EXHIBIT 10.1

                                 SEGMENTZ, INC.

                             2001 STOCK OPTION PLAN

                                   ARTICLE 1.

                     Establishment, Objectives, and Duration

         1.1 Establishment of the Plan. Segmentz, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an incentive
compensation plan to be known as 2001 Stock Option Plan (hereinafter referred to
as the "Plan"), as set forth in this document.

         Subject to the provisions of Article 12 hereof, the Plan shall become
effective as of October 29, 2001 (the "Effective Date") and shall remain in
effect as provided in Section 1.4 hereof.

         1.1 Purpose of the Plan. The purpose of this Plan is to benefit the
Company and its subsidiaries by enabling the Company to offer to certain present
and future Employees, Directors, and consultants (including sales associates)
stock based incentives in the Company, thereby giving them a stake in the growth
and prosperity of the Company and encouraging the continuance of their services
with the Company or subsidiaries.

         1.2 Duration of the Plan. The Plan shall commence on the Effective Date
and shall remain in effect, subject to the right of the Board of Directors to
amend or terminate the Plan at any time pursuant to Article 9 hereof, until all
Shares subject to it shall have been purchased or acquired according to the
Plan's provisions.

                                   ARTICLE 2.
                                   Definitions

         Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized:

         "Beneficial Owner" or "Beneficial Ownership" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.

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

         "Change of Control" of the Company shall mean:

         (a) The Company is merged or consolidated or reorganized into or with
another corporation or other legal person (an "Acquiror") and as a result of
such merger, consolidation or reorganization less than 75% of the outstanding
voting securities or other capital interests of the surviving, resulting or
acquiring corporation or other legal person are owned in the aggregate by the
stockholders of the Company, directly or indirectly, immediately prior to such
merger, consolidation or reorganization, other than by the Acquiror or any
corporation or other legal person controlling, controlled by or under common
control with the Acquiror;




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                  (b) The Company sells all or substantially all of its business
and/or assets to an Acquiror, of which less than 75% of the outstanding voting
securities or other capital interests are owned in the aggregate by the
stockholders of the Company, directly or indirectly, immediately prior to such
sale, other than by any corporation or other legal person controlling,
controlled by or under common control with the Acquiror; or

                  (c) During any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of the Company
cease for any reason to constitute at least a majority thereof unless the
election, or the nomination for election by the Company's stockholders, of each
new director of the Company was approved by a vote of at least two-thirds of
such directors of the Company then still in office who were directors of the
Company at the beginning of any such period.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation thereto.

         "Committee" means the Committee as specified in Article 3 herein
appointed by the Board to administer the Plan with respect to grants of Options.

         "Common Stock" means the common stock, par value $.001 of the Company.

         "Company" means Segmentz, Inc., a Delaware corporation, as well as any
successor to such entity as provided in Article 11 herein.

         "Director" means any individual who is a member of the Board of
Directors of the Company.

         "Disability" shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan. If no long term disability
plan is in place with respect to a Participant, then with respect to that
Participant, Disability shall mean: for the first 24 months of disability, that
the Participant is unable to perform his or her job; thereafter, that the
Participant is unable to perform any and every duty of any gainful occupation
for which the Participant is reasonably suited by training, education or
experience.

         "Effective Date" shall have the meaning ascribed to such term in
Section 1.1 hereof.

         "Employee" means any employee of the Company or any Subsidiary.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.



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         "Fair Market Value" shall (i) for purposes of setting any Option Price,
unless otherwise required by any applicable provision of the Code or any
regulations issued thereunder, or unless the Committee otherwise determines,
mean as of the date of grant of the Option, a). the average of the high and low
sales prices of the Common Stock on the applicable stock exchange (as reported
in The Wall Street Journal) on the trading date immediately preceding such date
of grant or the "book value" of such Shares (if the Company is not traded on any
stock exchange, as determined by the Company's regularly employed accountants
whose determination shall be binding or at the discretion of the Board of
directors, by an independent appraiser selected by the Board, in either case
giving due consideration to recent transactions involving such stock, if any,
the Company's net worth and book value, as determined in accordance with
generally accepted accounting procedures; and (ii) for purposes of the valuation
of any Shares delivered in payment of the Option Price upon the exercise of an
Option, for purposes of the valuation of any Shares withheld to pay taxes due in
connection with the exercise of an Option, mean the average of the high and low
sales prices of the Common Stock on the American Stock Exchange (as reported in
The Wall Street Journal) on the date of exercise (or if the date of exercise is
not a trading day, on the trading day next preceding the date of exercise).

