EXHIBIT 10.2

                          2003 STOCK PLAN, AS AMENDED










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                                 i-TRACH, INC.
                                 2003 STOCK PLAN
                           (AS AMENDED MARCH 21, 2003)


1.       PURPOSES OF THE PLAN.  The purposes of this 2003 Stock Plan are:

             o    to attract and retain the best available personnel for
                  positions of substantial responsibility,
             o    to provide additional incentive to Employees, Directors and
                  Consultants, and
             o    to promote the success of the Company's business.

         Options granted under the Plan may be Incentive Stock Options or
         Nonstatutory Stock Options, as determined by the Administrator at the
         time of grant. Stock Purchase Rights may also be granted under the
         Plan.

2.       DEFINITIONS.  As used herein, the following definitions shall apply:

         (a)      "Administrator" means the Board or any of its Committees as
                  shall be administering the Plan, in accordance with Section 4
                  of the Plan.

         (b)      "Applicable Laws" means the requirements relating to the
                  administration of stock option plans under U.S. state
                  corporate laws, U.S. federal and state securities laws, the
                  Code, any stock exchange or quotation system on which the
                  Common Stock is listed or quoted and the applicable laws of
                  any foreign country or jurisdiction where Options or Stock
                  Purchase Rights are, or will be, granted under the Plan.

         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Change in Control" means the occurrence of any of the
                  following events:

                  (i)      Any "person" (as such term is used in Sections 13(d)
                           and 14(d) of the Exchange Act) becomes the
                           "beneficial owner" (as defined in Rule 13d-3 of the
                           Exchange Act), directly or indirectly, of securities
                           of the Company representing fifty percent (50%) or
                           more of the total voting power represented by the
                           Company's then outstanding voting securities; or

                  (ii)     The consummation of the sale or disposition by the
                           Company of all or substantially all of the Company's
                           assets;

                  (iii)    A change in the composition of the Board occurring
                           within a two-year period, as a result of which fewer
                           than a majority of the directors are Incumbent
                           Directors. "Incumbent Directors" means directors who
                           either

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                           (A) are Directors as of the effective date of the
                           Plan, or (B) are elected, or nominated for election,
                           to the Board with the affirmative votes of at least a
                           majority of the Incumbent Directors at the time of
                           such election or nomination (but will not include an
                           individual whose election or nomination is in
                           connection with an actual or threatened proxy contest
                           relating to the election of directors to the
                           Company); or

                  (iv)     The consummation of a merger or consolidation of the
                           Company with any other corporation, other than a
                           merger or consolidation which would result in the
                           voting securities of the Company outstanding
                           immediately prior thereto continuing to represent
                           (either by remaining outstanding or by being
                           converted into voting securities of the surviving
                           entity or its parent) at least fifty percent (50%) of
                           the total voting power represented by the voting
                           securities of the Company or such surviving entity or
                           its parent outstanding immediately after such merger
                           or consolidation.

         (e)      "Code" means the Internal Revenue Code of 1986, as amended.

         (f)      "Committee" means a committee of Directors appointed by the
                  Board in accordance with Section 4 of the Plan.

         (g)      "Common Stock" means the common stock of the Company.

         (h)      "Company" means i-Track, Inc., a Nevada corporation.

         (i)      "Consultant" means any natural person, including an advisor,
                  engaged by the Company or a Parent or Subsidiary to render
                  services to such entity.

         (j)      "Director" means a member of the Board.

         (k)      "Employee" means any person, including Officers and Directors,
                  employed by the Company or any Parent or Subsidiary of the
                  Company. A Service Provider shall not cease to be an Employee
                  in the case of (i) any leave of absence approved by the
                  Company or (ii) transfers between locations of the Company or
                  between the Company, its Parent, any Subsidiary, or any
                  successor. For purposes of Incentive Stock Options, no such
                  leave may exceed ninety days, unless reemployment upon
                  expiration of such leave is guaranteed by statute or contract.
                  If reemployment upon expiration of a leave of absence approved
                  by the Company is not so guaranteed, then three (3) months
                  following the 91st day of such leave any Incentive Stock
                  Option held by the Optionee shall cease to be treated as an
                  Incentive Stock Option and shall be treated for tax purposes
                  as a Nonstatutory Stock Option. Neither service as a Director
                  nor payment of a director's fee by the Company shall be
                  sufficient to constitute "employment" by the Company.

         (l)      "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.


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         (m)      "Fair Market Value" means, as of any date, the value of Common
                  Stock determined as follows:

                  (i)      If the Common Stock is listed on any established
                           stock exchange or a national market system, including
                           without limitation the Nasdaq National Market or The
                           Nasdaq SmallCap Market of The Nasdaq Stock Market,
                           its Fair Market Value shall be the closing sales
                           price for such stock (or the closing bid, if no sales
                           were reported) as quoted on such exchange or system
                           on the day of determination, as reported in The Wall
                           Street Journal or such other source as the
                           Administrator deems reliable;

                  (ii)     If the Common Stock is regularly quoted by a
                           recognized securities dealer but selling prices are
                           not reported, the Fair Market Value of a Share of
                           Common Stock shall be the mean between the high bid
                           and low asked prices for the Common Stock on the day
                           of determination, as reported in The Wall Street
                           Journal or such other source as the Administrator
                           deems reliable; or

                  (iii)    In the absence of an established market for the
                           Common Stock, the Fair Market Value shall be
                           determined in good faith by the Administrator.

