EXHIBIT 10.5

                             2002 STOCK OPTION PLAN




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                                 2002 STOCK PLAN

                                       OF

                                 "I-TRACK", INC.

                          3031 Commerce Drive, Unit "B"
                          Fort Gratiot, Michigan 48059



SECTION 1.

ESTABLISHMENT AND PURPOSE.

The Plan is established on Feb. 19, 2002 effective Feb. 20, 2002, to offer
directors and selected employees, advisors and consultants an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, by purchasing Shares of the Company's Common Stock. The Plan
provides both for the direct award or sale of Shares and for the grant of
Options to purchase Shares. Options granted under the Plan may include
Nonstatutory Options as well as ISOs intended to qualify under section 422 of
the Code.
The Plan is intended to comply in all respects with Rule 16b-3 (or its
successor) under the Exchange Act and shall be construed accordingly.

SECTION 2.

DEFINITIONS.
     (a) "Board of Directors" shall mean the Board of Directors of the Company,
         as constituted from time to time.
     (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
     (c) "Committee" shall mean a committee of the Board of Directors, as
         described in Section 3(a).
     (d) "Company" shall mean "i-Track", Inc. (or "I-Track", Inc.), a Delaware
         corporation.
     (e) "Employee" shall mean (i) any individual who is a common-law employee
         of the Company or of a Subsidiary, (ii) an Outside Director and (iii)
         an independent contractor who performs services for the Company or a
         Subsidiary and who is not a member of the Board of Directors. Service
         as an Outside Director or independent contractor shall be considered
         employment for all purposes of the Plan, except as provided in
         Subsections (a) and (b) of Section 4.
     (f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
         amended.
     (g) "Exercise Price" shall mean the amount for which one Share may be
         purchased upon exercise of an Option, as specified by the Committee in
         the applicable Stock Option Agreement.

     (h) "Bid Price" shall mean the bid price of Stock, determined by the
         Committee as follows:


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                  (i) If Stock was traded on a stock exchange on the date in
                  question, then the Bid Price shall be equal to the bid price
                  reported for such date by the applicable
                  composite-transactions report;

                  (ii) If Stock was traded over-the-counter on the date in
                  question and was traded on the Nasdaq system or the Nasdaq
                  National Market, then the Bid Price shall be equal to the last
                  bid price quoted for such date by the Nasdaq system or the
                  Nasdaq National Market;
                  (iii) If Stock was traded over-the-counter on the date in
                  question but was not traded on the Nasdaq system or the Nasdaq
                  National Market, then the Bid Price shall be equal to the last
                  reported representative Bid Price quoted for such date by the
                  principal automated inter-dealer quotation system on which
                  Stock is quoted.
                  (iv) If none of the foregoing provisions is applicable, then
                  the Bid Price shall be determined by the Committee in good
                  faith on such basis as it deems appropriate.

         In all cases, the determination of Bid Price by the Committee shall be
         conclusive and binding on all persons.
     (i) "ISO" shall mean an employee incentive stock option described insection
         422(b) of the Code.

     (j) "Nonstatutory Option" shall mean an employee stock option not described
         in sections 422(b) or 423(b) of the Code.
     (k) "Offeree" shall mean an individual to whom the Committee has offered
         the right to acquire Shares under the Plan (other than upon exercise of
         an Option).
     (l) "Option" shall mean an ISO or Nonstatutory Option granted under the
         Plan and entitling the holder to purchase Shares.
     (m) "Optionee" shall mean an individual who holds an Option.
     (n) "Outside Director" shall mean a member of the Board of Directors who is
         not a common-law employee of the Company or of a Subsidiary.
     (o) "Committee Procedures." The Committee shall designate one of its
         members as chairman. The Committee may hold meetings at such times and
         places as it shall determine. The acts of a majority of the Committee
         members present at meetings at which a quorum exists, or acts reduced
         to or approved in writing by all Committee members, shall be valid acts
         of the Committee.
     (p) Committee Responsibilities. Subject to the provisions of the Plan, the
         Committee shall have the authority and discretion to take the following
         actions:

              (i) To interpret the Plan and to apply its provisions;
              (ii) To adopt, amend or rescind rules, procedures and forms
              relating to the Plan;
              (iii) To authorize any person to execute, on behalf of the
              Company, any instrument required to carry out the purposes of the
              Plan;
              (iv) To determine when Shares are to be awarded or offered for
              sale and when Options are to be granted under the Plan;
              (v) To select the Offerees and Optionees;
              (vi) To determine the number of Shares to be offered to each
              Offeree or to be made subject to each Option;
              (vii) To prescribe the terms and conditions of each award or sale
              of Shares, including (without limitation) the Purchase Price,
              and to specify the provisions of the Stock Purchase Agreement
              relating to such award or sale;
              (viii) To prescribe the terms and conditions of each Option,
              including (without limitation) the Exercise Price, to determine
              whether such Option is to be classified as an ISO or as a



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              Nonstatutory Option, and to specify the provisions of the Stock
              Option Agreement relating to such Option;
              (ix) To amend any outstanding Stock Purchase Agreement or Stock
              Option Agreement, subject to applicable legal restrictions and,
              to the extent such amendments adverse to the Offeree's or
              Optionee's interest, to the consent of the Offeree or Optionee who
              entered into such agreement;
              (x) To prescribe the consideration for the grant of each Option or
              other right under the Plan and to determine the sufficiency of
              such consideration; and
              (xi) To take any other actions deemed necessary or advisable
              for the administration of the Plan.

         All decisions, interpretations and other actions of the Committee shall
         be final and binding on all Offerees, all Optionees, and all persons
         deriving their rights from an Offeree or Optionee. No member of the
         Committee shall be liable for any action that he or she has taken or
         has failed to take in good faith with respect to the Plan, any Option,
         or any right to acquire Shares under the Plan.

SECTION 3.

ADMINISTRATION.
     (a) Committee Membership. The Plan shall be administered by the Committee.
         The "Committee" shall mean the full Board of Directors and/or a
         committee designated by the Board of Directors, which is authorized to
         administer the Plan under this Section. The Committee's membership
         shall enable the Plan to qualify under Rule 16b-3 with regard to the
         grant of Shares and Options under the Plan to persons who are subject
         to Section 16 of the Exchange Act. Subject to the requirements of
         applicable law, the Committee may designate persons other than members
         of the Committee to carry out its responsibilities and may prescribe
         such conditions and limitations as it may deem appropriate, except that
         the Committee may not delegate its authority with regard to the
         selection for participation of or the granting of Shares or Options
         under the Plan to persons subject to Section 16 of the Exchange Act.
     (b) Committee Procedures. The Committee shall designate one of its members
         as chairman. The Committee may hold meetings at such times and places
         as it shall determine. The acts of a majority of the Committee members
         present at meetings at which a quorum exists, or acts reduced to or
         approved in writing by all Committee members, shall be valid acts of
         the Committee.
     (c) Committee Responsibilities. Subject to the provisions of the Plan, the
         Committee shall have full authority and discretion to take the
         following actions:

              (i) To interpret the Plan and to apply its provisions;
              (ii) To adopt, amend or rescind rules, procedures and forms
              relating to the Plan;
              (iii) To authorize any person to execute, on behalf of the
              Company, any instrument required to carry out the purposes of the
              Plan;
              (iv) To determine when Shares are to be awarded or offered for
              sale and when Options are to be granted under the Plan;
              (v) To select the Offerees and Optionees;

              (vi) To determine the number of Shares to be offered to each
              Offeree or to be made subject to each Option;

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              (vii) To prescribe the terms and conditions of each award or sale
              of Shares, including (without limitation) the Purchase Price, and
              to specify the provisions of the Stock Purchase Agreement relating
              to such award or sale;
              (viii) To prescribe the terms and conditions of each Option,
              including (without limitation) the Exercise Price, to determine
              whether such Option is to be classified as an ISO or as a
              Nonstatutory Option, and to specify the provisions of the Stock
              Option Agreement relating to such Option;
              (ix) To amend any outstanding Stock Purchase Agreement or Stock
              Option Agreement, subject to applicable legal restrictions and,
              to the extent such amendments adverse to the Offeree's or
              Optionee's interest, to the consent of the Offeree or Optionee who
              entered into such agreement;
              (x) To prescribe the consideration for the grant of each Option or
              other right under the Plan and to determine the sufficiency of
              such consideration; and
              (xi) To take any other actions deemed necessary or advisable for
              the administration of the Plan.

