EXHIBIT 10.1

                        CARD ACTIVATION TECHNOLOGIES INC.
                                STOCK OPTION PLAN

     1.   DEFINITIONS.  For purposes of this CARD ACTIVATION TECHNOLOGIES INC.
STOCK  OPTION  PLAN,  certain  terms  used  herein  are  defined  as  follows:

          1.1     "BOARD"  shall  mean  the  Board  of  Directors of the Company
charged  with  responsibility  of administering the Plan, interpreting the Plan,
and  evaluating  the  performance  of persons performing or requested to perform
services  on  behalf  of  the Company and awarding stock options to such persons
deemed  deserving  of  receiving  additional  compensation  for  their  effort.

          1.2     "CONSULTANTS"  shall  mean  independent contractors and others
not employed by the Company who perform services to advance the interests of the
Company.

          1.3     "DIRECTORS"  shall  mean the Board of Directors of the Company
as  elected  from  time  to  time.

          1.4     "EMPLOYEES"  shall  mean persons in the employ of the Company,
its  parent  or  any  subsidiary,  as officers, department heads, administrative
personnel,  counsel,  and  other  key  employees  of  the  Company.

          1.5     "EXPIRATION  DATE" shall mean the date, specified in an Option
Agreement,  after  which the option can no longer be exercised. This date can be
no  later than ten (10) years after the option is granted. Options granted under
the  Plan can also become unexercisable by forfeiture or termination or lapse in
accordance  with  provisions  of  the  Plan  and/or  Option  Agreement.

          1.6     "INCENTIVE  STOCK  OPTION" shall mean options granted pursuant
to  this  Plan to Employees intended to qualify for tax treatment under Internal
Revenue  Code  Section  422  and  identified in the Stock Option Agreement as an
Incentive  Stock  Option.

          1.7     "NON-STATUTORY  STOCK  OPTION"  shall  mean  options  granted
pursuant  to  this  Plan  to  Employees,  Consultants  and  Directors performing
services  on  behalf of the Company and identified in the Stock Option Agreement
as  a  Non-Statutory  Stock  Option.

          1.8     "OPTION  AGREEMENT"  shall mean the agreement, which describes
and defines the terms and conditions of the option granted and condition for its
exercise,  entered into from time to time between the Company and persons chosen
by  the  Board  to  receive  Stock Options under this Plan. The Option Agreement
shall  be  in  substantially  the  form  of  Exhibit  "1"  hereto.

     2.   PURPOSE. The purpose of this CARD ACTIVATION TECHNOLOGIES INC. STOCK
OPTION  PLAN  (the  "Plan")  is  to  further  the  interests  of CARD ACTIVATION
TECHNOLOGIES INC. (hereinafter called "the Company") by providing incentives for
officers,  department  heads,  administrative  personnel, counsel, and other key
employees of the Company as well as consultants and directors of the Company who
may  be  designated  for  participation  in  the  Plan


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and  to provide additional means of attracting and retaining competent personnel
in  responsible  positions.

     3.   ADMINISTRATION.  The  Plan  shall  be  administered  by the Board of
Directors of the Company (or a Committee of the Board of Directors appointed for
that  purpose).  Subject  to  the provisions of the Plan and applicable law, the
Board  is  authorized  to interpret the Plan and to prescribe, amend and rescind
rules  and  regulations  regulating  to  the  Plan  and  to  any options granted
thereunder  and  to make all other determinations necessary or advisable for the
administration  of  the  Plan.

