EXHIBIT 10.1

                                QUADRACOMM, INC.

                   2001 STOCK OPTION / PERFORMANCE STOCK PLAN


     1.     PURPOSE.  The  purpose  of  this  Plan  is  to  provide  additional
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incentives  to  Employees and Consultants (as those terms are defined in Section
2)  of  QUADRACOMM,  INC.,  and  any  of  its Subsidiaries,  there-by helping to
attract and retain the best available personnel for positions of  responsibility
with  those  corporations  and  otherwise  promoting the success of the business
activities  of such corporations.  It is intended that Options issued under this
Plan  constitute  nonqualified  stock  options,  unless  otherwise  specified.

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

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

          (b)     "Award" means the grant of a Performance Share under the Plan,
     whether  singly  or  in  combination,  to  a  Participant  by the Committee
     pursuant  to  such terms, conditions, restrictions and limitations, if any,
     as  the  Committee  may  establish  by  the  Award  Agreement or otherwise.

          (c)     "Award Agreement" means a written agreement with respect to an
     Award  between  the  Employer  and  a  Participant  establishing the terms,
     conditions,  restrictions  and  limitations  applicable to an Award. To the
     extent  an  Award Agreement is inconsistent with the terms of the Plan, the
     Plan  shall  govern  the  rights  of  the  Participant  thereunder.

          (d)     "Board"  means  the  Board  of  Directors  of  the  Employer.

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

          (f)     "Common  Stock" or "Shares" means the Employer's common stock.

          (g)     "Committee"  means the Board or the Committee appointed by the
     Board  in  accordance  with  Section  4(a).

          (h)     "Continuous  Status" means  the absence of any interruption or
     termination  of  service as an Employee or Consultant; Continuous Status as
     an Employee or Consultant will not be considered interrupted in the case of
     sick  leave,  military  leave,  or  any  other  approved  leave of absence.

          (i)  "Consultant" (which includes "Advisors") means any natural person
     who  provides bona fide services to the Employer that are not in connection
     with  the offer or sale of securities in a capital-raising transaction, and
     do  not  directly  or  indirectly  promote  or  maintain  a  market for the
     Employer's  securities.

          (j)     "Employee"  means  any  person  employed  by  or serving as an
     employee,  officer  or  director  of  the Employer or any Subsidiary of the
     Employer  that  is  hereafter  organized  or  acquired  by  the  Employer.


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          (k)     "Employer"  means  QUADRACOMM,  INC.,  a Colorado corporation.

          (l)     "Nonemployee Director" has the meaning set forth in Rule 16b-3
     under  the  1934  Act.

          (m)     "Participant" means any Employee or Consultant of the Employer
     or  its  subsidiaries  selected  by  the  Committee  to  participate in the
     Performance  Stock  Plan.

          (n)     "Plan"  means  this  Stock  Option  /  Performance Stock Plan.

          (o)     "Performance  Goals"  or  "Targets"  means  the  performance
     criterion  or criteria established by the Committee, pursuant to Section 6.

          (p)     "Performance  Period"  means  that  period  established by the
     Committee  at  the  time  Performance  Shares  are  granted.

          (q)     "Performance Share" means any grant pursuant to Section 6 of a
     unit  valued by reference to a designated number of Shares, which value may
     be  paid  to  the Participant by delivery of such property as the Committee
     shall  determine,  including  cash,  Shares  or  any  combination  thereof.

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

          (s)     "Optioned  Stock" means the Common Stock subject to an Option.

          (t)     "Optionee"  means  any  person  who  receives  an  Option.

          (u)     "Plan"  means  this  2001  Stock  Option  Plan.

          (v)     "Stock  Option  Agreement"  means  a  written  agreement  with
     respect  to  an Option between the Employer and a Optionee establishing the
     terms, conditions, restrictions and limitations applicable to an Option. To
     the  extent  a Stock Option Agreement is inconsistent with the terms of the
     Plan,  the  Plan  shall  govern  the  rights  of  the  Optionee thereunder.

          (w)     "Subsidiary"  means any bank or other corporation of which not
     less than fifty percent (50%) of the voting shares are held by the Employer
     or a Subsidiary, whether or not such corporation now exists or is hereafter
     organized  or  acquired  by  the  Employer  or  a  Subsidiary.