         All decisions, interpretations and other actions of the Committee shall
         be final and binding on all Offerees, all Optionees, and all persons
         deriving their rights from an Offeree or Optionee. No member of the
         Committee shall be liable for any action that he or she has taken or
         has failed to take in good faith with respect to the Plan, any Option,
         or any right to acquire Shares under the Plan.

SECTION 4.

ELIGIBILITY.
(a)  General Rules. Only Employees (including, without limitation, independent
     contractors who are not members of the Board of Directors) shall be
     eligible for designation as Optionees or Offerees by the Committee. In
     addition, only Employees who are common-law employees of the Company or a
     Subsidiary shall be eligible for the grant of ISOs. Employees who are
     Outside Directors shall only be eligible for the grant of the Nonstatutory
     Options described in Subsection (b) below.
(b)  Outside Directors. Any other provision of the Plan notwithstanding, the
     participation of Outside Directors in the Plan shall be subject to the
     following restrictions:

         (i)Outside Directors shall receive no grants other than the
         Nonstatutory Options described in this Subsection (b).
         (ii) All Nonstatutory Options granted to an Outside Director under this
         Subsection (b) shall also become exercisable in full in the event of
         the termination of such Outside Director's service because of death,
         Total and Permanent Disability or voluntary retirement at or after age
         65.

         (iii) The Exercise Price under all Nonstatutory Options granted to an
         Outside Director under this Subsection (b) shall be equal to 100
         percent of the Bid Price of a Share on the date of grant, payable in
         one of the forms described in Subsection (a), (b), (c) or (d) of
         Section 8.
         (iv) Nonstatutory Options granted to an Outside Director under this
         Subsection (b) shall terminate on the earliest of (A) the 5th
         anniversary of the date of grant, (B) the date two months after the
         termination of such Outside Director's service for any reason other
         than death or Total and Permanent Disability or (C) the date 2 months
         after the termination of such Outside Director's service because of
         death or Total and Permanent Disability.


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     The Committee may provide that the Nonstatutory Options that otherwise
     would be granted to an Outside Director under this Subsection (b) shall
     instead be granted to an affiliate of such Outside Director. Such affiliate
     shall then be deemed to be an Outside Director for purposes of the Plan,
     provided that the service-related vesting and termination provisions
     pertaining to the Nonstatutory Options shall be applied with regard to the
     service of the Outside Director.
(c)  Attribution Rules. For purposes of Subsection (C) above, in determining
     stock ownership, an Employee shall be deemed to own the stock owned,
     directly or indirectly, by or for such Employee's brothers, sisters,
     spouse, ancestors and lineal descendants. Stock owned, directly or
     indirectly, by or for a corporation, partnership, estate or trust shall be
     deemed to be owned proportionately by or for its stockholders, partners or
     beneficiaries. Stock with respect to which such Employee holds an option
     shall not be counted.

(d)  Outstanding Stock. For purposes of Subsection (C) above, "outstanding
     stock" shall include all stock actually issued and outstanding immediately
     after the grant. "Outstanding stock" shall not include shares authorized
     for issuance under outstanding options held by the Employee or by any other
     person.

SECTION 5.

STOCK SUBJECT TO PLAN.
(a)  Basic Limitation. Shares offered under the Plan shall be authorized but
     unissued Shares or treasury Shares. The aggregate number of Shares which
     may be issued under the Plan (upon exercise of Options or other rights to
     acquire Shares) shall not exceed 15% of Shares outstanding, subject to
     adjustment pursuant to Section 9. The number of Shares which are subject to
     Options or other rights outstanding at any time under the Plan shall not
     exceed the number of Shares which then remain available for issuance under
     the Plan. The Company, during the term of the Plan, shall at all times
     reserve and keep available sufficient Shares to satisfy the requirements of
     the Plan.
(b)  Additional Shares. In the event that any outstanding Option or other right
     for any reason expires or is canceled or otherwise terminated, the Shares
     allocable to the unexercised portion of such Option or other right shall
     again be available for the purposes of the Plan. In the event that Shares
     issued under the Plan are reacquired by the Company pursuant to a
     forfeiture provision, a right of repurchase or a right of first refusal,
     such Shares shall again be available for the purposes of the Plan.


SECTION 6.