         (n)      "Incentive Stock Option" means an Option intended to qualify
                  as an incentive stock option within the meaning of Section 422
                  of the Code and the regulations promulgated thereunder.

         (o)      "Nonstatutory Stock Option" means an Option not intended to
                  qualify as an Incentive Stock Option.

         (p)      "Notice of Grant" means a written or electronic notice
                  evidencing certain terms and conditions of an individual
                  Option or Stock Purchase Right grant. The Notice of Grant is
                  part of the Option Agreement.

         (q)      "Officer" means a person who is an officer of the Company
                  within the meaning of Section 16 of the Exchange Act and the
                  rules and regulations promulgated thereunder.

         (r)      "Option" means a stock option granted pursuant to the Plan.

         (s)      "Option Agreement" means an agreement between the Company and
                  an Optionee evidencing the terms and conditions of an
                  individual Option grant. The Option Agreement is subject to
                  the terms and conditions of the Plan.

         (t)      "Option Exchange Program" means a program whereby outstanding
                  Options are surrendered in exchange for Options with a lower
                  exercise price.

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         (u)      "Optioned Stock" means the Common Stock subject to an Option
                  or Stock Purchase Right.

         (v)      "Optionee" means the holder of an outstanding Option or Stock
                  Purchase Right granted under the Plan.

         (w)      "Parent" means a "parent corporation," whether now or
                  hereafter existing, as defined in Section 424(e) of the Code.

         (x)      "Plan" means this 2003 Stock Plan.

         (y)      "Restricted Stock" means shares of Common Stock acquired
                  pursuant to a grant of Stock Purchase Rights under Section 11
                  of the Plan.

         (z)      "Restricted Stock Purchase Agreement" means a written
                  agreement between the Company and the Optionee evidencing the
                  terms and restrictions applying to stock purchased under a
                  Stock Purchase Right. The Restricted Stock Purchase Agreement
                  is subject to the terms and conditions of the Plan and the
                  Notice of Grant.

         (aa)     "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
                  successor to Rule 16b-3, as in effect when discretion is being
                  exercised with respect to the Plan.

         (bb)     "Section 16(b)" means Section 16(b) of the Exchange Act.

         (cc)     "Service Provider" means an Employee, Director or Consultant.

         (dd)     "Share" means a share of the Common Stock, as adjusted in
                  accordance with Section 13 of the Plan.

         (ee)     "Stock Purchase Right" means the right to purchase Common
                  Stock pursuant to Section 11 of the Plan, as evidenced by a
                  Notice of Grant.

         (ff)     "Subsidiary" means a "subsidiary corporation", whether now or
                  hereafter existing, as defined in Section 424(f) of the Code.

3.       STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 13 of
         the Plan, the maximum aggregate number of Shares that may be optioned
         and sold under the Plan initially is 177,700 Shares plus increases to
         be added from time to time, so that the number of shares available for
         sale under the Plan shall be equal to 15% of the Company's outstanding
         Shares. The Shares may be authorized, but unissued, or reacquired
         Common Stock.

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         Notwithstanding the preceding paragraph, or any other provision of this
         Plan, in no event may the number of Shares subject to outstanding
         options granted under this Plan, when combined with the number of
         Shares which are issuable upon exercise of all other outstanding
         options, warrants or other rights granted by the Company to purchase
         shares of capital stock of the Company, exceed a number of Shares equal
         to 30% of the aggregate number of Shares which are issued and
         outstanding as of the applicable determination date.

         If an Option or Stock Purchase Right expires or becomes unexercisable
         without having been exercised in full, or is surrendered pursuant to an
         Option Exchange Program, the unpurchased Shares which were subject
         thereto shall become available for future grant or sale under the Plan
         (unless the Plan has terminated); provided, however, that Shares that
         have actually been issued under the Plan, whether upon exercise of an
         Option or Right, shall not be returned to the Plan and shall not become
         available for future distribution under the Plan, except that if Shares
         of Restricted Stock are repurchased by the Company at their original
         purchase price, such Shares shall become available for future grant
         under the Plan.

4.       ADMINISTRATION OF THE PLAN.

         (a)      PROCEDURE.

                  (i)      MULTIPLE ADMINISTRATIVE BODIES. Different Committees
                           with respect to different groups of Service Providers
                           may administer the Plan.

                  (ii)     SECTION 162(M). To the extent that the Administrator
                           determines it to be desirable to qualify Options
                           granted hereunder as "performance-based compensation"
                           within the meaning of Section 162(m) of the Code, the
                           Plan shall be administered by a Committee of two or
                           more "outside directors" within the meaning of
                           Section 162(m) of the Code.

                  (iii)    RULE 16B-3. To the extent desirable to qualify
                           transactions hereunder as exempt under Rule 16b-3,
                           the transactions contemplated hereunder shall be
                           structured to satisfy the requirements for exemption
                           under Rule 16b-3.

                  (iv)     OTHER ADMINISTRATION. Other than as provided above,
                           the Plan shall be administered by (A) the Board or
                           (B) a Committee, which committee shall be constituted
                           to satisfy Applicable Laws.