         "Incentive Stock Option" or "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.

          "Insider" shall mean an individual who is, on the relevant date, an
officer, director or more than ten percent (10%) beneficial owner of any class
of the Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act and the
regulations promulgated thereunder.

         "Named Executive Officer" means a Participant who is one of the group
of covered employees as defined in the regulations promulgated under Code
Section 162(m), or any successor statute.

         "Nonqualified Stock Option" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.

         "Option" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.

         "Option Agreement" means writing provided by the Company to each
Participant setting forth the terms and provisions applicable to Options granted
under this Plan. The Participant's acceptance of the terms of the Option
Agreement shall be evidenced by the continued rendering by the Participant of
services on behalf of the Company or its subsidiaries without written objection
before any exercise of the Option. If the Participant objects in writing, the
grant of the Option shall be revoked.

         "Option Price" means the price at which a Share may be purchased by a
Participant pursuant to an Option.



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         "Participant" means an Employee, a Director or a consultant (including
a sales associate) who has outstanding an Option granted under the Plan.

         "Performance-Based Exception" means the exception for performance-based
compensation from the tax deductibility limitations of Code Section 162(m).

         "Retirement" means the Participant's termination of employment with the
Company or its Subsidiaries on or after the date on which the Participant
becomes eligible to receive normal or early retirement benefits under Segmentz,
Inc. 401(k) Retirement Plan, or such successor plan as may be implemented in the
future. If the Participant is not a participant in the 401(k) Retirement Plan,
then retirement may occur on or after the date the Participant has achieved the
minimum age or combination of age and service with the Company and its
Subsidiaries that would be required to receive an immediate annuity from the
401(k) Retirement Plan if he or she were a participant. Notwithstanding the
foregoing, the Committee may, in its sole discretion, determine that a
Participant has met the criteria for a Retirement termination from the Company.

         "Shares" means shares of Common Stock of the Company.

         "Subsidiary" means any corporation, partnership, joint venture,
affiliate, or other entity in which the Company is the direct or indirect
beneficial owner of not less than 20% of all issued and outstanding equity
interests.

                                   ARTICLE 3.
                                 Administration

         3.1 The Committee. The Plan shall be administered by the Stock Option
Committee of the Board, or by any other Committee appointed by the Board. If and
to the extent that no Committee exists that has the authority to administer the
Plan, the functions of the Committee shall be exercised by the full Board.
Notwithstanding the foregoing, no option shall be granted to any member of the
Committee unless such grant is approved by the unanimous vote of the Board
(which may be by written consent), and with respect to any such Options to be
granted to a member of the Committee, any reference to the Committee in this
Plan shall instead refer to the full Board.

         3.2 Authority of the Committee. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select Employees,
Directors and consultants (including sales associates) who shall participate in
the Plan; determine the sizes and types of Options; determine the terms and
conditions of Options in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered into under the Plan;
establish, amend, or waive rules and regulations for the Plan's administration;
and (subject to the provisions of Article 9 herein) amend the terms and
conditions of any outstanding Option to the extent such terms and conditions are
within the discretion of the Committee as provided in the Plan. Further, the
Committee shall make all other determinations which may be necessary or
advisable for the administration of the Plan. As permitted by law, the Committee
may delegate the authority granted to it herein.



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         3.3 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its stockholders, Employees, consultants (including sales
associates) Participants, and their estates and beneficiaries.

                                   ARTICLE 4.