TERMS AND CONDITIONS OF AWARDS OR SALES.
(a)  Stock Purchase Agreement. Each award or sale of Shares under the Plan
     (other than upon exercise of an Option) shall be evidenced by a Stock
     Purchase Agreement between the Offeree and the Company. Such award or sale
     shall be subject to all applicable terms and conditions of the Plan and may
     be subject to any other terms and conditions which are not inconsistent
     with the Plan and which the Committee deems appropriate for inclusion in a
     Stock Purchase Agreement. The provisions of the various Stock Purchase
     Agreements entered into under the Plan need not be identical.
(b)  Duration of Offers and Nontransferability of Rights. Any right to acquire
     Shares under the Plan (other than an Option) shall automatically expire if
     not exercised by the Offeree within 30 days after the grant of such right
     was communicated to the Offeree by the Committee. Such right

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     shall not be transferable and shall be exercisable only by the Offeree to
     whom such right was granted.
(c)  Purchase Price. The Purchase Price of Shares to be offered under the Plan
     shall not be less than 85 percent of the Bid Price of such Shares. Subject
     to the preceding sentence, the Purchase Price shall be determined by the
     Committee at its sole discretion. The Purchase Price shall be payable in a
     form described in Section 8.

(d)  Withholding Taxes. As a condition to the award, sale or vesting of Shares,
     the Offeree shall make such arrangements as the Committee may require for
     the satisfaction of any federal, state, local or foreign withholding tax
     obligations that arise in connection with such Shares. The Committee may
     permit the Offeree to satisfy all or part of his or her tax obligations
     related to such Shares by having the Company withhold a portion of any
     Shares that otherwise would be issued to him or her or by surrendering any
     Shares that previously were acquired by him or her. The Shares withheld or
     surrendered shall be valued at their Bid Price on the date when taxes
     otherwise would be withheld in cash. The payment of taxes by assigning
     Shares to the Company, if permitted by the Committee, shall be subject to
     such restrictions as the Committee may impose, including any restrictions
     required by rules of the Securities and Exchange Commission.
(e)  Restrictions on Transfer of Shares. Any Shares awarded or sold under the
     Plan shall be subject to such special forfeiture conditions, rights of
     repurchase, rights of first refusal and other transfer restrictions as the
     Committee may determine. Such restrictions shall be set forth in the
     applicable Stock Purchase Agreement and shall apply in addition to any
     general restrictions that may apply to all holders of Shares.

SECTION 7.

TERMS AND CONDITIONS OF OPTIONS.
(a)  Stock Option Agreement. Each grant of an Option under the Plan shall be
     evidenced by a Stock Option Agreement between the Optionee and the Company.
     Such Option shall be subject to all applicable terms and conditions of the
     Plan and may be subject to any other terms and conditions which are not
     inconsistent with the Plan and which the Committee deems appropriate for
     inclusion in a Stock Option Agreement. The provisions of the various Stock
     Option Agreements entered into under the Plan need not be identical.
(b)  Number of Shares. Each Stock Option Agreement shall specify the number of
     Shares that are subject to the Option and shall provide for the adjustment
     of such number in accordance with Section 9. Options granted to any
     Optionee in a single calendar year shall in no event cover more than 5% of
     the outstanding Shares, subject to adjustment in accordance with Section 9.
     The Stock Option Agreement shall also specify whether the Option is an ISO
     or a Nonstatutory Option.
(c)  Exercise Price. Each Stock Option Agreement shall specify the Exercise
     Price. The Exercise Price of an ISO shall not be less than 100 percent of
     the Bid Price of a Share on the date of grant, except as otherwise provided
     in Section 4(C). The Exercise Price of a Nonstatutory Option shall not be
     less than 85 percent of the Bid Price of a Share on the date of grant.
     Subject to the preceding two sentences, the Exercise Price under any Option
     shall be determined by the Committee at its sole discretion. The Exercise
     Price shall be payable in a form described in Section 8.
(d)  Withholding Taxes. As a condition to the exercise of an Option, the
     Optionee shall make such arrangements as the Committee may require for the
     satisfaction of any federal, state, local or foreign withholding tax
     obligations that arise in connection with such exercise. The Optionee shall
     also make such arrangements as the Committee may require for the
     satisfaction of any federal, state, local or foreign withholding tax
     obligations that may arise in connection with the