         (b)      POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the
                  Plan, and in the case of a Committee, subject to the specific
                  duties delegated by the Board to such Committee, the
                  Administrator shall have the authority, in its discretion:

                  (i)      to determine the Fair Market Value;


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                  (ii)     to select the Service Providers to whom Options and
                           Stock Purchase Rights may be granted hereunder;

                  (iii)    to determine the number of shares of Common Stock to
                           be covered by each Option and Stock Purchase Right
                           granted hereunder;

                  (iv)     to approve forms of agreement for use under the Plan;

                  (v)      to determine the terms and conditions, not
                           inconsistent with the terms of the Plan, of any
                           Option or Stock Purchase Right granted hereunder.
                           Such terms and conditions include, but are not
                           limited to, the exercise price, the time or times
                           when Options or Stock Purchase Rights may be
                           exercised (which may be based on performance
                           criteria), any vesting acceleration or waiver of
                           forfeiture restrictions, and any restriction or
                           limitation regarding any Option or Stock Purchase
                           Right or the shares of Common Stock relating thereto,
                           based in each case on such factors as the
                           Administrator, in its sole discretion, shall
                           determine;

                  (vi)     to construe and interpret the terms of the Plan and
                           awards granted pursuant to the Plan;

                  (vii)    to prescribe, amend and rescind rules and regulations
                           relating to the Plan, including rules and regulations
                           relating to sub-plans established for the purpose of
                           satisfying applicable foreign laws;

                  (viii)   to modify or amend each Option or Stock Purchase
                           Right (subject to Section 15(c) of the Plan),
                           including the discretionary authority to extend the
                           post-termination exercisability period of Options
                           longer than is otherwise provided for in the Plan;

                  (ix)     to allow Optionees to satisfy withholding tax
                           obligations by electing to have the Company withhold
                           from the Shares to be issued upon exercise of an
                           Option or Stock Purchase Right that number of Shares
                           having a Fair Market Value equal to the minimum
                           amount required to be withheld. The Fair Market Value
                           of the Shares to be withheld shall be determined on
                           the date that the amount of tax to be withheld is to
                           be determined. All elections by an Optionee to have
                           Shares withheld for this purpose shall be made in
                           such form and under such conditions as the
                           Administrator may deem necessary or advisable;

                  (x)      to authorize any person to execute on behalf of the
                           Company any instrument required to effect the grant
                           of an Option or Stock Purchase Right previously
                           granted by the Administrator;


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                  (xi)     to make all other determinations deemed necessary or
                           advisable for administering the Plan.

         (c)      EFFECT OF ADMINISTRATOR'S DECISION.  The Administrator's
                  decisions, determinations and interpretations shall be final
                  and binding on all Optionees and any other holders of Options
                  or Stock Purchase Rights.

5.       ELIGIBILITY. Nonstatutory Stock Options and Stock Purchase Rights may
         be granted to Service Providers. Incentive Stock Options may be granted
         only to Employees.

6.       LIMITATIONS.

         (a)      Each Option shall be designated in the Option Agreement as
                  either an Incentive Stock Option or a Nonstatutory Stock
                  Option. However, notwithstanding such designation, to the
                  extent that the aggregate Fair Market Value of the Shares with
                  respect to which Incentive Stock Options are exercisable for
                  the first time by the Optionee during any calendar year (under
                  all plans of the Company and any Parent or Subsidiary) exceeds
                  $100,000, such Options shall be treated as Nonstatutory Stock
                  Options. For purposes of this Section 6(a), Incentive Stock
                  Options shall be taken into account in the order in which they
                  were granted. The Fair Market Value of the Shares shall be
                  determined as of the time the Option with respect to such
                  Shares is granted.

         (b)      Neither the Plan nor any Option or Stock Purchase Right shall
                  confer upon an Optionee any right with respect to continuing
                  the Optionee's relationship as a Service Provider with the
                  Company, nor shall they interfere in any way with the
                  Optionee's right or the Company's right to terminate such
                  relationship at any time, with or without cause.

7.       TERM OF PLAN. Subject to Section 19 of the Plan, the Plan shall become
         effective upon its adoption by the Board. It shall continue in effect
         for a term of ten (10) years unless terminated earlier under Section 15
         of the Plan.

8.       TERM OF OPTION. The term of each Option shall be stated in the Option
         Agreement; provided, however, that the term shall be no more than ten
         (10) years from the date of grant thereof. Moreover, in the case of an
         Incentive Stock Option granted to an Optionee who, at the time the
         Incentive Stock Option is granted, owns stock representing more than
         ten percent (10%) of the total combined voting power of all classes of
         stock of the Company or any Parent or Subsidiary, the term of the
         Incentive Stock Option shall be five (5) years from the date of grant
         or such shorter term as may be provided in the Option Agreement.


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9.       OPTION EXERCISE PRICE AND CONSIDERATION.

         (a)      EXERCISE PRICE.  The per share exercise price for the Shares
                  to be issued pursuant to exercise of an Option shall be
                  determined by the Administrator, subject to the following:

                  (i)      In the case of an Incentive Stock Option

                           (A)      granted to an Employee who, at the time the
                                    Incentive Stock Option is granted, owns
                                    stock representing more than ten percent
                                    (10%) of the voting power of all classes of
                                    stock of the Company or any Parent or
                                    Subsidiary, the per Share exercise price
                                    shall be no less than 110% of the Fair
                                    Market Value per Share on the date of grant.

