Exhibit 10.2


    AMENDED
      STOCK OPTION PLAN OF

    LANGUAGE
      ACCESS NETWORK, INC. 

    A
      Nevada Corporation

    


    


    1.
      Purpose
      of the Plan

    


    The
      purpose of this Plan is to strengthen Language Access Network, inc. (hereinafter
      the “Company”) by providing incentive stock options as a means to attract,
      retain and motivate key corporate personnel, through ownership of stock of
      the
      Company, and to attract individuals of outstanding ability to render services
      to
      and enter the employment of the Company or its subsidiaries.

    


    2.
      Types of Stock Options

    


    There
      shall be two types of Stock Options (referred to herein as “Options” without
      distinction between such different types) that may b e granted under this Plan:
      (1) Options intended to qualify as Incentive Stock Options under Section 422
      of
      the Internal Revenue code (“Qualified Stock Options”), and (2) Options not
      specifically authorized or qualified for favorable income tax treatment under
      the Internal Revenue Code (“Non-Qualified Stock Options”).

    


    3.
      Definitions

    


    The
      following definitions are applicable to the Plan:

    


    (a)
      Board.
      The
      Board of Directors of the Company.

    


    (b)
      Code.
      The
      Internal Revenue Code of 1986, as amended from time to time.

    


    (c)
      Common
      Stock.
      The
      shares of Common Stock of the Company.

    


    (d)
      Company.
      Language Access Network, Inc., a Nevada corporation.

    


    (e)
      Consultant.
      An
      individual or entity that renders professional services to the Company as an
      independent
      contractor and is not an employee or under the direct supervision and control
      of
      the Company.

    


    (f)
      Disabled
      or Disability.
      For the
      purposes of Section 7, a disability of the type defined in Section 22(e)(3)
      of the Code. The determination of whether an individual is Disabled or has
      a
      Disability is determined under procedures established by the Plan Administrator
      for purposes of the Plan.

    


    (g)
      Fair
      Market Value.
      For
      purposes of the Plan, the ‘fair market value” per share of Common Stock
      of
      the Company at any date shall be: (a) if the Common Stock is listed on an
      established stock exchange or exchanges or the NASDAQ National Market, the
      closing price per share on the last trading day immediately preceding such
      date
      on the principal exchange on which it is traded or as reported by NASDAQ; or
      (b)
      if the Common Stock is not then listed on an exchange or the NASDAQ national
      market, but is quoted on the NASDAQ Small Cap Market, the NASDAQ 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    electronic
      bulletin board or the National Quotation Bureau pink sheets, the average of
      the
      closing bid and asked prices per share for the Common Stock as quoted by NASDAQ
      or the National Quotation Bureau, as the case may be, on the last trading day
      immediately preceding such date; or (c) if the Common Stock is not then listed
      on an exchange or the NASDAQ National Market, or quoted by NASDAQ or the
      National Quotation Bureau, an amount determined in good faith by the Plan
      Administrator.

    


    (h)
      Incentive
      Stock Option.
      Any
      Stock Option intended to be and designated as an “incentive stock
      option” within the meaning of Section 422 of the Code.

    


    (i)
      Non-Qualified
      Stock Option.
      Any
      Stock Option that is not an Incentive Stock Option.

    


    (j)
      Optionee.
      The
      recipient of a Stock Option.

    


    (k)
      Plan
      Administrator.
      The
      board or the Committee designated by the Board pursuant to Section 4
to
      administer and interpret the terms of the Plan.

    


    (l)
      Stock
      Option.
      Any
      option to purchase shares of Common Stock granted pursuant to Section
      7.

    


    4.
      Administration of the Plan

    


    This
      Plan
      shall be administered by a “Compensation Committee” or “Plan Administrator”
composed of members selected by, and serving at the pleasure of, the Board
      of
      Directors. Subject to the provisions of the Plan, the Plan Administrator shall
      have authority to construe and interpret the Plan, to promulgate, amend, and
      rescind rules and regulations relating to its administration, to select, from
      time to time, among the eligible employees and non-employee consultants (as
      determined pursuant to Section 5) of the Company and its subsidiaries those
      employees and consultants to whom Stock Options will be granted, to determine
      the duration and manner of the grant of the Options, to determine the exercise
      price, the number of shares and other terms covered by the Stock Options, to
      determine the duration and purpose of leaves of absence which may be granted
      to
      Stock Option holders without constituting termination of their employment for
      purposes of the Plan, and to make all of the determinations necessary or
      advisable for administration of the Plan. The interpretation and construction
      by
      the Plan Administrator of any provision of the Plan, or of any agreement issued
      and executed under the Plan, shall be final and binding upon all parties. No
      member of the committee or Board shall be liable for any action or determination
      undertaken or made in good faith with respect to the Plan or any agreement
      executed pursuant to the Plan.

