EXHIBIT 10.2

                                QUADRACOMM, INC.
                   2001 STOCK OPTION / PERFORMANCE STOCK PLAN

                             STOCK OPTION AGREEMENT
                            (INCENTIVE STOCK OPTION)

EMPLOYEE/OPTIONEE:                <<Name>>

NUMBER  OF  SHARES:               <<TotalShares>> Shares

OPTION EXERCISE PRICE:            $  _________  per  Share

DATE  OF  GRANT:                  <<Grant  Date>>

EXERCISE  TERM:                   A Period of _____ Years from the Date of Grant

VESTING SCHEDULE:                 Percentage
                                   of Shares          Date (from Grant Date)
                                  ----------          ----
                                  ______*             __________
                                  ______*             __________
                                  ______*             __________
                                  ______*             __________

 *rounded  to  the  next  whole  number  of  Shares


          THIS  OPTION  AGREEMENT (the "AGREEMENT") is entered into effective as
of  the  _______  day  of  __________,  2001  by and between QUADRACOMM, INC., a
Colorado  corporation  (the "COMPANY"), and the individual designated above (the
"OPTIONEE").

                                    RECITALS
                                    --------

     A.     The  2001  Stock  Option  /  Performance Stock Plan (the "PLAN") was
adopted  by  the  Company  on  July  9,  2001;  and

     B.     The  Optionee  performs  valuable  services  for  the  Company,  a
Subsidiary  or  a  Parent;  and

     C.     As of the date hereof, the Board of Directors of the Company granted
the  Option  as  provided  herein;

     NOW,  THEREFORE,  the  parties  agree  to  the terms and conditions herein,
including  the  recitals.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 1

<PAGE>
1.   GRANT  OF  OPTION.
     -----------------

     1.1     Option.  An  option  to  purchase  shares  of  the Company's Common
             -------
Stock,  $0.001  par  value  per  share,  (the "SHARES") is hereby granted to the
Optionee  (the  "OPTION").

     1.2     Number  of  Shares.  The  number  of  Shares  that the Optionee can
             ------------------
purchase upon exercise of the Option and the dates which the Option can first be
exercised  are  set  forth  above.

upon 1.3     Option  Exercise  Price.  The  price  the  Optionee  must  pay  to
             -----------------------
exercise  the  Option  (the  "OPTION  EXERCISE  PRICE")  is  set  forth  above.

     1.4     Date  of  Grant.  The  date  the  Option  is  granted (the "DATE OF
             ---------------
GRANT") is set forth above.

     1.5     Type  of Option.  The Option is intended to qualify as an Incentive
             ---------------
Stock  Option  within the meaning of Section 422 of the Internal Revenue Code of
1986,  as  amended  from  time  to time, or any successor provision thereto, and
shall  be  so construed; provided, however, that nothing in this Agreement shall
be  interpreted  as a representation, guarantee or other undertaking on the part
of the Company that the Option is or will be determined to be an Incentive Stock
Option within the meaning of Section 422 of the Code.  To the extent this Option
does  not  qualify  and  is not treated as an Incentive Stock Option, it will be
treated  as  a  Nonqualified  Stock  Option.

     1.6     Construction.  This  Agreement shall be construed in accordance and
             ------------
consistent  with,  and subject to, the provisions of the Plan (the provisions of
which  are  incorporated herein by reference) and, except as otherwise expressly
set  forth  herein,  the capitalized terms used in this Agreement shall have the
same  definitions  as  set  forth  in  the  Plan.

     1.7     Condition.  The  Option  is conditioned on the Optionee's execution
             ---------
of  this Agreement.  If this Agreement is not executed by the Optionee it may be
canceled  by  the  Board.

2.   DURATION.
     --------

     The  Option  shall  be exercisable to the extent and in the manner provided
herein  during  the  EXERCISE TERM, which is set forth above; provided, however,
that  the Option may be earlier terminated as provided in the Plan or in Section
1.7  or  Section  5  hereof.