     4.   PARTICIPANTS AND ALLOTMENTS. The Board shall determine and designate
from time to time those Employees of the Company to whom Incentive Stock Options
are  to  be  granted,  and  those  Consultants,  Directors  of  the Company, and
Employees  of  Company to whom Non-Statutory Options are granted and who thereby
become participants in the Plan. The Board shall allot to such participants (the
"Optionees")  options to purchase shares in such amounts as the Board shall from
time  to  time  determine;  PROVIDED  that  the  aggregate  fair  market  value
(determined  as  of  the  time  the option to purchase shares is granted) of the
shares  for  which  any  Employee of the Company may first exercise an Incentive
Stock Option in any calendar year (under this Plan and all other Incentive Stock
Option plans of the Company and/or its parent and subsidiary corporations) shall
not  exceed  $100,000.  No  member  of the Board shall have any right to vote or
decide  upon  any matter relating solely to himself or a member of his immediate
family  or  solely  to any of his rights or benefits (or rights or benefits of a
member  of his immediate family) under the Plan. Participation in the Plan shall
not  confer  any right of continuation of service as an employee of the Company.

     5.   SHARES SUBJECT TO THE PLAN. Under this Plan, the Board may from time
to  time grant options to participants entitling the holders thereof to purchase
shares  of the Company's authorized and unissued Common Stock up to an aggregate
of 1,000,000 shares. Of this aggregate total, 500,000 shares shall be designated
for offers of Incentive Stock Options to Employees and 500,000 for Non-Statutory
Options  for Consultants, Directors, and Employees of the Company. if any option
granted  under  the  Plan  shall terminate or expire unexercised, in whole or in
part,  the  shares so released from option may be made the subject of additional
options  granted  under  the  Plan of the same type as the terminated or expired
option.  The  Company  shall reserve and keep available such number of shares of
stock  as will satisfy the requirements of all outstanding options granted under
the  Plan. if there is any change in the Company's shares of Common Stock, as by
stock  splits,  reverse  stock  splits, stock dividends or recapitalization, the
number  of shares available for option and the shares subject to option shall be
appropriately  adjusted  by  the  Board.

     6.   OPTION  AGREEMENT.  In  making  any determination as to Optionees to
whom  options  shall  be granted and as to the number of shares to be covered by
such  options,  the  Board  shall take into account the duties of the respective
Optionees  who  are  Employees  of  the  Company,  the  present  and  potential
contributions  of  Optionees  to  the  success  of  the  Company,  the period of
Optionee's  service  benefitted the Company, and such other factors as the Board
shall  deem  relevant  in connection with accomplishing the purpose of the Plan.
Each option, whether an Incentive Stock Option or otherwise, shall be subject to
all  terms  and provisions of this Plan and as set forth in the Option Agreement
between  the  Company  and the Optionee receiving the same. The option may be in
such form, not inconsistent with the terms of this Plan, as shall be approved by
the  Board,


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including,  but  not  limited  to,  the  following  terms  and  conditions:

          (a)     Options  granted  under  the  Plan  shall  be  exercisable for
periods  not  exceeding  ten  (10)  years  from  the  date  of the grant, unless
terminated  sooner  in  accordance  with  this  Plan  or  the  Option Agreement.

          (b)     Option  Price.  The  option  price or prices shall be the fair
market  value  of  issued  and outstanding shares of stock of the Company at the
date  the option is granted. For the purposes hereof, fair market value shall be
determined  in  good  faith  based  upon  facts  and  circumstances.

     7.   OPTION  PERIOD.  The  term  of this Plan and the period during which
options  may be granted hereunder shall be ten (10) years from the date the Plan
is  approved  by the Board or Shareholders of the Company, whichever is earlier.
No option granted pursuant to the Plan shall be exercisable after the expiration
of  ten  (10) years from the date the option is first granted. No option granted
pursuant  to the Plan to a person then owning more than ten percent (10%) of the
voting  power  of  the  Company's  voting  stock  shall be exercisable after the
expiration  of five (5) years from the date the option is first granted. For the
purposes  of  the  preceding  sentence  (a)  the Optionee shall be considered as
owning the stock owned directly or indirectly by or for himself, the stock which
the  Optionee  may  purchase  under  outstanding  options  and  the stock owned,
directly or indirectly, by or for his brothers and sisters (whether of the whole
or  half  blood), spouse, ancestors, and lineal descendants, and (b) stock owned
directly  or  indirectly, by or for a corporation, partnership, estate, or trust
shall  be  considered as being owned proportionately by or for its shareholders,
partners,  or  beneficiaries. The expiration date stated in the Option Agreement
is  hereinafter  called  the  Expiration  Date.