                           (B)      granted to any Employee other than an
                                    Employee described in paragraph (A)
                                    immediately above, the per Share exercise
                                    price shall be no less than 100% of the Fair
                                    Market Value per Share on the date of grant.

                  (ii)     In the case of a Nonstatutory Stock Option, the per
                           Share exercise price shall be no less than 85% of the
                           Fair Market Value per Share on the date of grant. In
                           the case of a Nonstatutory Stock Option intended to
                           qualify as "performance-based compensation" within
                           the meaning of Section 162(m) of the Code, the per
                           Share exercise price shall be no less than 100% of
                           the Fair Market Value per Share on the date of grant.

                  (iii)    Notwithstanding the foregoing, Options may be granted
                           with a per Share exercise price of less than 100% of
                           the Fair Market Value per Share on the date of grant
                           pursuant to a merger or other corporate transaction.

         (b)      WAITING PERIOD AND EXERCISE DATES. Subject to the constraints
                  herein, at the time an Option is granted, the Administrator
                  shall fix the period within which the Option may be exercised
                  and shall determine any conditions that must be satisfied
                  before the Option may be exercised.

         (c)      FORM OF CONSIDERATION. The Administrator shall determine the
                  acceptable form of consideration for exercising an Option,
                  including the method of payment. In the case of an Incentive
                  Stock Option, the Administrator shall determine the acceptable
                  form of consideration at the time of grant. Such consideration
                  may consist entirely of:

                  (i)      cash;

                  (ii)     check;


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                  (iii)    promissory note;

                  (iv)     other Shares which, in the case of Shares acquired
                           directly or indirectly from the Company, (A) have
                           been owned by the Optionee for more than six (6)
                           months on the date of surrender, and (B) have a Fair
                           Market Value on the date of surrender equal to the
                           aggregate exercise price of the Shares as to which
                           said Option shall be exercised;

                  (v)      consideration received by the Company under a
                           cashless exercise program implemented by the Company
                           in connection with the Plan;

                  (vi)     a reduction in the amount of any Company liability to
                           the Optionee, including any liability attributable to
                           the Optionee's participation in any Company-sponsored
                           deferred compensation program or arrangement;

                  (vii)    any combination of the foregoing methods of payment;
                           or

                  (viii)   such other consideration and method of payment for
                           the issuance of Shares to the extent permitted by
                           Applicable Laws.

10.      EXERCISE OF OPTION.

         (a)      PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
                  granted hereunder shall be exercisable according to the terms
                  of the Plan and at such times and under such conditions as
                  determined by the Administrator and set forth in the Option
                  Agreement. Unless the Administrator provides otherwise,
                  vesting of Options granted hereunder shall be suspended during
                  any unpaid leave of absence. An Option may not be exercised
                  for a fraction of a Share. Except in the case of Options
                  granted to officers, Directors and Consultants, Options shall
                  become exercisable at a rate of no less than 20% per year over
                  five (5) years from the date the Options are granted.

                  An Option shall be deemed exercised when the Company receives:
                  (i) written or electronic notice of exercise (in accordance
                  with the Option Agreement) from the person entitled to
                  exercise the Option, and (ii) full payment for the Shares with
                  respect to which the Option is exercised. Full payment may
                  consist of any consideration and method of payment authorized
                  by the Administrator and permitted by the Option Agreement and
                  the Plan. Shares issued upon exercise of an Option shall be
                  issued in the name of the Optionee or, if requested by the
                  Optionee, in the name of the Optionee and his or her spouse.
                  Until the Shares are issued (as evidenced by the appropriate
                  entry on the books of the Company or of a duly authorized
                  transfer agent of the Company), no right to vote or receive
                  dividends or any other rights as a stockholder shall exist
                  with respect to the Optioned Stock, notwithstanding the
                  exercise of the Option. The Company shall


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                  issue (or cause to be issued) such Shares promptly after the
                  Option is exercised. No adjustment will be made for a dividend
                  or other right for which the record date is prior to the date
                  the Shares are issued, except as provided in Section 13 of the
                  Plan.

                  Exercising an Option in any manner shall decrease the number
                  of Shares thereafter available, both for purposes of the Plan
                  and for sale under the Option, by the number of Shares as to
                  which the Option is exercised.

         (b)      TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an
                  Optionee ceases to be a Service Provider, other than upon the
                  Optionee's death or Disability, the Optionee may exercise his
                  or her Option within thirty (30) days of termination, or such
                  longer period of time as is specified in the Option Agreement,
                  to the extent that the Option is vested on the date of
                  termination (but in no event later than the expiration of the
                  term of such Option as set forth in the Option Agreement). If,
                  on the date of termination, the Optionee is not vested as to
                  his or her entire Option, the Shares covered by the unvested
                  portion of the Option shall revert to the Plan. If, after
                  termination, the Optionee does not exercise his or her Option
                  within the time specified by the Administrator, the Option
                  shall terminate, and the Shares covered by such Option shall
                  revert to the Plan.

         (c)      DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service
                  Provider as a result of the Optionee's disability, the
                  Optionee may exercise his or her Option within six (6) months
                  of termination, or such longer period of time as is specified
                  in the Option Agreement, to the extent the Option is vested on
                  the date of termination (but in no event later than the
                  expiration of the term of such Option as set forth in the
                  Option Agreement). If, on the date of termination, the
                  Optionee is not vested as to his or her entire Option, the
                  Shares covered by the unvested portion of the Option shall
                  revert to the Plan. If, after termination, the Optionee does
                  not exercise his or her Option within the time specified
                  herein, the Option shall terminate, and the Shares covered by
                  such Option shall revert to the Plan.