    


    All
      of
      the members of the committee shall be persons who, in the opinion of counsel
      to
      the Company, are outside directors and “non-employee directors” within the
      meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange
      Commission. From time to time, the Board may increase or decrease the size
      of
      the Committee, and add additional members to, or remove members from, the
      Committee. The Committee shall act pursuant to a majority vote, or the written
      consent of a majority of its members, and minutes shall be kept of all of its
      meetings and copies thereof shall be provided to the Board. Subject to the
      provisions of the Plan and the directions of the Board, the Committee may
      establish and follow such rules and regulations for the conduct of its business
      as it may deem advisable.

    


    
      
        
        

      

      
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    At
      the
      option of the Board, the entire Board of Directors of the Company may act as
      the
      Plan Administrator during such periods of time as all members of the Board
      are
“outside directors” as defined in Prop. Treas. Regs. §1.162-27(e)(3), except
      that this requirement shall not apply during any period of time prior to the
      date the Company’s Common Stock becomes registered pursuant to Section 12 of the
      Securities and Exchange Act of 1934, as amended.

    


    5.
      Grant of Options

    


    The
      Company is hereby authorized to grant Incentive Stock Options as defined in
      Section 422 of the Code to any employee or director (including any officer
      or
      director who is an employee) of the Company, or of any of its subsidiaries;
      provided, however, that no person who owns stock possessing more than 10% of
      the
      total combined voting power of all classes of stock of the Company, or any
      of
      its parent or subsidiary corporations, shall be eligible to receive an Incentive
      Stock Option under the Plan unless at the time such Incentive Stock Option
      is
      granted the Option price is at least 110% of the fair market value of the shares
      subject to the Option, and such Option by its terms is not exercisable after
      the
      expiration of five years from the date such Option is granted.

    


    An
      employee may receive more than one Option under the Plan. Non-Employee Directors
      shall be eligible to receive Non-Qualified Stock Options at the discretion
      of
      the Plan Administrator. In addition, Non-Qualified Stock Options may be granted
      to Consultants who are selected by the Plan Administrator.

    


    6.
      Stock Subject to Plan

    


    The
      stock
      available for grant of Options under the Plan shall be shares of the Company’s
      authorized but un-issued, or reacquired, Common Stock. The aggregate number
      of
      shares that may be issued pursuant to exercise of Options granted under the
      Plan, as amended, shall not exceed 2,500,000 shares of Common Stock (subject
      to
      adjustment as provided herein), including shares previously issued under the
      Plan. The maximum number of shares for which an Option may be granted to any
      Optionee during any calendar year shall not exceed 500,000 shares. In the event
      that any outstanding Option under the Plan for any reason expires or is
      terminated, the shares of Common Stock allocable to the unexercised portion
      of
      the Option shall again be available for Options under the Plan as if no Option
      had been granted with regard to such shares. 

    


    7.
      Terms and Conditions of Options

    


    Options
      granted under the Plan shall be evidenced by agreements (which need not be
      identical) in such form and containing such provisions that are consistent
      with
      the Plan as the Plan Administrator shall from time to time approve. Such
      agreements may incorporate all or any of the terms hereof by reference and
      shall
      comply with and be subject to the following terms and conditions:

    


    (a)
      Number
      of Shares.
      Each
      Option agreement shall specify the number of shares subject to the Option.

    


    (b)
      Option
      Price.
      The
      purchase price for the shares subject to any Option shall be determined by
      the


     

    
      
        
        

      

      
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    Plan
      Administrator at the time of the grant, but shall not be less than 85% of Fair
      Market Value per share. Anything to the contrary notwithstanding, the purchase
      price for the shares subject to any Incentive Stock Option shall not be less
      than 100% of the Fair Market Value of the shares of Common Stock of the Company
      on the date the Stock Option is granted. In the case of any Option granted
      to an
      employee who owns stock possessing more than 10% of the total combined voting
      power of all classes of stock of the Company, or any of its parent or subsidiary
      corporations, the Option price shall not be less than 110% of the Fair Market
      Value per share of the Common Stock of the Company on the date the Option is
      granted. For purposes of determining the stock ownership of an employee, the
      attribution rules of Section 424(d) of the Code shall apply.