     8.   CONDITIONS  OF  INCENTIVE  STOCK  OPTION.  Incentive  Stock  Options
granted  pursuant  to  this  Plan  shall be subject to the following conditions:

          (a)     if the employment of the Optionee by the Company is terminated
for any reason other than his death, all unexercised options shall terminate, be
forfeited  and  shall  lapse  immediately.

          (b)     if the Optionee dies while employed by the Company then within
six  months after the date of the Optionee's death, subject to the provisions of
Sections  6(a) and 7 above and the Option Agreement, the option may be exercised
by his estate or by any person who has acquired the Optionee's right to exercise
the option by bequest or inheritance to the extent the option was exercisable as
of  the  date  of  his  death. Upon the expiration of such six-month period, all
unexercised  options  shall  terminate,  be  forfeited  and  shall  lapse.

          (c)     Except as otherwise provided in Section 8(b) above, the option
and  all  rights granted hereunder shall not be transferred by the Optionee, and
may not be assigned, pledged or hypothecated in any way and shall not be subject
to execution, attachment or similar process. Upon any attempt by the Optionee to
transfer  the  option, or to assign, pledge, hypothecate or otherwise dispose of
such  option  or  of  any  rights  granted hereunder, contrary to the provisions
hereof,  or  upon the levy of any attachment or similar process upon such option
or  such  rights,  such  option  and  such


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rights  shall immediately become null and void. The option shall be exercisable,
during  the  lifetime  of  the  Optionee,  only  by  the  Optionee.

     9.   CONDITIONS  OF  NON-STATUTORY  OPTION.  Non-Statutory  Stock Options
granted  pursuant  to  this  Plan  shall be subject to the following conditions:

          (a)     If  the Optionee terminates his employment with the company or
ceases  to  perform  services  for  the  benefit of the Company as a Director or
Consultant  performing  services  for  the Company for any reason other than his
death,  all  unexercised  options shall terminate, be forfeited, and shall lapse
immediately.

          (b)     If  the  Optionee  dies  while  employed  by  the  Company  or
performing  services  for the benefit of the Company as a Director or Consultant
then  within  six  (6) months after the date of the Optionee's death, subject to
the provisions of Sections 6(a) and 7 above and the Option Agreement, the option
may  be exercised by his estate or by any person who has acquired the Optionee's
right  to exercise the option by bequest or inheritance to the extent the option
was  exercisable  as  of  the  date  of  his  death. Upon the expiration of such
six-month  period,  all  unexercised  options shall terminate, be forfeited, and
shall  lapse.

          (c)     Except as otherwise provided in Section 9(b) above, the option
and  all  rights granted hereunder shall not be transferred by the Optionee, and
may not be assigned, pledged or hypothecated in any way and shall not be subject
to execution, attachment or similar process. Upon any attempt by the Optionee to
transfer  the  option, or to assign, pledge, hypothecate or otherwise dispose of
such  option  or  of  any  rights  granted hereunder, contrary to the provisions
hereof,  or  upon the levy of any attachment or similar process upon such option
or  such  rights,  such option and such rights shall immediately become null and
void. The option shall be exercisable, during the lifetime of the Optionee, only
by  the  Optionee.

     10.  EXERCISE  OF  OPTIONS.

          (a)     To  exercise  the  option, the Optionee or his successor shall
give  written  notice  to  the  Company's  Treasurer  at the Company's principal
office,  accompanied  by  full  payment  of  the  shares  being purchased and an
Investment  Letter  stating that the shares are purchased for investment and not
with  a  view  to  distribution  in  form  and substance as shown in Exhibit "2"
hereto.  However, this Letter shall not be required if the shares subject to the
option are registered with the Securities and Exchange Commission. If the option
is  exercised by the successor of the Optionee, following his death, proof shall
be  submitted,  satisfactory  to  the  Board,  of  the right of the successor to
exercise  the  option.