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     disposition of Shares acquired by exercising an Option. The Committee may
     permit the Optionee to satisfy all or part of his or her tax obligations
     related to the Option by having the Company withhold a portion of any
     Shares that otherwise would be issued to him or her or by surrendering any
     Shares that previously were acquired by him or her. Such Shares shall be
     valued at their Bid Price on the date when taxes otherwise would be
     withheld in cash. The payment of taxes by assigning Shares to the Company,
     if permitted by the Committee, shall be subject to such restrictions as the
     Committee may impose, including any restrictions required by rules of the
     Securities and Exchange Commission.
(e)  Exercisability and Term. Each Stock Option Agreement shall specify the date
     when all or any installment of the Option is to become exercisable. The
     vesting of any Option shall be determined by the Committee at its sole
     discretion. A Stock Option Agreement may provide for accelerated
     exercisability in the event of the Optionee's death, total and Permanent
     Disability or retirement or other events. The Stock Option Agreement shall
     also specify the term of the Option. The term shall not exceed 5 years from
     the date of grant, except as otherwise provided in Section 4(C). Subject to
     the preceding sentence, the Committee at its sole discretion shall
     determine when an Option is to expire.
(f)  Nontransferability. During an Optionee's lifetime, such Optionee's
     Option(s) shall be exercisable only by him or her and shall not be
     transferable, unless permitted by the Stock Option Agreement. In the event
     of an Optionee's death, such Optionee's Option(s) shall not be transferable
     other than by will, by a beneficiary designation executed by the Optionee
     and delivered to the Company, or by the laws of descent and distribution.
(g)  Termination of Service (Except by Death). If an Optionee's Service
     terminates for any reason other than the Optionee's death, then such
     Optionee's Option(s) shall expire on the earliest of the following
     occasions:

         (i) The expiration date determined pursuant to Subsection (e) above;
         (ii) The date 30 days after the termination of the Optionee's Service
         for any reason other than Total and Permanent Disability; or
         (iii) The date 90 days after the termination of the Optionee's Service
         by reason of Total and Permanent Disability.
         (iv) Immediately if the Optionee terminates his employment voluntarily.

     The Optionee may exercise all or part of his or her Option(s) at any time
     before the expiration of such Option(s) under the preceding sentence, but
     only to the extent that such Option(s) had become exercisable before the
     Optionee's Service terminated or became exercisable as a result of the
     termination. The balance of such Option(s) shall lapse when the Optionee's
     Service terminates. In the event that the Optionee dies after the
     termination of the Optionee's Service but before the expiration of the
     Optionee's Option(s), all or part of such Option(s) may be exercised (prior
     to expiration) by his or her designated beneficiary (if applicable), by the
     executors or administrators of the Optionee's estate or by any person who
     has acquired such Option(s) directly from the Optionee by bequest or
     inheritance, but only to the extent that such Option(s) had become
     exercisable before the Optionee's Service terminated or became exercisable
     as a result of the termination.
(h)  Leaves of Absence. For purposes of Subsection (g) above, Service shall be
     deemed to continue while the Optionee is on military leave, sick leave or
     other bona fide leave of absence (as determined by the Committee). The
     foregoing notwithstanding, in the case of an ISO granted under the Plan,
     Service shall not be deemed to continue beyond the first 30 days of such
     leave, unless the Optionee's reemployment rights are guaranteed by statute
     or by contract.
(i)  Death of Optionee. If an Optionee dies while he or she is in Service, then
     such Optionee's Option(s) shall expire on the earlier of the following
     dates:
         (i)The expiration date determined pursuant to Subsection (e) above; or
         (ii) The date six months after the Optionee's death.