         Shares Subject to the Plan and Maximum Number of Shares Subject to
Options

         4.1 Shares Available for Options. The aggregate number of Shares which
may be issued or used for reference purposes under this Plan or with respect to
which Options may be granted shall not exceed 600,000 Shares (subject to
adjustment as provided in Section 4.3), which may be either authorized and
unissued Shares or Shares held in or acquired for the treasury of the Company.
Upon:

                  (a) a cancellation, termination, expiration, forfeiture, or
lapse for any reason of any Option; or

                  (b) payment of an Option Price and/or payment of any taxes
arising upon exercise of an Option with previously acquired Shares or by
withholding Shares which otherwise would be acquired on exercise, then the
number of Shares underlying any such Option which were not issued as a result of
any of the foregoing actions shall again be available for the purposes of
Options thereafter granted under the Plan.

         4.2 Individual Participant Limitations. Unless and until the Committee
determines that an Option to a Named Executive Officer shall not be designed to
comply with the Performance-Based Exception, and subject to adjustment as
provided in Section 4.3 herein, the maximum aggregate number of Options that may
be granted in any one fiscal year to a Participant shall be 100,000 or 15% of
the remaining options available for issue at the time of issuance, whichever is
greater.

          4.3 Adjustments in Authorized Shares. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares available for Options, the
number and class of and/or price of Shares subject to outstanding Options
granted under the Plan and the number of Shares set forth in Sections 4.1 and
4.2, as may be determined to be appropriate and equitable by the Committee, in
its sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number subject to any Option shall always be a whole number.


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                                   ARTICLE 5.
                          Eligibility and Participation

         5.1 Eligibility. Persons eligible to participate in this Plan include
all officers and other employees of the Company and its Subsidiaries, Directors
and consultants (including Advisory Board Members and sales associates) of the
Company and its Subsidiaries, as determined by the Committee.

         5.2 Actual Participation. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, Directors
and consultants (including sales associates), those to whom Options shall be
granted and shall determine the terms, conditions and amount of each Option.

                                   ARTICLE 6.
                            Granting of Stock Options

         6.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to one or more Participants in such number, and upon such
terms, and at any time and from time to time as shall be determined by the
Committee. The Committee may grant Nonqualified Stock Options or Incentive Stock
Options. The Committee shall have complete discretion in determining the number
of Options granted to each Participant (subject to Article 4 herein).

         6.2 Option Agreement. Each Option grant shall be evidenced by an Option
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Option Agreement with respect to the Option also
shall specify whether the Option is intended to be an ISO within the meaning of
Code Section 422, or an NQSO whose grant is intended not to fall under the
provisions of Code Section 422.

         6.3 Option Price. The Committee shall designate the Option Price for
each grant of an Option under this Plan which Option Price shall be at least
equal to one hundred percent (100%) of the Fair Market Value of a Share on the
date the Option is granted, and which Option Price may not be subsequently
changed by the Committee except pursuant to Section 4.3 hereof or to the extent
provided in the Option Agreement.

         6.4 Duration of Options. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that unless otherwise designated by the Committee at the time
of grant, no Option shall be exercisable later than the tenth (10th) anniversary
date of its grant.

         6.5 Exercise of Options. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.

         6.6 Payment. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price upon exercise of
any Option shall be payable to the Company in full either:


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                  (a) in cash or its equivalent,

                  (b) by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the total Option
Price, or

                  (c) by a combination of (a) and (b).

         The Committee also may allow cashless exercises as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law. As soon as practicable
after receipt of a written notification of exercise and full payment, the
Company shall deliver to the Participant, in the Participant's name, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).

         In connection with the exercise of options granted under the Plan, the
Company may make loans to the Participants as the Committee, in its discretion,
may determine. Such loans shall be subject to the following terms and conditions
and such other terms and conditions as the Committee shall determine not
inconsistent with the Plan. Such loans shall bear interest at such rates as the
Committee shall determine from time to time, which rates may be below then
current market rates or may be made without interest. In no event may any such
loan exceed the Fair Market Value, at the date of exercise, of the shares
covered by the Option, or portion thereof, exercised by the Optionee. No loan
shall have an initial term exceeding two years, but any such loan may be
renewable at the discretion of the Committee. When a loan shall have been made,
Shares having a fair market value at least equal to 150 percent of the principal
amount of the loan shall be pledged by the Participant to the Company as
security for payment of the unpaid balance of the loan.