         (d)      DEATH OF OPTIONEE. If an Optionee dies while a Service
                  Provider, the Option may be exercised within six (6) months
                  following the Optionee's death, or within such longer period
                  of time as is specified in the Option Agreement, to the extent
                  that the Option is vested on the date of death (but in no
                  event may the option be exercised later than the expiration of
                  the term of such Option as set forth in the Option Agreement),
                  by the Optionee's designated beneficiary, provided such
                  beneficiary has been designated prior to Optionee's death in a
                  form acceptable to the Administrator. If no such beneficiary
                  has been designated by the Optionee, then such Option may be
                  exercised by the personal representative of the Optionee's
                  estate or by the person(s) to whom the Option is transferred
                  pursuant to the Optionee's will or in accordance with the laws
                  of descent and distribution. If, at the time of death,
                  Optionee is not vested as to his or her entire Option, the
                  Shares covered by the unvested portion of the Option shall
                  immediately revert to


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                  the Plan. If the Option is not so exercised within the time
                  specified herein, the Option shall terminate, and the Shares
                  covered by such Option shall revert to the Plan.

11.      STOCK PURCHASE RIGHTS.

         (a)      RIGHTS TO PURCHASE. Stock Purchase Rights may be issued either
                  alone, in addition to, or in tandem with other awards granted
                  under the Plan and/or cash awards made outside of the Plan.
                  After the Administrator determines that it will offer Stock
                  Purchase Rights under the Plan, it shall advise the offeree in
                  writing or electronically, by means of a Notice of Grant, of
                  the terms, conditions and restrictions related to the offer,
                  including the number of Shares that the offeree shall be
                  entitled to purchase, the price to be paid, and the time
                  within which the offeree must accept such offer. The offer
                  shall be accepted by execution of a Restricted Stock Purchase
                  Agreement in the form determined by the Administrator.

         (b)      REPURCHASE OPTION. Unless the Administrator determines
                  otherwise, the Restricted Stock Purchase Agreement shall grant
                  the Company a repurchase option exercisable upon the voluntary
                  or involuntary termination of the purchaser's service with the
                  Company for any reason (including death or Disability). The
                  purchase price for Shares repurchased pursuant to the
                  Restricted Stock Purchase Agreement shall be the original
                  price paid by the purchaser and may be paid by cancellation of
                  any indebtedness of the purchaser to the Company. The
                  repurchase option shall lapse at a rate determined by the
                  Administrator; provided that such rate may not exceed the term
                  permitted under applicable laws and regulations.

         (c)      OTHER PROVISIONS. The Restricted Stock Purchase Agreement
                  shall contain such other terms, provisions and conditions not
                  inconsistent with the Plan as may be determined by the
                  Administrator in its sole discretion.

         (d)      RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is
                  exercised, the purchaser shall have the rights equivalent to
                  those of a stockholder, and shall be a stockholder when his or
                  her purchase is entered upon the records of the duly
                  authorized transfer agent of the Company. No adjustment will
                  be made for a dividend or other right for which the record
                  date is prior to the date the Stock Purchase Right is
                  exercised, except as provided in Section 13 of the Plan.

12.      TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Unless determined
         otherwise by the Administrator, an Option or Stock Purchase Right may
         not be sold, pledged, assigned, hypothecated, transferred, or disposed
         of in any manner other than by will or by the laws of descent or
         distribution and may be exercised, during the lifetime of the Optionee,
         only by the Optionee. If the Administrator in its sole discretion makes
         an Option or Stock Purchase Right transferable, such Option or Stock
         Purchase


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         Right may only be transferred (i) by will, (ii) by the laws of descent
         and distribution, or (iii) as permitted by Rule 701 of the Securities
         Act.

13.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CHANGE IN
         CONTROL.

         (a)      ADJUSTMENTS. In the event that any dividend or other
                  distribution (whether in the form of cash, Shares, other
                  securities, or other property), recapitalization, stock split,
                  reverse stock split, reorganization, merger, consolidation,
                  split-up, spin-off, combination, repurchase, or exchange of
                  Shares or other securities of the Company, or other change in
                  the corporate structure of the Company affecting the Shares
                  occurs, the Administrator, in order to prevent diminution or
                  enlargement of the benefits or potential benefits intended to
                  be made available under the Plan, may (in its sole discretion)
                  adjust the number and class of Shares that may be delivered
                  under the Plan and/or the number, class, and price of Shares
                  covered by each outstanding Option or Stock Purchase Right.

         (b)      DISSOLUTION OR LIQUIDATION. In the event of the proposed
                  dissolution or liquidation of the Company, the Administrator
                  shall notify each Optionee as soon as practicable prior to the
                  effective date of such proposed transaction. The Administrator
                  in its discretion may provide for an Optionee to have the
                  right to exercise his or her Option until ten (10) days prior
                  to such transaction as to all of the Optioned Stock covered
                  thereby, including Shares as to which the Option would not
                  otherwise be exercisable. In addition, the Administrator may
                  provide that any Company repurchase option applicable to any
                  Shares purchased upon exercise of an Option or Stock Purchase
                  Right shall lapse as to all such Shares, provided the proposed
                  dissolution or liquidation takes place at the time and in the
                  manner contemplated. To the extent it has not been previously
                  exercised, an Option or Stock Purchase Right will terminate
                  immediately prior to the consummation of such proposed action.