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     All or part of the Optionee's Option(s) may be exercised at any time before
     the expiration of such Option(s) under the preceding sentence by his or her
     designated beneficiary (if applicable), by the executors or administrators
     of the Optionee's estate or by any person who has acquired such Option(s)
     directly from the Optionee by bequest or inheritance, but only to the
     extent that such Option(s) had become exercisable before the Optionee's
     death or became exercisable as a result of the Optionee's death. The
     balance of such Option(s) shall lapse when the Optionee dies.
(j)  No Rights as a Stockholder. An Optionee, or a transferee of an Optionee,
     shall have no rights as a stockholder with respect to any Shares covered by
     his or her Option until the date of the issuance of a stock certificate for
     such Shares. No adjustments shall be made, except as provided in Section 9.
(k)  Modification, Extension and Renewal of Options. Within the limitations of
     the Plan, the Committee may modify, extend or renew outstanding Options or
     may accept the cancellation of outstanding Options (to the extent not
     previously exercised) in return for the grant of new Options at the same or
     a different price. The foregoing notwithstanding, no modification of an
     Option shall, without the consent of the Optionee, impair such Optionee's
     rights or increase his or her obligations under such Option.
(l)  Restrictions on Transfer of Shares. Any Shares issued upon exercise of an
     Option shall be subject to such special forfeiture conditions, rights of
     repurchase, rights of first refusal and other transfer restrictions as the
     Committee may determine. Such restrictions shall be set forth in the
     applicable Stock Option Agreement and shall apply in addition to any
     general restrictions that may apply to all holders of Shares.


SECTION 8.

PAYMENT FOR SHARES.
(a)  General Rule. The entire Purchase Price or Exercise Price of Shares issued
     under the Plan shall be payable in lawful money of the United States of
     America at the time when such Shares are purchased, except as follows:

         (i) In the case of Shares sold under the terms of a Stock Purchase
         Agreement subject to the Plan, payment shall be made only pursuant to
         the express provisions of such Stock Purchase Agreement. However, the
         Committee (at its sole discretion) may specify in the Stock Purchase
         Agreement that payment may be made in one or all of the forms described
         in Subsections (e),(f)and (g) below.

         (ii) In the case of an ISO granted under the Plan, payment shall be
         made only pursuant to the express provisions of the applicable Stock
         Option Agreement. However, the Committee (at its sole discretion) may
         specify in the Stock Option Agreement that payment may be made pursuant
         to Subsections (b), (c), (d), (f) or (g) below. (iii) In the case of a
         Nonstatutory Option granted under the Plan, the Committee (at its sole
         discretion) may accept payment pursuant to Subsections (b), (c), (d),
         (f) or (g) below.

(b)  Surrender of Stock. To the extent that this Subsection (b) is applicable,
     payment may be made all or in part with Shares which have already been
     owned by the Optionee or his or her representative for more than 12 months
     and which are surrendered to the Company in good form for transfer. Such
     Shares shall be valued at their Bid Price on the date when the new Shares
     are purchased under the Plan.


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(c)  Exercise/Sale. To the extent that this Subsection (C) is applicable,
     payment may be made by the delivery (on a form prescribed by the Company)
     of an irrevocable direction to a securities broker approved by the Company
     to sell Shares and to deliver all or part of the sales proceeds to the
     Company in payment of all or part of the Exercise Price and any withholding
     taxes.
(d)  Exercise/Pledge. To the extent that this Subsection (d) is applicable,
     payment may be made by the delivery (on a form prescribed by the Company)
     of an irrevocable direction to pledge Shares to a securities broker or
     lender approved by the Company, as security for a loan, and to deliver all
     or part of the loan proceeds to the Company in payment of all or part of
     the Exercise Price and any withholding taxes.
(e)  Services Rendered. To the extent that this Subsection (e) is applicable,
     Shares may be awarded under the Plan in consideration of servicesrendered
     to the Company or a Subsidiary prior to the award. If Shares are awarded
     without the payment of a Purchase Price in cash, the Committee shall make a
     determination (at the time of the award) of the value of the services
     rendered by the Offeree and the sufficiency of the consideration to meet
     the requirements of Section 6(C).
(f)  Promissory Note. To the extent that this Subsection (f) is applicable, a
     portion of the Purchase Price or Exercise Price, as the case may be, of
     Shares issued under the Plan may be payable by a full-recourse promissory
     note, provided that (i) the par value of such Shares must be paid in lawful
     money of the United States of America at the time when such Shares are
     purchased, (ii) the Shares are security for payment of the principal amount
     of the promissory note and interest thereon and (iii) the interest rate
     payable under the terms of the promissory note shall be no less than the
     minimum rate (if any) required to avoid the imputation of additional
     interest under the Code. Subject to the foregoing, the Committee (at its
     sole discretion) shall specify the term, interest rate, amortization
     requirements (if any) and other provisions of such note.
(g)  Other Forms of Payment. To the extent that this Subsection (g) is
     applicable, payment may be made in any other form approved by the
     Committee, consistent with applicable laws, regulations and rules.