         6.7 Restrictions on Share Transferability/Restrictions Applicable Until
the Company is Subject to Federal Reporting Requirements. a) The Committee may
impose such restrictions on any Shares acquired pursuant to the exercise of an
Option granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares, and b) Notwithstanding any other provisions of this Plan, unless
and until the Company has become a reporting company with respect to any class
of its equity securities under the Securities Exchange Act of 1934, as amended:
(1) no option granted under this Plan may be exercised prior to the calendar
month in which that option is scheduled to expire by its terms (without regard
to any provisions for premature termination or cancellation); prior to that
calendar month in which that option is scheduled to expire by its terms, the
Company has the right, exercisable in it discretion, to cancel and purchase any
such option for an amount in excess, if any of the Fair Market Value of the
stock subject to that option over its exercise price on the date the Company
exercises such right.



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         6.8 Termination of Employment, Director Relationship or Consulting
Arrangement. Each Option Agreement shall set forth the extent to which the
Participant shall have the right to exercise the Option following termination of
the Participant's employment, service on the Board of Directors, or consulting
arrangement with the Company and/or its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the
Option Agreement entered into with each Participant, need not be uniform among
all Options issued pursuant to the Plan, and may reflect distinctions based on
the reasons for termination of employment, director relationship or consulting
agreement, including, but not limited to, termination of employment for cause or
good reason, or reasons relating to the breach or threatened breach of
restrictive covenants. Subject to Article 8, in the event that a Participant's
Option Agreement does not set forth such termination provisions, the following
termination provisions shall apply:

                  (a) In the event a Participant's employment, director
relationship or consulting arrangement with the Company and/or its Subsidiaries
is terminated for any reason other than death, Disability or Retirement, all
Options held by the Participant shall expire and all rights to purchase Shares
thereunder shall terminate immediately; provided, however, that notwithstanding
the foregoing, all Options to which the Participant has a vested right
immediately prior to such termination shall be exercisable for the lesser of (i)
30 days following the date of termination or (ii) the expiration date of the
Option.

                  (b) In the event a Participant's employment, director
relationship or consulting arrangement with the Company and/or its Subsidiaries
is terminated due to death or Disability, all Options shall immediately become
fully vested on the date of termination.

                  (c) Subject to Article 8, in the event of termination of the
Participant's employment, director relationship or consulting arrangement, due
to death or Disability, all Options in which the Participant has a vested right
upon termination shall be exercisable for a period of one (1) year following
such termination, or until the expiration date of the Option, whichever is
later.

                  (d) Subject to Article 8, in the event of termination of the
Participant's employment director relationship or consulting arrangement due to
Retirement, all Options in which the Participant has a vested right upon
termination shall be exercisable until the date which is (i) three years
following the date of termination or (ii) the expiration date of the Option,
whichever is earlier.

         6.9  Nontransferability of Options.

                  (a) Incentive Stock Options. No ISO granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.



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                  (b) Nonqualified Stock Options. Except as otherwise provided
in a Participant's Option Agreement, no NQSO granted under this Article 6 may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Option Agreement, all NQSOs granted to
a Participant under this Article 6 shall be exercisable during his or her
lifetime only by such Participant.