          (b)     Shares  of  stock  issued pursuant to this Plan which have not
been  registered  with  the  Securities  and  Exchange Commission shall bear the
following  legend:

     The  securities  represented  by  this stock certificate have not been
     registered  under the Securities Act of 1933 (the "Act") or applicable
     state  securities  law  (the  "State  Acts"),  and  shall not be sold,
     pledged,  hypothecated,  donated  or otherwise transferred (whether or
     not  for  consideration) by the holder except upon the issuance to the
     Corporation  of  a  favorable


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     opinion  of  its  counsel  and/or the submission to the Corporation of
     such  other  evidence  as  may  be  satisfactory  to  counsel  for the
     Corporation,  to  the  effect  that  any such transfer shall not be in
     violation  of  the  Act  and  the  State  Acts.

          (c)     The  Company  shall not be required to transfer or deliver any
certificate  or  certificates  for  shares  purchased  upon any exercise of such
option: (i) until after compliance with all then applicable requirements of law;
and  (ii)  prior to admission of such shares to listing on any stock exchange on
which the stock may then be listed. In no event shall the Company be required to
issue  fractional  shares  to  the  Optionee.

     11.  REGISTRATION.  If  the Company shall be advised by its counsel that
shares  of  stock  deliverable upon any exercise of an option are required to be
registered  under  the  Securities Act of 1933, or that the consent of any other
authority  is  required  for  the  issuance  of  same,  the  Company  may effect
registration  or  obtain  consent,  and delivery of shares by the Company may be
deferred  until  registration  is  effected  or  consent  obtained.

     12.  ISSUANCE  OF STOCK. No stock shall be issued until full payment for
such  stock  has  been  made. The Optionee shall have no rights as a shareholder
with  respect  to  optioned  shares  until  the  date of the issuance of a stock
certificate  to  him  for such shares. No adjustment shall be made for dividends
(ordinary  or  extraordinary,  whether in cash, securities or other property) or
distributions  or  other  rights  for which the record date is prior to the date
such  certificate  is  issued,  except  as provided in Sections 5 and 13 hereof.

     13.  CORPORATE  REORGANIZATION.  If  there  shall  be  any  capital
reorganization  or  consolidation  or  merger  of  the  Company  with  another
corporation  or  corporations,  or  any  sale of all or substantially all of the
Company's  properties  and  assets to any other corporation or corporations, the
Company shall take such action as may be necessary to enable Optionee to receive
upon  any  subsequent exercise of their respective options, in whole or in part,
in  lieu  of shares of common stock, securities or other assets as were issuable
or  payable  upon  such reorganization, consolidation, merger or sale in respect
of,  or  m  exchange  for  such  shares  of  common  stock.

     14.  AMENDMENTS  AND  TERMINATION.  The  Board  of  Directors may amend,
suspend,  discontinue or terminate the Plan, but no such action may, without the
consent  of  the  Optionee  alter  or  impair  his option, except as provided in
Section  11.

     This  Plan  has  been  duly  adopted  by  the  Board  of  Directors of CARD
ACTIVATION  TECHNOLOGIES  INC.  on  this  31st  day  of  October,  2006.

                                        CARD ACTIVATION TECHNOLOGIES INC.

[CORPORATE  SEAL]

                                        By: /s/ William P. Williams
                                            --------------------------------
                                                Chief  Executive  Officer

ATTEST:

/s/ William P. Williams
-----------------------------------
Corporate  Secretary


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<PAGE>
                                   EXHIBIT "1"

                        CARD ACTIVATION TECHNOLOGIES INC.
                             STOCK OPTION AGREEMENT

     THIS AGREEMENT is made this         day of                  , 20   , by and
                                 -------        -----------------    ---
between  CARD ACTVIATION TECHNOLOGIES INC. (hereinafter called the "Company"), a
Nevada  corporation,  and,  (hereinafter  called  the  "Optionee").