     3.   STOCK  SUBJECT  TO  OPTIONS  AND  AWARDS.
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          (a)     Number  of Shares Reserved.  The maximum number of shares that
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     may  be  granted and sold under the Plan is ten million (10,000,000) shares
     of  Common  Stock  of  the  Employer,  subject to adjustment as provided in
     Sections  6(h) and 7(j). During the term of this Plan, the Employer will at
     all  times  reserve and keep available a sufficient number of shares of its
     Common  Stock  to  satisfy  the  requirements  of  the  Plan.


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          (b)     Expired  Options  or  Terminated  or Forfeited Awards.  If any
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     outstanding  Option expires or becomes unexercisable for any reason without
     having  been exercised in full, the shares of Common Stock allocable to the
     unexercised  portion  of  such Option will again become available for other
     Option  grants.  Common  Stock  related  to  Awards  that  are forfeited or
     otherwise  terminated,  or are settled in a manner such that all or some of
     the  Shares covered by an Award are not issued to a Participant (other than
     an  exchange  for  cash  or  other  property  of  comparable  value)  shall
     immediately  become  available  for  Awards under this Plan. If an Award is
     exchanged  for cash or other property of comparable value, the Common Stock
     related  to the Award will be deducted from the Shares available for Awards
     under  this  Plan.

     4.     ADMINISTRATION  OF  THE  PLAN.
            -----------------------------

          (a)     The  Committee.  The  Plan  is  administered  by  the  Board
                  --------------
     directly,  acting as a Committee of the whole, or if the Board elects, by a
     separate  Committee  appointed by the Board for that purpose and consisting
     of  at  least two Board members, all of whom must be Nonemployee Directors.
     All  references  in  the  Plan  to  the  "Committee"  are  to such separate
     Committee,  if any is established, or if none is then in existence, then to
     the  Board  as a whole. Once appointed, any such Committee must continue to
     serve  until  otherwise  directed by the Board. From time to time the Board
     may  increase  the  size  of  the  Committee and appoint additional members
     thereto,  remove  members  (with  or without cause), appoint new members in
     substitution  therefor,  and fill vacancies (however caused). At all times,
     the  Board  has  the  power  to  remove  all  members  of the Committee and
     thereafter  to  directly  administer  the Plan as a Committee of the whole.

          (b)     Meetings;  Reports.  The  Committee  shall  select  one of its
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     members  as  chair-man,  and  hold meetings at such times and places as the
     chairman  or  a majority of the Committee may determine. All actions of the
     Committee  must be either by (i) a majority vote of the members of the full
     Committee  at  a  meeting  of  the  Committee, or (ii) by unanimous written
     consent  of  all  members of the full Committee without a meeting. At least
     annually,  the  Committee  must  present  a  written  report  to  the Board
     indicating  the  persons  to whom Options or Awards have been granted since
     the  date  of  the  last such report, and in each case the date or dates of
     Options  or  Awards  granted, the number of shares optioned or awarded, and
     the  Option  or  Award  price  per  share.

          (c)     Powers  of  the  Committee.  Subject  to  all  provisions  and
                  --------------------------
     limitations of the Plan, the Committee has the authority and discretion to:

               (1)     Determine the persons to whom Options or Awards are to be
          granted,  the  times  of  grant,  and  the  number  of  shares  to  be
          represented  by  each  Option  or  Award;

               (2)     Determine  the  price  at  which  Shares  are  granted;

               (3)     Determine  all  other terms and conditions of each Option
          or Award under the Plan, including specifying the terms and conditions
          upon  which  Shares  become  vested;


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               (4)     Modify  or  amend  the  terms  of  any previously granted
          Option  or  Award;

               (5)     Interpret  the  Plan;

               (6)     Authorize  any  person  or persons to execute and deliver
          Option  or Award Agreements or to take any other actions deemed by the
          Committee  to  be  necessary or appropriate to effectuate the grant of
          Options  or  Awards  by  the  Committee;  and

               (7)     Make  all other determinations and take all other actions
          that  the  Committee  deems necessary or appropriate to administer the
          Plan  in  accordance  with  its  terms  and  conditions.

