Agreement in the
      event there remains an unexercised balance of Shares under the Option, at the
      following address:

     

    Include
      Optionee's address
      here.                    


     

    
      	
               

            	
              __________________________________
                

            
	
               

            	
              Signature
                of Optionee 

            
	 	 
	
               

            	
              __________________________________
                

            
	
               

            	
              Type
                or Print Name