                                   WITNESSETH:

WHEREAS,  the  Board of Directors of the Company has adopted a Stock Option Plan
(the  "Plan");  and

WHEREAS,  the  Compensation  Board  of  the  Company  ("the Board") considers it
desirable  and  in  the  Company's  best interests that the Optionee be given an
opportunity to purchase shares of its Common Stock in furtherance of the Plan to
provide  incentive  for  the  Optionee  to
                                           -------------------------------------
or  remain  in  the  employ  of  the  Company  and to promote the success of the
Company.

NOW,  THEREFORE,  in  consideration  of  the  premises, it is agreed as follows:

     1.   Grant  of  Option.  The  Company  hereby  grants to the Optionee the
right,  privilege  and  option to purchase                            (       )
                                           --------------------------  -------
shares,  of  the  Common  Stock  of  the  Company,  at  a  purchase  price  of
                                                 Dollars ($          ) per share
------------------------------------------------           ----------
in  the manner and subject to the conditions hereinafter provided. Such purchase
price  is  not  less than the fair market value of the shares of Common Stock of
the  Company  at  the  time  this  option  is  granted. This [  ] is [  ] is not
intended  to  be  an  Incentive  Stock  Option.

     2.   Period  of  Exercise  of  Option.

          (a)     The  option  will  be  exercisable  for a period of
                                                                      ---------
(     )  years  from the date of the grant. The options granted hereunder may be
 -----
exercised  with  respect  to  no  more  than  the  following  cumulative amounts
(including  any  such  options  previously  exercised):

     Beginning  January  1,  20                             %
                               ----                   ------
     Beginning  January  1,  20                             %
                               ----                   ------
     Beginning  January  1,  20                             %
                               ----                   ------
     Beginning  January  1,  20                             %
                               ----                   ------
     Beginning  January  1,  20                             %
                               ----                   ------
     Beginning  January  1,  20                             %
                               ----                   ------

If  any Options are not exercised by the end of a period of         (    ) years
                                                           --------- ----
from  the  date  of  the  grant,  they  will  lapse.


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[__]   If  the option is intended to be an Incentive Stock Option, the Agreement
       includes  the  following:

          (b)     If the employment of the Optionee by the Company is terminated
for  any  reason  other  than  his death, all unexercised portions of the option
shall  terminate,  be  forfeited  and  shall  lapse  immediately.

          (c)     If  the  Optionee  dies  while  employed  by the Company, then
within  six  months  after  the  date  of  the  Optionee's death, subject to the
provisions  of subparagraph (a) above, the option may be exercised by his estate
or by any person who has acquired the Optionee's right to exercise the option by
bequest  or  inheritance to the extent the option was exercisable as of the date
of  his  death.  Upon  the  expiration of such six-month period, all unexercised
options  shall  terminate,  be  forfeited  and  shall  lapse.

[__]    If  the  option  is  intended  to  be  a Non-Statutory Stock Option, the
        Agreement  includes  the  following.

          (b)     If  the Optionee ceases to preform services for the benefit of
Company  as  a  Director or Consultant or terimnates employment with the Company
for  any  reason  other  than  his death, all unexercised portions of the option
shall  terminate,  be  forfeited  and  shall  lapse  immediately.

          (c)     If the Optionee dies while preforming services for the benefit
of  the  Company  as  a Director or Consultant or terminates employment with the
Company,  then within six months after the date of the Optionee's death, subject
to  the provisions of subparagraph (a) above, the option may be exercised by his
estate  or  by  any person who has acquired the Optionee's right to exercise the
option  by bequest or inheritance to the extent the option was exercisable as of
the  date  of  his  death.  Upon  the  expiration  of such six-month period, all
unexercised  options  shall  terminate,  be  forfeited  and  shall  lapse.