3.   VESTING.
     -------

     The Option shall vest, and may be exercised, with respect to the Shares, on
or after the dates set forth above, subject to earlier termination of the Option
as  provided  in  Section 1.7 and Section 5 hereof or in the Plan.  The right to
purchase the Shares as they become vested shall be cumulative and shall continue
during  the  Exercise  Term  unless  sooner  terminated  as  provided  herein.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 2

<PAGE>
4.   MANNER  OF  EXERCISE  AND  PAYMENT.
     ----------------------------------

     4.1     To  exercise the Option, the Optionee must deliver a completed copy
of  the  OPTION  EXERCISE  FORM,  attached  hereto  as EXHIBIT A, to the address
indicated on such Form or such other address designated by the Company from time
to  time.  The  Option  may be exercised in whole or in part with respect to the
vested  Shares;  provided, however, the Committee may establish a minimum number
of Shares (e.g., 100) for which an Option may be exercised at a particular time.
Within  thirty  (30)  days  of delivery of the Option Exercise Form, the Company
shall  deliver certificates evidencing the Shares to the Optionee, duly endorsed
for  transfer  to the Optionee, free and clear of all liens, security interests,
pledges  or other claims or charges.  Contemporaneously with the delivery of the
Option  Exercise  Form,  Optionee  shall tender the Option Exercise Price to the
Company,  by  cash,  check, wire transfer or such other method of payment (e.g.,
delivery  or  attestation  of  Shares already owned) as may be acceptable to the
Committee  pursuant  to  the  Plan.

     4.2     The  Optionee  shall  not be deemed to be the holder of, or to have
any  of  the rights of a holder with respect to any Shares subject to the Option
until  (i)  the  Option  shall have been exercised pursuant to the terms of this
Agreement  and  the  Optionee  shall  have  paid the full purchase price for the
number  of Shares in respect of which the Option was exercised, (ii) the Company
shall  have  issued  and  delivered  the  Shares  to the Optionee, and (iii) the
Optionee's  name shall have been entered as a stockholder of record on the books
of  the  Company,  whereupon  the  Optionee  shall  have  full  voting and other
ownership  rights  with  respect  to  such  Shares.

5.   TERMINATION  OF  EMPLOYMENT.
     ----------------------------

     5.1     Termination  of Employment Due to Death.  In the event of the death
             ---------------------------------------
of the Optionee, who at the time of his or her death was an Employee and who had
been  in  Continuous  Status  as  an Employee since the date of the grant of the
option,  the  Option  shall terminate on the earlier of (i) six (6) months after
the date of the Optionee's death, or (ii) the expiration date otherwise provided
in this Agreement.  Under these circumstances, the Option will be exercisable at
any  time  prior to such termination by the Optionee's estate, or by such person
or  persons  who have acquired the right to exercise the Option by bequest or by
inheritance  or  by  reason  of  the  death  of  the  Optionee..

     5.2     Termination  of  Employment  Due  to  Disability.  If  Optionee's
             ------------------------------------------------
employment  is  terminated  at  any time during the Exercise Term by reason of a
disability  (within  the  meaning  of  Section  22(e)(3) of the Code) and if the
Optionee  had  been in Continuous Status as an Employee at all times between the
date  of  grant  of the Option and termination of his status as an Employee, the
Option  terminates  on  the  earlier  of  (i)  one  (1)  year  after the date of
termination  of his status as an Employee, or (ii) the expiration date otherwise
provided  in  this  Agreement

     5.3     Termination  of Employment for Other Reasons.  If Optionee's status
             --------------------------------------------
as  an  Employee is terminated by the Optionee at any time after the grant of an
Option  for  any  reason other than death or disability, as provided in Sections


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 3

<PAGE>
5.1 and 5.2, and not for "cause" as provided below, the Option terminates on the
earlier of (i) thirty (30) days following termination of Optionee's status as an
Employee,  or (ii) the expiration date otherwise provided in this Agreement.  If
Optionee's  status  as  an  Employee is terminated for "cause" (such termination
being referred to as a "Termination for Cause") at any time by the Company after
the grant of an Option by the Company, then the Option terminates on the date of
termination  of  Optionee's status as an Employee.  For purposes of this Section
5.3, Termination for Cause shall mean a termination due to objective evidence of
any  of  the  following:  (i)  material  dishonesty  related to employment; (ii)
fraud;  (iii)  commission of a felony or a crime involving moral turpitude; (iv)
theft of Company property or intentional destruction of Company property without
good  reason  and  causing  significant damage; (v) physical attack resulting in
physical  injury  to  a  fellow  employee or other individual; (vi) unsanctioned
intoxication  at  work;  (vii) use of unlawful drugs at work; (viii) any form of
substance  abuse (including alcohol) to the extent that it significantly impairs
the performance of duties; or (ix) gross insubordination or gross dereliction of
duty.