          (d)     Final  Authority;  Limitation  of  Liability.  The Committee's
                  --------------------------------------------
     decisions,  determinations and interpretations are final and binding on all
     persons,  including all Optionees and Participants and any other holders or
     persons  interested  in  any  Options or Awards, unless otherwise expressly
     determined  by a vote of the majority of the entire Board. No member of the
     Committee  or  of  the  Board  may  be  held  liable  for  any  action  or
     determination  made in good faith with respect to the Plan or any Option or
     Award.

          (e)     Approval  of  Grants  or  Awards  to  Committee  Composed  of
                  -------------------------------------------------------------
     Non-Employee  Directors.  Any  grant  of Options or Awards to a member of a
     -----------------------
     Committee  composed  of  Non-Employee Directors shall be approved of by the
     full  Board  of  Directors.  The  full  Board  of  Directors  shall then be
     construed  as  the  Committee  for  purposes of administering the Plan with
     respect  to  such  Options  or  Awards.

     5.     ELIGIBILITY;  LIMITATION  OF  RIGHTS.  Shares may be Awarded only to
            ------------------------------------
Employees whom the Committee, in its discretion, determines to be key Employees.
The grant of Options or Awards under the Plan is entirely discretionary with the
Committee,  and  the  adoption  of  the Plan does not confer upon any person any
right  to  receive  any  Option(s)  or  Award(s) unless and until granted by the
Committee,  in  its  sole  discretion.  Neither the adoption of the Plan nor the
grant  of  any  Options  or Awards to any person or Optionee or Participant will
confer  any  right  to continued employment, nor shall the same interfere in any
way  with  that  person's  right  or that of the Employer (or any Subsidiary) to
terminate  the  person's  employment  at  any  time.

     6.   AWARD  TERMS;  CONDITIONS.
          -------------------------

          (a)     Awards  under  the Plan consist of Performance Shares.  Awards
                  -----------------------------------------------------
of  Performance  Shares  may  provide the Participant with dividends or dividend
equivalents  and  voting  rights  immediately  upon  grant  as the Committee may
determine.  All  Awards  under  the  Plan must be (i) approved in advance by the
Committee;  and (ii) documented in a written Award Agreement in such form as the
Committee approves from time to time. All Award Agreements must comply with, and
are  subject  to  the  following  terms  and  conditions.

          (b)     Timing  of  Grants; Payment.  The Committee may grant an Award
                  ---------------------------
of  Performance  Shares  to  Employees  and  Consultants  at any time and in any


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amount.  Performance  Goals  may be established by the Committee relating to the
specific  Award.  The  Performance  Shares are convertible into Common Stock (or
cash  or  a  combination  of  Common  Stock and cash, as determined by the Award
Agreement)  and  distributed  to  Participants.  Award  payments  in  respect of
Performance  Shares  made in cash rather than the issuance of Common Stock shall
not,  by  reason  of  such  payments  in cash, result in additional Shares being
available  for  reissuance  pursuant  to  Section  3(b)  hereof.

          (c)     Adjustments.  The  Committee  shall  be  authorized  to  make
                  -----------
adjustments  in  the  method  of calculating attainment of Performance Goals, if
any,  in  recognition of: (i) extraordinary or non-recurring items; (ii) changes
in  tax  laws;  (iii)  changes  in  generally  accepted accounting principles or
changes  in  accounting  policies;  (iv)  changes  related  to  restructured  or
discontinued  operations; (v) restatement of prior period financial results; and
(vi) any other unusual, non-recurring gain or loss that is separately identified
and  quantified  in  the  Company's  financial  statements.  Notwithstanding the
foregoing,  the  Committee  may,  at its sole discretion, reduce the performance
results  upon  which  Awards  are based under the Plan, to offset any unintended
result(s)  arising  from  events not anticipated when the Performance Goals were
established,  provided,  that  such adjustment is permitted by Section 162(m) of
the  Code.

          (d)     Additional Terms And Conditions.  The Committee may, by way of
                  -------------------------------
the  Award  Agreement or otherwise, determine the manner of payment of Awards of
Performance  Shares  and other terms, conditions or restrictions, if any, on any
Award  of  Performance  Shares,  provided  they  are consistent with the Plan or
applicable  laws.