         (c)      MERGER OR CHANGE IN CONTROL. In the event of a merger of the
                  Company with or into another corporation, or a Change in
                  Control, each outstanding Option and Stock Purchase Right
                  shall be assumed or an equivalent option or right substituted
                  by the successor corporation or a Parent or Subsidiary of the
                  successor corporation. In the event that the successor
                  corporation refuses to assume or substitute for the Option or
                  Stock Purchase Right, the Optionee shall fully vest in and
                  have the right to exercise the Option or Stock Purchase Right
                  as to all of the Optioned Stock, including Shares as to which
                  it would not otherwise be vested or exercisable. If an Option
                  or Stock Purchase Right becomes fully vested and exercisable
                  in lieu of assumption or substitution in the event of a merger
                  or sale of assets, the Administrator shall notify the Optionee
                  in writing or electronically that the Option or Stock Purchase
                  Right shall be fully vested and exercisable for a period of
                  fifteen (15) days from the date of such notice, and the Option
                  or Stock Purchase Right shall terminate upon the expiration of
                  such period.


i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 12 of 21

<PAGE>

                  For the purposes of this subsection (c), the Option or Stock
                  Purchase Right shall be considered assumed if, following the
                  merger or Change in Control, the option or right confers the
                  right to purchase or receive, for each Share of Optioned Stock
                  subject to the Option or Stock Purchase Right immediately
                  prior to the merger or Change in Control, the consideration
                  (whether stock, cash, or other securities or property)
                  received in the merger or Change in Control by holders of
                  Common Stock for each Share held on the effective date of the
                  transaction (and if holders were offered a choice of
                  consideration, the type of consideration chosen by the holders
                  of a majority of the outstanding Shares); provided, however,
                  that if such consideration received in the merger or Change in
                  Control is not solely common stock of the successor
                  corporation or its Parent, the Administrator may, with the
                  consent of the successor corporation, provide for the
                  consideration to be received upon the exercise of the Option
                  or Stock Purchase Right, for each Share of Optioned Stock
                  subject to the Option or Stock Purchase Right, to be solely
                  common stock of the successor corporation or its Parent equal
                  in fair market value to the per share consideration received
                  by holders of Common Stock in the merger or Change in Control.

14.      DATE OF GRANT. The date of grant of an Option or Stock Purchase Right
         shall be, for all purposes, the date on which the Administrator makes
         the determination granting such Option or Stock Purchase Right, or such
         other later date as is determined by the Administrator. Notice of the
         determination shall be provided to each Optionee within a reasonable
         time after the date of such grant.

15.  AMENDMENT AND TERMINATION OF THE PLAN.

         (a)      AMENDMENT AND TERMINATION. The Board may at any time amend,
                  alter, suspend or terminate the Plan.

         (b)      STOCKHOLDER APPROVAL. The Company shall obtain stockholder
                  approval of any Plan amendment to the extent necessary and
                  desirable to comply with Applicable Laws.

         (c)      EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
                  suspension or termination of the Plan shall impair the rights
                  of any Optionee, unless mutually agreed otherwise between the
                  Optionee and the Administrator, which agreement must be in
                  writing and signed by the Optionee and the Company.
                  Termination of the Plan shall not affect the Administrator's
                  ability to exercise the powers granted to it hereunder with
                  respect to Options granted under the Plan prior to the date of
                  such termination.


i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 13 of 21
<PAGE>


16.      CONDITIONS UPON ISSUANCE OF SHARES.

         (a)      LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
                  exercise of an Option or Stock Purchase Right unless the
                  exercise of such Option or Stock Purchase Right and the
                  issuance and delivery of such Shares shall comply with
                  Applicable Laws and shall be further subject to the approval
                  of counsel for the Company with respect to such compliance.

         (b)      INVESTMENT REPRESENTATIONS. As a condition to the exercise of
                  an Option or Stock Purchase Right, the Company may require the
                  person exercising such Option or Stock Purchase Right to
                  represent and warrant at the time of any such exercise that
                  the Shares are being purchased only for investment and without
                  any present intention to sell or distribute such Shares if, in
                  the opinion of counsel for the Company, such a representation
                  is required.

17.      INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
         authority from any regulatory body having jurisdiction, which authority
         is deemed by the Company's counsel to be necessary to the lawful
         issuance and sale of any Shares hereunder, shall relieve the Company of
         any liability in respect of the failure to issue or sell such Shares as
         to which such requisite authority shall not have been obtained.

18.      RESERVATION OF SHARES. The Company, during the term of this Plan, will
         at all times reserve and keep available such number of Shares as shall
         be sufficient to satisfy the requirements of the Plan.

19.      STOCKHOLDER APPROVAL. The Plan shall be subject to approval by the
         stockholders of the Company within twelve (12) months after the date
         the Plan is adopted. Such stockholder approval shall be obtained in the
         manner and to the degree required under Applicable Laws.