         6.10 Company's Right of First Refusal. While and so long as the stock
of the Company has not been publicly traded for at least ninety days, any stock
issued on exercise of any option granted under this Plan shall be subject to the
Company's right of first purchase. By virtue of that right, (a) such stock may
not be transferred during the optionee's lifetime to any person other than
members of the optionee's family, or a trust or partnership for the benefit of
optionee's immediate family, unless such transfer occurs within fifteen days
following the expiration of thirty days after the Company has been given a
written notice which correctly identified the prospective transferee or
transferees, the terms of the transaction and which offered the Company the
opportunity to purchase such stock at the lower of the offering price form such
third party and payable on the same terms or the Common Stock's Fair Market
Value in cash, and such offer was not accepted within thirty days after the
company's receipt of notice; and (b) upon the optionee's death, the Company
shall have the right to purchase all or some of such Common Stock at the Fair
Market Value within nine months of the date of death. This right of first
purchase shall continue to apply to any stock after the transfer during the
optionee's lifetime of that stock to a member of the optionee's immediate family
or to a family trust or partnership as aforesaid, and after any transfer of that
stock with respect to which the Company expressly waived its right of first
purchase without also waiving its right as to any subsequent transactions
thereof, but it shall not apply after a transfer of stock with respect to which
the Company was offered but did not timely exercise its right of first purchase
or more than nine months after the optionee's death. The Company may assign all
or any portion of its right of first purchase to any one or more of its
stockholders, or to a pension or retirement plan or trust for employees of the
Company, who may then exercise the right so assigned. STOCK CERTIFICATES
EVIDENCING STOCK SUBJECT TO THIS RIGHT OF FIRST PURCHASE SHALL BE APPROPRIATELY
LEGENDED TO REFLECT THAT RIGHT.

                                   ARTICLE 7.
                 Rights of Employees, Directors and Consultants

         7.1 Employment or Consulting Arrangement. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to terminate any
Participant's employment or consulting arrangement at any time, nor confer upon
any Participant any right to continue in the employ of or consulting arrangement
with the Company or any Subsidiary, nor interfere with or limit in any way the
right of the Board to remove any Participant who is a Director from service on
the Board at any time in accordance with the provisions of the Company's By-laws
and applicable law.



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         For purposes of this Plan, temporary absence from employment because of
illness, vacation, approved leaves of absence, and transfers of employment among
the Company and its Subsidiaries, shall not be considered to terminate
employment or to interrupt continuous employment. Temporary cessation of the
provision of consulting services because of illness, vacation or any other
reason approved in advance by the Company shall not be considered a termination
of the consulting arrangement or an interruption of the continuity thereof.
Conversion of a Participant's employment relationship to a consulting
arrangement or from a consulting arrangement to an employment relationship shall
not result in termination of previously granted Options.

         7.2 Participation. No Employee, Director or consultant shall have the
right to be selected to receive an Option under this Plan, or, having been so
selected, to be selected to receive a future Option.

                                   ARTICLE 8.
                                Change of Control

         Upon the occurrence of a Change of Control, unless otherwise
specifically prohibited under applicable laws, or by the rules and regulations
of any governing governmental agencies or national securities exchanges, any and
all Options granted hereunder shall become immediately exercisable, and shall
remain exercisable throughout their entire term.

                                   ARTICLE 9.
                    Amendment, Modification, and Termination

         9.1 Amendment, Modification, and Termination. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part, subject to any requirement of stockholder approval imposed by
applicable law, rule or regulation.

         9.2 Options Previously Granted. No termination, amendment, or
modification of the Plan shall adversely affect in any material way any Option
previously granted under the Plan, without the written consent of the
Participant holding such Option.

                                   ARTICLE 10.
                                   Withholding

         10.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of the Plan.

         10.2 Share Withholding. With respect to withholding required upon the
exercise of Options, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax which would be
imposed on the transaction. All such elections shall be irrevocable, made in
writing, signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.


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                                   ARTICLE 11.
                                   Successors

         All obligations of the Company under the Plan with respect to Options
granted hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect merger,
consolidation, purchase of all or substantially all of the business and/or
assets of the Company or otherwise.

                                   ARTICLE 12.
                            Shareholder Ratification

         This Plan was adopted by the Board of Directors and Shareholders on May
16, 2000.

                                   ARTICLE 13.
                               Legal Construction

         13.1 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         13.2 Severability. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

         13.3 Requirements of Law. The granting of Options and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

         13.4 Securities Law Compliance. With respect to Insiders, transactions
under this Plan are intended to comply with all applicable conditions of Rule
16b-3 or its successors under the Exchange Act. To the extent any provision of
the Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the Committee.

         13.5 Governing Law. To the extent not preempted by federal law, the
Plan, and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the State of Delaware.





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