          (e)     Deferrals  and  Settlements.  The  Committee  may  require  or
                  ---------------------------
permit  Participants  to elect to defer the issuance of Shares or the settlement
of Awards in cash as set out in any Award Agreement or under such administrative
policies  as  it may establish under the Plan. It also may provide that deferred
settlements  include  the  payment  or  crediting  of  interest  on the deferral
amounts.

          (f)     Termination  of  Employment or Services.  Upon the termination
                  ---------------------------------------
of  employment  of  or  services by a Participant, any deferred or unpaid Awards
shall  be  treated  as  provided  in the specific Award Agreement evidencing the
Award,  except that the Committee may, in its discretion, eliminate or make less
restrictive  any  restrictions  contained  in an Award, waive any restriction or
other  provision of this Plan or an Award or otherwise amend or modify the Award
in  any  manner  that  is  either:  (i) not adverse to such Participant; or (ii)
consented  to  by  such  Participant.

          (g)     Nontransferability  of  Awards.  Awards granted under the Plan
                  ------------------------------
shall  not  be transferable or assignable other than: (i) by will or the laws of
descent  and  distribution;  (ii)  by gift or other transfer of an Award  to any
trust or estate in which the original Award recipient or such recipient's spouse
or  other  immediate  relative  has  a  substantial beneficial interest, or to a
spouse or other immediate relative, provided that any such transfer is permitted
subject to Rule 16b-3 issued pursuant to the Exchange Act as in effect when such
transfer  occurs  and  the  Board  does not rescind this provision prior to such
transfer;  or (iii) pursuant to a qualified domestic relations order (as defined
by the Code).  However, any Award so transferred shall continue to be subject to
all  the  terms  and  conditions  contained  in  the  Award  Agreement.

          (h)     Adjustments  upon  Changes  in Capitalization.  Subject to any
                  ---------------------------------------------
required  action  by  the  shareholders of the Employer, the number of shares of
Common  Stock  covered  by  each  outstanding  Award and the number of shares of


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Common  Stock  available for grant of additional Shares, must be proportionately
adjusted  for  any increase or decrease in the number of issued shares of Common
Stock  resulting  from  any stock split or other subdivision or consolidation of
shares,  the payment of any stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such shares of Common Stock effected
without  receipt  of  consideration  by  the  Employer;  provided, however, that
conversion  of  any convertible securities of the Employer will not be deemed to
have  been  "effected  without  receipt  of  consideration."

Any adjustments as a result of a change in the Employer's capitalization will be
made by the Committee, whose determination in that respect is final, binding and
conclusive.  Except  as  otherwise  expressly  provided in this Section 6(h), no
Participant shall have any rights by reason of any stock split or the payment of
any  stock dividend or any other increase or decrease in the number of shares of
Common  Stock.  Except as otherwise expressly provided in this Section 6(h), any
issue by the Employer of shares of stock of any class, or securities convertible
into  shares  of  stock  of  any class, shall not affect the number of shares or
price  of  Common Stock subject to any Award, and no adjustments in Awards shall
be  made  by reason thereof.  The grant of Shares under the Plan does not in any
way  affect  the  right  or  power  of  the  Employer  to  make  adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure.

          (i)     Conditions  Upon  Issuance  of Shares.  Shares of Common Stock
                  -------------------------------------
may  not  be  issued with respect to an Award under the Plan unless the issuance
and  delivery  of  such  shares  pursuant  thereto  complies with all applicable
provisions  of law, including, applicable federal and state securities laws.  As
a  condition  to  the  Award  of  Shares,  the  Employer  may require the person
receiving Shares to represent and warrant at the time of receipt that the shares
of  Common  Stock are being acquired only for investment and without any present
intention  to sell or distribute such Common Stock if, in the opinion of counsel
for  the  Employer, such a representation is required by any relevant provisions
of  law.

          (j)     Merger,  Sale  of  Assets, Etc.  In the event of the merger or
                  ------------------------------
reorganization  of  the  Employer  with or into any other corporation, or in the
event  of a proposed sale of substantially all of the assets of the Employer, or
in  the  event  of  a  proposed  dissolution  or  liquidation  of  the  Employer
(collectively,  "sale  transaction")  all  outstanding  Awards  shall  be deemed
earned.  The Committee may, in its discretion, provide that only a portion of an
Award  will vest and the Participant will have the right to receive that portion
of the common stock prior to the consummation of the liquidation or dissolution.
All  amounts  deferred pursuant to Section 6(e) and any accrued interest thereon
shall  be paid in cash within 10 days of the sale transaction before the date of
closing  of  any sale transaction or such earlier date as the Committee may fix.