20.      INFORMATION TO OPTIONEES. The Company shall provide to each Optionee
         and to each individual who acquires Shares pursuant to the Plan, not
         less frequently than annually during the period such Optionee has one
         or more Options or Stock Purchase Rights outstanding, and, in the case
         of an individual who acquires Shares pursuant to the Plan, during the
         period such individual owns such Shares, copies of annual financial
         statements. The Company shall not be required to provide such
         statements to key employees whose duties in connection with the Company
         assure their access to equivalent information.

*****
Date Plan Adopted by Board of Directors:    January 30, 2003,
Date Plan Approved by Stockholders:         January 31, 2003
Date Plan Amended by Board of Directors:    March 20, 2003
Date Plan Amended by Stockholders:  March 21, 2003


i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 14 of 21
<PAGE>

                                  I-TRACK, INC.
                                 2003 STOCK PLAN
                             STOCK OPTION AGREEMENT


Unless otherwise defined herein, the terms defined in the 2003 Stock Plan hall
have the same defined meanings in this Stock Option Agreement.

I.       NOTICE OF STOCK OPTION GRANT

         NAME:

         ADDRESS:

         You have been granted an option to purchase Common Stock of the
         Company, subject to the terms and conditions of the Plan and this
         Option Agreement, as follows:

         Grant Number:

         Date of Grant:

         Vesting Commencement Date:

         Exercise Price per Share:  $

         Total Number of Shares Granted:

         Total Exercise Price:

         Type of Option: ___Incentive Stock Option  ___Nonstatutory Stock Option

         Term/Expiration Date:

         Vesting Schedule:

         This Option shall be exercisable, in whole or in part, in accordance
         with the following schedule:

         Termination Period:

         This Option may be exercised for 30 days after Optionee ceases to be a
         Service Provider. Upon the death or Disability of the Optionee, this
         Option may be exercised for 6 months after Optionee ceases to be a
         Service Provider.  In no event shall this Option be exercised later
         than the Term/Expiration Date as provided above.


i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 15 of 21
<PAGE>

II.      AGREEMENT

         A.       Grant of Option.

                  The Plan Administrator of the Company hereby grants to the
                  Optionee named in the Notice of Grant attached as Part I of
                  this Agreement (the "Optionee") an option (the "Option") to
                  purchase the number of Shares, as set forth in the Notice of
                  Grant, at the exercise price per share set forth in the Notice
                  of Grant (the "Exercise Price"), subject to the terms and
                  conditions of the Plan, which is incorporated herein by
                  reference. Subject to Section 15(c) of the Plan, in the event
                  of a conflict between the terms and conditions of the Plan and
                  the terms and conditions of this Option Agreement, the terms
                  and conditions of the Plan shall prevail.

                  If designated in the Notice of Grant as an Incentive Stock
                  Option ("ISO"), this Option is intended to qualify as an
                  Incentive Stock Option under Section 422 of the Code. However,
                  if this Option is intended to be an Incentive Stock Option, to
                  the extent that it exceeds the $100,000 rule of Code Section
                  422(d) it shall be treated as a Nonstatutory Stock Option
                  ("NSO").

         B.       Exercise of Option.

                  (1)      Right to Exercise. This Option is exercisable during
                           its term in accordance with the Vesting Schedule set
                           out in the Notice of Grant and the applicable
                           provisions of the Plan and this Option Agreement.

                  (2)      Method of Exercise. This Option is exercisable by
                           delivery of an exercise notice, in the form attached
                           as Exhibit A (the "Exercise Notice"), which shall
                           state the election to exercise the Option, the number
                           of Shares in respect of which the Option is being
                           exercised (the "Exercised Shares"), and such other
                           representations and agreements as may be required by
                           the Company pursuant to the provisions of the Plan.
                           The Exercise Notice shall be completed by the
                           Optionee and delivered to the Company. The Exercise
                           Notice shall be accompanied by payment of the
                           aggregate Exercise Price as to all Exercised Shares.
                           This Option shall be deemed to be exercised upon
                           receipt by the Company of such fully executed
                           Exercise Notice accompanied by such aggregate
                           Exercise Price.

                           No Shares shall be issued pursuant to the exercise of
                           this Option unless such issuance and exercise
                           complies with Applicable Laws.  Assuming such
                           compliance, for income tax purposes the Exercised
                           Shares shall be considered transferred to the
                           Optionee on the date the Option is exercised with
                           respect to such Exercised Shares.


i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 16 of 21
<PAGE>


         C.       Method of Payment.

                  Payment of the aggregate Exercise Price shall be by any of the
                  following, or a combination thereof, at the election of the
                  Optionee:

                  (1)      cash; or

                  (2)      check; or

                  (3)      consideration received by the Company under a formal
                           cashless exercise program implemented by the Company
                           in connection with the Plan; or

                  (4)      surrender of other Shares which (i) in the case of
                           Shares acquired either directly or indirectly from
                           the Company, have been owned by the  optionee for
                           more than six (6) months on the date of surrender,
                           and (ii) have a Fair Market Value on the date of
                           surrender equal to the aggregate Exercise Price of
                           the Exercised Shares.

         D.       Non-Transferability of Option.

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

         E.       Term of Option.

                  This Option may be exercised only within the term set out in
                  the Notice of Grant, and may be exercised during such term
                  only in accordance with the Plan and the terms of this Option
                  Agreement.