     

    (c) Notice
      and Payment.
      Any
      exercisable portion of a Stock Option may be exercised only by: (a)
      delivery of a written notice to the Company prior to the time when such Stock
      Option becomes un-exercisable herein, stating the number of shares being
      purchased and complying with all applicable rules established by the Plan
      Administrator; (b) payment in full of the exercise price of such Option by,
      as
      applicable, delivery of: (i) cash or check for an amount equal to the aggregate
      Stock Option exercise price for the number of shares being purchased, (ii)
      in
      the discretion of the Plan Administrator, upon such terms as the Plan
      Administrator shall approve, a copy of instructions to a broker directing such
      broker to sell the Common Stock for which such Option is exercised, and to
      remit
      to the Company the aggregate exercise price of such Stock Option (a “cashless
      exercise”), or (iii) at the discretion of the Plan Administrator, upon such
      terms as the Plan Administrator shall approve, shares of the Company’s Common
      Stock owned by the Optionee, duly endorsed for transfer to the Company, with
      a
      Fair Market Value on the date of delivery equal to the aggregate purchase price
      of the shares with respect to which such Stock Option or portion is thereby
      exercised ( a “stock-for-stock exercise”); (c) payment of the amount of tax
      required to be withheld (if any) by the Company, or any parent or subsidiary
      corporation as a result of the exercise of a Stock Option. At the discretion
      of
      the Plan Administrator, upon such terms as the Plan Administrator shall approve,
      the Optionee may pay all or a portion of the tax withholding by: (i) cash or
      check payable to the Company, (ii) a cashless exercise, (iii) a stock-for-stock
      exercise, or (iv) a combination of one or more of the foregoing payment methods;
      and (d) delivery of a written notice to the Company requesting that the Company
      direct the transfer agent to issue to the Optionee (or his designee) a
      certificate for the number of shares of Common Stock for which the Option was
      exercised or, in the case of a cashless exercise, for any shares that were
      not
      sold in the cashless exercise. Notwithstanding the foregoing, the Company,
      in
      its sole discretion, may extend and maintain, or manage for the extension and
      maintenance of credit to any Optionee to finance the Optionee’s purchase of
      shares pursuant to the exercise of any Stock Option, on such terms as may be
      approved by the Plan Administrator, subject to applicable regulations of the
      Federal Reserve Board and any other laws or regulations in effect at the time
      such credit is extended.

    


    (d) Terms
      of Option.
      No
      Option shall be exercisable after the expiration of the earliest of: (a) five
      years after the date the Option is granted, (b) three months after the date
      the
      Optionee’s employment with the Company and its subsidiaries terminates, or a
      Non-Employee Director or Consultant ceases to provide services to the Company,
      if such termination or cessation is for any reason other than Disability or
      death, (c) one year after the date the Optionee’s employment with the Company,
      and its subsidiaries, terminates, or a Non-Employee Director or Consultant
      ceases to provide services to the Company, if such termination or cessation
      is a


     

    
      
        
        

      

      
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    result
      of
      death or Disability; provided, however, that the Option agreement for any Option
      may provide for shorter periods in each of the foregoing instances. In the
      case
      of an Incentive Stock Option granted to an employee who owns stock possessing
      more than 10% of the total combined voting power of all classes of stock of
      the
      Company, or any of its parent or subsidiary corporations, the term set forth
      in
      (a) above shall not be more than five years after the date the Option is
      granted.

    


    (e) Exercise
      of an Option.
      No
      Option shall be exercisable during the lifetime of the Optionee by any person
      other than the Optionee. Subject to the foregoing, the Plan Administrator shall
      have the power to set the time or times within which each Option shall be
      exercisable and to accelerate the time or times of exercise. Unless otherwise
      provided by the Plan Administrator, each Option granted under the Plan shall
      become exercisable on a cumulative basis as to one-third (1/3) of the total
      number of shares covered thereby at any time after one year from the date the
      Option is granted and an additional one-third (1/3) of such total number of
      shares at any time after the end of each consecutive one-year period thereafter
      until the Option has become exercisable as to all of such total number of
      shares. To the extent that an Optionee has the right to exercise an Option
      and
      purchase shares pursuant hereto, the Option may be exercised from time to time
      by written notice to the Company, stating the number of shares being purchased
      and accompanied by payment in full of the exercise price for such
      shares.

    


    (f) No
      Transfer of Option. No
      Option
      shall be transferable by an Optionee otherwise than by will or the laws of
      descent and distribution.

    


    (g)
      Limit
      on Incentive Stock Option.
      The
      aggregate Fair Market Value (determined at the time the Option is granted)
      of
      the stock with respect to which an Incentive Stock Option is granted and
      exercisable for the first time by an Optionee during any calendar year (under
      all Incentive Stock Option plans of the Company and its subsidiaries) shall
      not
      exceed $100,000. To the extent the aggregate Fair Market Value (determined
      at
      the time the Stock Option is granted) of the Common Stock with respect to which
      Incentive Stock Options are exercisable for the first time by an Optionee during
      any calendar year (under all Incentive Stock Option plans of the Company and
      any
      parent or subsidiary corporations) exceeds $100,000, such Stock Options shall
      be
      treated as Non-Qualified Stock Options. The determination of which Stock Options
      shall be treated as Non-Qualified Stock Options shall be made by taking Stock
      Options into account in the order in which they were granted.