          (k)     Tax  Compliance.  The  Employer,  in  its sole discretion, may
                  ---------------
take  any  actions that it reasonably believes to be required in order to comply
with  any  local,  state,  or  federal  tax  laws  relating  to the reporting or
withholding  of taxes attributable to the issuance of Shares, including, but not
limited  to:  (i)  withholding from any Participant a number of shares of Common
Stock  having a fair market value equal to the amount required to be withheld by
Employer  under  applicable  tax  laws,  and  (ii)  withholding from any form of
compensation  or  other  amount  due  a  Participant  any  amount required to be
withheld  by  Employer  under  applicable tax laws.  Withholding or reporting is
considered  required  for  purposes of this Section 6(k) if any tax deduction or
other  favorable  tax  treatment  available to Employer is conditioned upon such
reporting  or  withholding.


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          (l)     Dividends.  Upon  issuance  of Performance Shares earned under
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the  Plan, the Employer also shall pay to the Participant an amount equal to the
aggregate  amount  of dividends that the Participant would have received had the
Participant  been  the  owner of record of such earned Performance Shares during
any  Performance  Period.

     7.     OPTION  TERMS; CONDITIONS.  All Option grants under the Plan must be
            -------------------------
(i)  approved in advance by the Committee; and (ii) documented in written Option
agreements in such form as the Committee approves from time to time.  All Option
agreements  must  comply  with,  and  are  subject  to  the  following terms and
conditions:

          (a)     Number  of  Shares.  Each  Option  agreement  must  state  the
                  ------------------
     number of shares subject to Option. Any number of Options may be granted to
     a  single  eligible  person  at  any  time  and  from  time  to  time.

          (b)     Option Price.  The Option price for the shares of Common Stock
                  ------------
     to  be  issued  under the Option will be determined by the Committee at the
     time  of  grant.

          (c)     Consideration;  Manner  of  Exercise.  The  Option  price  is
                  ------------------------------------
     payable  either (i) in U.S. dollars upon exercise of the Option, or (ii) if
     approved  by  the  Board,  in  other  consideration  including,  without
     limitation,  Common  Stock  of  the  Employer, Group, or other property. An
     Option  is  deemed to be exercised when written notice of exercise has been
     given  to  the  Employer  in accordance with the terms of the Option by the
     person  entitled to exercise the Option, together with full payment for the
     shares  of  Common  Stock  subject  to  said  notice.

          (d)     Term  of Option.  Under no circumstances may an Option granted
                  ---------------
     under  the  Plan be exercisable after the expiration of ten (10) years from
     the date such Option is granted. The term of each Option must be determined
     by  the  Committee  in  its  discretion.

          (e)     Date  of Grant; Holdings Period.  The grant date of an Option,
                  -------------------------------
     for  all  purposes,  is  the  date  the  Committee  makes the determination
     granting the Option, as set forth in the Option agreement. Shares of Common
     Stock  obtained  upon  the  exercise  of  any Option may not be sold by any
     Optionee that is subject to Section 16 of the 1934 Act until six (6) months
     have  elapsed  since  the  date  of  the  Option  grant.

          (f)     Death  of  Optionee.  In the event of the death of an Optionee
                  -------------------
     who  at  the time of his or her death was an Employee or Consultant and who
     had  been  in Continuous Status as an Employee or Consultant since the date
     of grant of the Option, the Option terminates on the earlier of (i) six (6)
     months after the date of death of the Optionee, or (ii) the expiration date
     otherwise  provided in the Option 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 in-heritance or by reason of the
     death  of  the  Optionee.

          (g)     Disability  of  Optionee.  If  an  Optionee's  status  as  an
                  ------------------------
     Employee  or  Consultant is terminated at any time during the Option period
     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 or
     Consultant  at  all  times  between the date of grant of the Option and the


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     termination  of  his or her status as an Employee or Consultant, the Option
     terminates on the earlier of (i) one (1) year after the date of termination
     of  his  or her status as an Employee or Consultant, or (ii) the expiration
     date  otherwise  pro-vided  in  the  Option  agreement.