         F.       Tax Obligations.

                  (1)      Withholding Taxes.  Optionee agrees to make
                           appropriate arrangements with the Company (or the
                           Parent or Subsidiary employing or retaining Optionee)
                           for the satisfaction of all Federal, state, local and
                           foreign income and employment tax withholding
                           requirements applicable to the Option exercise.
                           Optionee acknowledges and agrees that the Company may
                           refuse to honor the exercise and refuse to deliver
                           Shares if such withholding amounts are not delivered
                           at the time of exercise.

                  (2)      Notice of Disqualifying Disposition of ISO Shares.
                           If the Option granted to Optionee herein is an ISO,
                           and if Optionee sells or otherwise disposes of any
                           of the Shares acquired pursuant to the ISO on or
                           before the later of

i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 17 of 21
<PAGE>


                           (a) the date two years after the Date of Grant, or
                           (b) the date one year after the date of exercise, the
                           Optionee shall immediately notify the Company in
                           writing of such disposition.  Optionee agrees that
                           Optionee may be subject to income tax withholding by
                           the Company on the compensation income recognized by
                           the Optionee.

         G.       Entire Agreement; Governing Law.

                  The Plan is incorporated herein by reference. The Plan and
                  this Option Agreement constitute the entire agreement of the
                  parties with respect to the subject matter hereof and
                  supersede in their entirety all prior undertakings and
                  agreements of the Company and Optionee with respect to the
                  subject matter hereof, and may not be modified adversely to
                  the Optionee's interest except by means of a writing signed by
                  the Company and Optionee. This agreement is governed by the
                  internal substantive laws, but not the choice of law rules, of
                  Nevada.

         H.       NO GUARANTEE OF CONTINUED SERVICE.

                  OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES
                  PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY
                  CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY
                  (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN
                  OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
                  ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
                  CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
                  HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
                  CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
                  PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE
                  WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE
                  OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
                  WITH OR WITHOUT CAUSE.




i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 18 of 21
<PAGE>


By Optionee's signature and the signature of the Company's representative below,
Optionee and the Company agree that this Option is granted under and governed by
the terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.


<PAGE>



OPTIONEE:                              i-TRACK, INC.


                                       By:
--------------------------------          --------------------------------------
Signature

--------------------------------          --------------------------------------
Print Name                                Title

--------------------------------
Residence Address

--------------------------------












i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 19 of 21
<PAGE>


                                  I-TRACK, INC.
                                 2003 STOCK PLAN
                                 EXERCISE NOTICE

i-Track, Inc.
3031 Commerce Drive, Building B
Fort Gratiot, MI 48058

1.       EXERCISE OF OPTION. Effective as of today, ________________, _____, the
         undersigned ("Purchaser") hereby elects to purchase ______________
         shares (the "Shares") of the Common Stock of i-Track, Inc. (the
         "Company") under and pursuant to the 2003 Stock Plan (the "Plan") and
         the Stock Option Agreement dated, _______________________ (the "Option
         Agreement"). Subject to adjustment in accordance with Section 13 of the
         Plan, the purchase price for the Shares shall be $_____, as required by
         the Option Agreement.

2.       DELIVERY OF PAYMENT. Purchaser herewith delivers to the Company the
         full purchase price for the Shares together with any applicable
         withholding taxes.

3.       REPRESENTATIONS OF PURCHASER. Purchaser acknowledges that Purchaser has
         received, read and understood the Plan and the Option Agreement and
         agrees to abide by and be bound by their terms and conditions.

4.       RIGHTS AS SHAREHOLDER. Until the issuance (as evidenced by the
         appropriate entry on the books of the Company or of a duly authorized
         transfer agent of the Company) of the Shares, no right to vote or
         receive dividends or any other rights as a shareholder shall exist with
         respect to the Optioned Stock, notwithstanding the exercise of the
         Option. The Shares so acquired shall be issued to the Optionee as soon
         as practicable after exercise of the Option. No adjustment will be made
         for a dividend or other right for which the record date is prior to the
         date of issuance, except as provided in Section 13 of the Plan.

5.       TAX CONSULTATION. Purchaser understands that Purchaser may suffer
         adverse tax consequences as a result of Purchaser's purchase or
         disposition of the Shares. Purchaser represents that Purchaser has
         consulted with any tax consultants Purchaser deems advisable in
         connection with the purchase or disposition of the Shares and that
         Purchaser is not relying on the Company for any tax advice.

6.       ENTIRE AGREEMENT; GOVERNING LAW. The Plan and Option Agreement are
         incorporated herein by reference. This Agreement, the Plan and the
         Option Agreement constitute the entire agreement of the parties with
         respect to the subject matter hereof and supersede in their entirety
         all prior undertakings and agreements of the Company and Purchaser with
         respect to the subject matter hereof, and may not be modified adversely
         to the Purchaser's interest except by means of a writing signed by the
         Company and Purchaser. This agreement is governed by the internal
         substantive laws, but not the choice of law rules, of Nevada.

i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 20 of 21
<PAGE>



Submitted by:                             Accepted by:

PURCHASER:                                i-TRACK, INC.


                                          By
-------------------------------------       ------------------------------------
Signature

-------------------------------------     --------------------------------------
Print Name                                Its


-------------------------------------     3031 Commerce Drive, Building B
Address                                   Fort Gratiot, Michigan 48058

-------------------------------------     --------------------------------------
                                          Date Received

















i-Track, Inc. 2003 Stock Plan Stock Option Agreement - Page 21 of 21