     3.   Method  of  Exercise.  In order to exercise the option, the Optionee
must  give  written  notice  to  the  Secretary  of the Company at its corporate
offices.  Said  notice shall be accompanied by full payment for the shares being
purchased;  an  Investment  Letter  containing the statement that the shares are
purchased for investment and not with a view to distribution, in the form of the
letter attached hereto and marked Exhibit "A". If the option is exercised by the
successor  of the Optionee following his death, proof shall also be submitted of
the  right  of  the  successor  to  exercise  the option. Shares of stock issued
pursuant  to  the  option  shall  bear  the  following  legend:

     The  securities  represented  by  this stock certificate have not been
     registered under the Securities Act of 1933 (the "Actt') or applicable
     state  securities  laws  (the  "State  Acts"),  and shall not be sold,
     pledged,  hypothecated,  donated, or otherwise transferred (whether or
     not  for  consideration) by the holder except upon the issuance to the
     Corporation of a favorable opinion of its counsel and/or submission to
     the  Corporation  of  such  other  evidence  as may be satisfactory to
     counsel  for  the  Corporation,  to  the effect that any such transfer
     shall  not  be  in  violation  of  the  Act  and  the  State  Acts.


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<PAGE>
and  shall  be  subject  to  appropriate stop transfer instructions. The Company
shall not be required to transfer or deliver any certificate or certificates for
shares  purchased  upon  any  such  exercise  of  said  option:  (a) until after
compliance  with  all  then  applicable  requirements  of  law; and (b) prior to
admission of such shares to listing on any stock exchange on which the stock may
then  be  listed.  In no event shall the Company be required to issue fractional
shares  to  the  Optionee.

     4.   Limitation  upon  Exercise.  The  option  is not transferable by the
Optionee  otherwise  than by will or the laws of descent and distribution and is
exercisable,  during  the  lifetime  of  the  Optionee,  only  by  the Optionee.

     5.   Stock  Adjustment. In the event of any change in Common Stock of the
Company  by  reason of a stock split, stock dividend, recapitalization, exchange
of  shares  or  other transaction, the number of shares remaining subject to the
option  and  the  option  price per share shall be appropriately adjusted by the
Board.

     6.   Corporation  Reorganization.  If  there  shall  be  any  capital
reorganization  or  consolidation  or  merger  of  the  Company  with  another
corporation  or  corporations,  or  any  sale  of all or substantially an of the
Company's  properties  and  assets to any other corporation or corporations, the
Company  shall  take  such  action as may be necessary to enable the Optionee to
receive  upon  any  subsequent  exercise of such option, in whole or in part, in
lieu  of  shares of Common Stock, securities or other assets as were issuable or
payable  upon  such reorganization, consolidation, merger or sale in respect of,
or  in  exchange  for  such  shares  of  Common  Stock.

     7.     Rights  of  Shareholder.  Neither  the  Optionee,  his  legal
representative,  nor  other  persons entitled to exercise the option shall be or
have  any  rights  of  a  shareholder  in  the  Company in respect of the shares
issuable  upon  exercise  of  the  option  granted  hereunder,  unless and until
certificates  representing such shares shall have been delivered pursuant to the
terms  hereof.

     8.   Stock  Reserved.  The  Company shall at all times during the term of
this  Agreement  reserve  and keep available such number of shares of its Common
Stock as will be sufficient to satisfy the terms of this Agreement and shall pay
any  original  issue  taxes  on  the  exercise  of  this  option.

     9.   Binding  Effect.  This  Agreement shall be binding upon and inure to
the  benefit  of  any  successor  or  successors  of  the  Company.


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<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  the  day  and  year  first  above  written.

                                   CARD ACTIVATION TECHNOLOGIES INC.

[CORPORATE  SEAL]

                                   By:
                                      -------------------------------------
ATTEST:                                     Chief  Executive  Officer


-------------------------
Corporate  Secretary

WITNESS:

                                   By:

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


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