SECTION 9.

ADJUSTMENT OF SHARES.
(a)  General. In the event of a subdivision of the outstanding Stock, a
     declaration of a dividend payable in Shares, a declaration of a dividend
     payable in a form other than Shares in an amount that has a material effect
     on the value of Shares, a combination or consolidation of the outstanding
     Stock (by reclassification or otherwise) into a lesser number of Shares, a
     recapitalization, a spinoff or a similar occurrence, the Committee shall
     make appropriate adjustments in one or more of (i) the number of Shares
     available for future grants under Section 5, (ii) the number of
     Nonstatutory Options to be granted to Outside Directors under Section 4(b),
     (iii) the number of Shares covered by each outstanding Option or (iv) the
     Exercise Price under each outstanding Option.
(b)  Reorganizations. In the event that the Company is a party to a merger or
     other reorganization, outstanding Options shall be subject to the agreement
     of merger or reorganization. Such agreement may provide, without
     limitation, for the assumption of outstanding Options by the surviving
     corporation or its parent, for their continuation by the Company (if the
     Company is a surviving corporation), for payment of a cash settlement equal
     to the difference between the amount to be paid for one Share under such
     agreement and the Exercise Price, or for the acceleration of their
     exercisability followed by the cancellation of Options not exercised, in
     all cases without the Optionees' consent. Any cancellation shall not occur
     until after such acceleration is effective and Optionees have been notified
     of such acceleration. In the case of Options that have been outstanding for
     less than 12 months, a cancellation need not be preceded by an
     acceleration.




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(c)  Reservation of Rights. Except as provided in this Section 9, an Optionee or
     Offeree shall have no rights by reason of any subdivision or consolidation
     of shares of stock of any class, the payment of any dividend or any other
     increase or decrease in the number of shares of stock of any class. Any
     issue by the Company of shares of stock of any class, or securities
     convertible into shares of stock of any class, shall not affect, and no
     adjustment by reason thereof shall be made with respect to, the number or
     Exercise Price of Shares subject to an Option. The grant of an Option
     pursuant to the Plan shall not affect in any way the right or power of the
     Company to make adjustments, reclassifications, reorganizations or changes
     of its capital or business structure, to merge or consolidate or to
     dissolve, liquidate, sell or transfer all or any part of its business or
     assets.

SECTION 10.

SECURITIES LAWS.
Shares shall not be issued under the Plan unless the issuance and delivery of
such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933,as amended, the
rules and regulations promulgated there under, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

SECTION 11.

NO RETENTION RIGHTS.
Neither the Plan nor any Option shall be deemed to give any individual a right
to remain an employee, consultant or director of the Company or a Subsidiary.
The Company and its Subsidiaries reserve the right to terminate the service of
any employee, consultant or director at any time, with or without cause, subject
to applicable laws, the Company's certificate of incorporation and by-laws and a
written employment agreement (if any).

SECTION 12.

DURATION AND AMENDMENTS.
(a)  Term of the Plan. The Plan, as set forth herein, shall become effective as
     of Feb. 19, 2002. The Plan shall terminate automatically 5 years after its
     initial adoption by the Board of Directors on Feb. 19, 2007, and may be
     terminated on any earlier date pursuant to Subsection (b) below.
(b)  Right to Amend or Terminate the Plan. The Board of Directors may, subject
     to applicable law, amend, suspend or terminate the Plan at any time and for
     any reason. An amendment to the Plan shall require stockholder approval
     only to the extent required by applicable law.
(c)  Effect of Amendment or Termination. No Shares shall be issued or sold under
     the Plan after the termination thereof, except upon exercise of an Option
     granted prior to such termination. The termination of the Plan, or any
     amendment thereof, shall not affect any Share previously issued or any
     Option previously granted under the Plan.


<PAGE>




SECTION 13.

EXECUTION.
To record the adoption of the Plan by the Board of Directors on Feb. 19, 2002,
the Company has caused its authorized officer to execute the same.
"I-TRACK", INC.

ON BEHALF OF THE BOARD OF DIRECTORS:





------------------------    -----------------------      -----------------------
per: "I-Track, Inc.         per: "I-Track", Inc.         per: "I-Track", Inc.
Director                    Director                     Director

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