     5.4     Employment by Subsidiary.  For purposes of this Section and Section
             ------------------------
8, employment with the Company includes employment with any Parent or Subsidiary
of  the  Company  and  service  as  a  Director  of the Company or any Parent or
Subsidiary  shall  be  considered  employment  with  the  Company.  A  change of
employment  between  the  Company  and  any  Parent  or  Subsidiary  (or between
Subsidiaries  or  between  a  Subsidiary  and  a Parent) is not a termination of
employment  under  this  Agreement.

6.   NONTRANSFERABILITY.
     ------------------

     The  Option  shall not be transferable other than by will or by the laws of
descent and distribution.  During the lifetime of the Optionee, the Option shall
be  exercisable  only  by  the  Optionee.

7.   RESTRICTIONS  ON  THE  OPTIONS;  RESTRICTIONS  ON  THE  SHARES.
     --------------------------------------------------------------

     The  Option  may  not  be  exercised  at any time unless, in the opinion of
counsel  for  the  Company, the issuance and sale of the Shares issued upon such
exercise  is  exempt  from  registration  under  the  Securities Act of 1933, as
amended,  or  any  other  applicable  federal  or  state securities law, rule or
regulation,  or  the  Shares  have  been  duly  registered under such laws.  The
Company  shall not be required to register the Shares issuable upon the exercise
of the Option under any such laws.  Unless the Shares have been registered under
all  applicable  laws,  the  Optionee  shall  represent, warrant and agree, as a
condition to the exercise of the Option, that the Shares are being purchased for
investment  only  and  without a view to any sale or distribution of such Shares
and  that  such  Shares  shall  not  be transferred or disposed of in any manner
without  registration  under  such laws, unless it is the opinion of counsel for
the  Company  that  such  a  disposition  is exempt from such registration.  The
Optionee  acknowledges  that  an appropriate legend, in such form as the Company
shall  determine,  giving  notice  of  the  foregoing  restrictions shall appear
conspicuously on all certificates evidencing the Shares issued upon the exercise
of  the  Option.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 4

<PAGE>
     The  Optionee  also  acknowledges  and  agrees that, in connection with any
public  offering  of  the  Company's  stock,  upon request of the Company or the
underwriters  managing  any  underwritten public offering of the Company's stock
and  making  such request with the approval of the Company's Board of Directors,
not to sell, make any short sale of, loan, grant any option for the purchase of,
or  otherwise  dispose of any of his Shares without the prior written consent of
the Company or such underwriters, as the case may be, from the effective date of
such  registration  for  so long as the Company or the underwriters may specify,
but  in  any  event  not  to  exceed  180  days.

8.   NO  RIGHT  TO  CONTINUED  EMPLOYMENT.
     ------------------------------------

     Nothing  in this Agreement or the Plan shall be interpreted or construed to
confer  upon the Optionee any right with respect to continuance of employment by
the  Company  or  any Parent or Subsidiary, nor shall this Agreement or the Plan
interfere  in any way with the right of the Company or a Parent or Subsidiary to
terminate  the  Optionee's  employment  at  any  time.

9.   ADJUSTMENTS  UPON  CERTAIN  EVENTS.
     ----------------------------------

     In  the  event  of  a  change in capitalization, such as a stock split, the
Committee  shall  make appropriate adjustments to the number and class of Shares
or  other  stock  or securities subject to the Option and the purchase price for
such  Shares  or other stock or securities.  The Committee's adjustment shall be
made  in accordance with the provisions of Section 7(j) of the Plan and shall be
effective  and  final,  binding  and conclusive for all purposes of the Plan and
this  Agreement.

     Subject  to  Section  7(l)  of  the  Plan,  upon  a  merger, consolidation,
separation,  reorganization or other business combination involving the Company,
the  Option  shall  be  assumed  or replaced with a substitute equivalent option
under  the  Plan  or  any  successor plan (whether created by the Company or its
acquirer).

10.   WITHHOLDINGS  OF  TAXES.
      -----------------------

     The Company shall have the right to deduct from any distribution of cash to
the  Optionee  an  amount equal to the federal, state and local income taxes and
other  amounts  as  may  be  required  by  law to be withheld (the "Withholdings
Taxes")  with  respect  to  the  Option.  If the Optionee is entitled to receive
Shares  upon  exercise  of  the  Option, the Optionee shall pay the Withholdings
Taxes  (if any) to the Company in cash prior to the issuance of such Shares.  In
satisfaction of the Withholdings Taxes, the Optionee may make a written election
(the "Tax Election"), which may be accepted or rejected in the discretion of the
Committee,  to have withheld a portion of the Shares issuable to him or her upon
exercise  of  the  Option,  having  an  aggregate Fair Market Value equal to the
Withholdings  Taxes,  provided that, if the Optionee may be subject to liability
under  Section  16(b)  of  the  Exchange  Act, the election must comply with the
requirements  applicable  to  Share  transactions  by  such  Optionees.