          (h)     Termination  of  Status  as  an  Employee.  Unless  otherwise
                  -----------------------------------------
     determined by the Committee or otherwise stated in an instrument evidencing
     an  Option,  if  an  Optionee's  status  as  an  Employee  or Consultant is
     terminated  at  any  time after the grant of an Option for any reason other
     than  death  or disability, as provided in Sections 6(f) and 6(g), then the
     Option  terminates  on  the date of termination of status as an Employee or
     Consultant.

          (i)     Nontransferability  of  Options.  Except  as  permitted by the
                  -------------------------------
     Committee, no Option granted under the Plan may be sold, pledged, assigned,
     hypothecated,  transferred, or disposed of in any manner other than by will
     or  by the laws of descent or distribution and may be exercised, during the
     lifetime  of  the  Optionee,  only  by  the  Optionee.

          (j)     Adjustments  Upon  Changes  in Capitalization.  Subject to any
                  ---------------------------------------------
     required  action  by the shareholders of the Employer, the number of shares
     of Common Stock covered by each outstanding Option, the number of shares of
     Common  Stock  available for grant of additional Options, and the price per
     share  of  Common  Stock  specified  in  each  outstanding  Option, must be
     proportionately  adjusted  for  any  increase  or decrease in the number of
     is-sued  shares  of  Common  Stock  resulting from any stock split or other
     subdivision  or  consolidation of shares, the payment of any stock dividend
     (but  only  on  the  Common Stock) or any other increase or decrease in the
     number  of  such  shares  of  Common  Stock  effected  without  receipt  of
     consideration  by  the  Employer; provided, however, that conversion of any
                                       --------  -------
    convertible  securities  of  the  Employer  will not be deemed to have been
     "effected  with-out  receipt  of  consideration."

          Any  adjustments  as  a  result  of  a  change  in  the  Employer's
     capitalization  will  be made by the Committee, whose determination in that
     respect  is  final,  binding  and conclusive. Except as otherwise expressly
     provided  in this Section 6(j), no Optionee shall have any rights by reason
     of  any  stock  split  or  the  payment  of any stock dividend or any other
     increase  or  decrease  in  the number of shares of Common Stock. Except as
     otherwise  expressly  provided  in  this  Section  6(j),  any  issue by the
     Employer  of  shares  of stock of any class, or securities convertible into
     shares  of  stock  of  any  class, shall not affect the number of shares or
     price of Common Stock subject to any Options, and no adjustments in Options
     shall be made by reason thereof. The grant of an Option under the Plan does
     not  in  any  way  affect  the  right  or  power  of  the  Employer to make
     adjustments,  reclassifications,  reorganizations or changes of its capital
     or  business  structure.

          (k)     Conditions  Upon  Issuance  of Shares.  Shares of Common Stock
                  -------------------------------------
     may  not  be issued with respect to an Option granted under the Plan unless
     the  exercise  of  the  Option and the issuance and delivery of such shares
     pursuant thereto complies with all applicable provisions of law, including,
     applicable  federal  and  state  securities  laws.

          As  a condition to the exercise of an Option, the Employer may require
     the  person  exercising such Option to represent and warrant at the time of
     exercise  that  the  shares  of  Common Stock are being purchased  only for
     investment  and  without  any  present intention to sell or distribute such


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     Common  Stock  if,  in  the  opinion  of  counsel  for the Employer, such a
     representation  is  required  by  any  relevant  provisions  of  law.

          (l)     Change  of Control, Merger, Sale of Assets, Etc.  In the event
                  -----------------------------------------------
     of  the  sale  or  other transfer of the outstanding shares of stock of the
     Employer in one transaction or a series of related transactions or a merger
     or reorganization of the Employer with or into any other corporation, where
     immediately  following the transaction, those persons who were shareholders
     of the Employer immediately before the transaction control less than 50% of
     the  voting  power  of  the  surviving  organization  (a "change of control
     event")  or  in  the  event  of a proposed sale of substantially all of the
     assets  of  the  Employer,  or  in  the  event of a proposed dissolution or
     liquidation  of  the  Employer  (collectively,  "sale transaction"), unless
     otherwise  determined by the Committee or otherwise stated in an instrument
     evidencing  an Option, all outstanding Options that have not been exercised
     shall be extinguished and revert to the Plan immediately before the date of
     closing  of any change of control event or sale transaction or such earlier
     date  as  the  Committee  may fix. The Employer shall notify each holder of
     outstanding  Options  at  least five (5) business days prior to the closing
     date  of a change of control event or sale transaction in writing delivered
     to  the  holder's  last  known  address.