                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 5

<PAGE>
11.  MODIFICATION  OF  AGREEMENT.
     ---------------------------

     This  Agreement  may be modified, amended, suspended or terminated, and any
terms  or conditions may be waived, only by a written instrument executed by the
parties  hereto.

12.  SEVERABILITY.
     ------------

     Should  any  provision  of  this  Agreement be held by a court of competent
jurisdiction  to  be  unenforceable  or  invalid  for  any reason, the remaining
provisions  of  this  Agreement shall not be affected by such Holdings and shall
continue  in  full  force  in  accordance  with  their  terms.

13.  GOVERNING  LAW.
     --------------

     The  validity,  interpretation,  construction  and  performance  of  this
Agreement  shall be governed by the laws of the State of Colorado without giving
effect  to  the  conflicts  of  laws  principles  thereof.

14.  SUCCESSORS  IN  INTEREST.
     ------------------------

     This  Agreement  shall  be  binding  upon, and inure to the benefit of, the
Company  and  its successors and assigns, and upon any person acquiring, whether
by  merger,  consolidation,  reorganization,  purchase  of  stock  or assets, or
otherwise,  all or substantially all of the Company's assets and business.  This
Agreement  shall  inure  to  the  benefit  of  the  Optionee's  heirs  and legal
representatives.  All  obligations  imposed  upon  the  Optionee  and all rights
granted  to  the  Company  under  this  Agreement  shall  be  final, binding and
conclusive  upon the Optionee's heirs, executors, administrators and successors.

15.  RESOLUTION  OF  DISPUTES.
     ------------------------

     Any dispute or disagreement which may arise under, or as a result of, or in
any  way  relate  to,  the  interpretation,  construction or application of this
Agreement  shall  be  determined by the Board.  Any determination made hereunder
shall  be  final, binding and conclusive on the Optionee and the Company for all
purposes.


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                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 6

<PAGE>
     IN  WITNESS  WHEREOF, the parties have executed this Agreement effective as
of  the  date  first  above  written.

                              QUADRACOMM,  INC.

                              By:
                                     -------------------------------
                              Name:
                                     -------------------------------
                              Title:
                                     -------------------------------


     By  signing  below,  Optionee  hereby accepts the Option subject to all its
terms  and  provisions and agrees to be bound by the terms and provisions of the
Plan.  Optionee  hereby  agrees  to  accept as binding, conclusive and final all
decisions  or  interpretations  of the Board of Directors of the Company, and of
the  Committee  responsible  for  administration of the Plan, upon any questions
arising  under  the  Plan.  Optionee  authorizes  the  Company  to  withhold, in
accordance with applicable law, from any compensation payable to him or her, any
taxes  required to be withheld by federal, state or local law as a result of the
grant,  existence  or  exercise  of the Option or subsequent sale of the Shares.

                              OPTIONEE


                              Signature:
                                        -----------------------------
                              Name:     <<Name>>



                                [EXHIBIT FOLLOWS]




                                QUADRACOMM, INC.
                   2001 Stock Option / Performance Stock Plan
                        Incentive Stock Option Agreement
                                     Page 7

<PAGE>
                                    EXHIBIT A
                                    ---------

                              OPTION EXERCISE FORM
                              --------------------

     I, _____________________________, do hereby exercise the Option with a Date
of  Grant  of  ___________________,  ______ granted to me pursuant to the Option
Agreement.  The  Shares  being purchased and the Total Option Exercise Price are
set  forth  below:


Number  of  Shares:                           ________________  Shares

Option Exercise Price Per Share               x  $ ____________ per Share

Total  Option  Exercise  Price:               =  $ ____________.


The  Total  Option  Exercise  Price  is  included  with  this  Form.



---------------------------------             Date:  ___________________
          Signature




Send  or  deliver  this  Form  with  an  original  signature  to

QuadraComm,  Inc.
Attn:  [President or Chief Executive Officer]
[Address]


                                    EXHIBIT A

<PAGE>