          (m)     Substitute  Stock Options.  In connection with the acquisition
                  -------------------------
     or  proposed  acquisition  by  the  Employer  or any Subsidiary, whether by
     merger,  acquisition  of  stock  or  assets,  or  other  reorganization
     transaction,  of  a  business  any  employees  of  which  have been granted
     options,  the Committee is authorized to issue, in substitution of any such
     unexercised  stock  options,  a new Option under this Plan or any successor
     plan  (whether  created  by the Company or its acquirer) which confers upon
     the  Optionee  substantially  the  same  benefits  as  the  old  option.

          (n)     Tax  Compliance.  The  Employer,  in  its sole discretion, may
                  ---------------
     take  any  actions  that  it reasonably believes to be required in order to
     comply with any local, state, or federal tax laws relating to the reporting
     or  withholdings  of  taxes  attributable  to  the grant or exercise of any
     Option  or  the  disposition  of  any  shares  of  Common Stock issued upon
     exercise of an Option, including, but not limited to: (i) withholdings from
     any Optionee exercising an Option a number of shares of Common Stock having
     a fair market value equal to the amount required to be withheld by Employer
     under  applicable  tax  laws,  and  (ii)  withholdings  from  any  form  of
     compensation  or other amount due an Optionee or holder of shares of Common
     Stock  issued upon exercise of an Option any amount required to be withheld
     by  Employer  under  applicable  tax  laws.  Withholdings  or  reporting is
     considered  required for purposes of this Section 6(n) if any tax deduction
     or  other favorable tax treatment available to Employer is conditioned upon
     such  reporting  or  withholdings.

          (o)     Other  Provisions.  Option  agreements executed under the Plan
                  -----------------
     may  contain  such  other  provisions  as  the  Committee  deems advisable,
     provided  that  they  are not in-consistent with any of the other terms and
     conditions  of  the  Plan  or  applicable  laws.

     8.     TERM  OF THE PLAN.  The Plan is effective on the date of adoption of
            -----------------
the  Plan  by the Board.  Unless sooner terminated as provided in Section 9, the
Plan  will  terminate  on  the  tenth  (10th) anniversary of its effective date.
Options  or Awards may be granted at any time after the effective date and prior
to  the  date  of  termination  of  the  Plan.


            2001 Stock Option / Performance Stock Plan - Page 9 of 10

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     9.     AMENDMENT;  EARLY TERMINATION.  The Board may terminate or amend the
            -----------------------------
Plan  at  any  time  and  in  such  respects  as it deems advisable, although no
amendment  or termination would affect any previously-granted Options or Awards,
which  would  remain  in  full force and effect notwithstanding any amendment or
termination  of  the  Plan.  Shareholder  approval of any amendments to the Plan
must  be  obtained  whenever  required  by  applicable  law(s)  or  stock market
regulations.

     10.     INABILITY  TO  OBTAIN  AUTHORITY.  The inability of the Employer to
             --------------------------------
obtain  authority  to  issue  and sell Shares under the Plan from any regulatory
body  having  jurisdiction,  which  authority  is  considered  by the Employer's
counsel  to be necessary to the lawful issuance and sale of the Shares under the
Plan,  will  relieve  the Employer of any liability in respect of the failure to
issue  or  sell  those  Shares.

     11.     SHAREHOLDER  APPROVAL.  Approval of the Plan by the shareholders of
             ---------------------
the Employer will be sought only if and when required by applicable law or stock
market  regulations.

                                  *   *   *   *

                             CERTIFICATE OF ADOPTION

     I  certify  that  the  foregoing  Plan  was  adopted  by  the  Board  on
7/9/2001.

                                                  /s/ Ronald T. Lambrecht
                                                  ---------------------------
                                                  Ronald T. Lambrecht
                                                  Secretary
                                                  QuadraComm,  Inc.



            2001 Stock Option / Performance Stock Plan - Page 10 of 10

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