    


    (h)
      Restriction
      on Issuance of Shares.
      The
      issuance of Options and shares shall be subject to compliance with all of the
      applicable requirements of law with respect to the issuance and sale of
      securities, including, without limitation, any required qualification under
      state securities laws. If an Optionee acquires shares of Common Stock pursuant
      to the exercise of an Option, the Plan Administrator, in its sole discretion,
      may require as a condition of issuance of shares covered by the Option that
      the
      shares of Common Stock be subject to restrictions on transfer. The Company
      may
      place a legend on the share certificates reflecting the fact that they are
      subject to restrictions on transfer pursuant to the terms of this Section.
      In
      addition, the Optionee may be required to execute a buy-sell agreement in favor
      of the Company or its designee with respect to all or any of the shares so
      acquired. In such event, the terms of any such agreement shall apply to the
      optioned shares.

    


    
      
        
        

      

      
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    (i)
      Investment
      Representation.  Any
      Optionee may be required, as a condition of issuance of shares covered by his
      or
      her Option, to represent that the shares be acquired pursuant to exercise will
      be acquired for investment and without a view toward distribution thereof,
      and
      in such case, the Company may place a legend on the share certificate(s)
      evidencing the fact that they were acquired for investment and cannot be sold
      or
      transferred unless registered under the Securities Act of 1933, as amended,
      or
      unless counsel for the Company is satisfied that the circumstances of the
      proposed transfer do not require such registration.

    


    (j)
      Rights
      as a Shareholder or Employee.
      An
      Optionee or transferee of an Option shall have no right as a stockholder of
      the
      Company with respect to any shares covered by an Option until the date of the
      issuance of a share certificate for such shares. No adjustment shall be made
      for
      dividends (ordinary or extraordinary, whether cash, securities, or other
      property), or distributions or other rights for which the record date is prior
      to the date such share certificate is issued, except as provided in paragraph
      (m) below. Nothing in the Plan or in any Option agreement shall confer upon
      any
      employee any right to continue in the employ of the Company or any of its
      subsidiaries or interfere in any way with any right of the Company or any
      subsidiary to terminate the Optionee’s employment at any time.

    


    (k)
      No
      Fractional Shares.
      In no
      event shall the Company be required to issue fractional shares upon the exercise
      of an Option.

    


    (l)
      Exercise
      in the Event of Death.
      In the
      event of the death of the Optionee, any Option or unexercised portion thereof
      granted to the Optionee, to the extent exercisable by him or her on the date
      of
      death, may be exercised by the Optionee’s personal representatives, heirs, or
      legatees subject to the provisions of paragraph (d) above.

    


    (m)
      Recapitalization
      or Reorganization of the Company.
      Except
      as otherwise provided herein, appropriate and proportionate adjustments shall
      be
      made (1) in the number and class of shares subject to the Plan, (2) to the
      Option rights granted under the Plan, and (3) in the exercise price of such
      Option rights, in the event that the number of shares of common Stock of the
      Company are increased or decreased as a result of a stock dividend (but only
      on
      Common Stock), stock split, reverse stock split, recapitalization,
      reorganization, merger, consolidation, separation, or like change in the
      corporate or capital structure of the Company. In the event there shall be
      any
      other change in the number or kind of the outstanding shares of Common Stock
      of
      the Company, or any stock or other securities into which such common stock
      shall
      have been changed, or for which it shall have been exchanged, whether by reason
      of a complete liquidation of the Company or a merger, reorganization, or
      consolidation with any other corporation in which the Company is not the
      surviving corporation, or the Company becomes a wholly-owned subsidiary of
      another corporation, then if the Plan Administrator shall, in its sole
      discretion, determine that such change equitably requires an adjustment to
      shares of Common Stock currently subject to Options under the Plan, or to prices
      or terms of outstanding Options, such adjustment shall be made in accordance
      with such determination.

     

    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustment shall be made by the Plan Administrator, the
      determination of which in that respect 

     

    
      
        
        

      

      
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    shall
      be
      final, binding, and conclusive. No right to purchase fractional shares shall
      result from any adjustment of Options pursuant to this Section. In case of
      any
      such adjustment, the shares subject to the Option shall be rounded down to
      the
      nearest whole share. Notice of any adjustment shall be given by the Company
      to
      each Optionee whose Options shall have been so adjusted and such adjustment
      (whether or not notice is given) shall be effective and binding for all purposes
      of the Plan.

     

    In
      the
      event of a complete liquidation of the Company or a merger, reorganization,
      or
      consolidation of the Company with any other corporation in which the company
      is
      not the surviving corporation, or the Company becomes a wholly-owned subsidiary
      of another corporation, any unvested Options granted under the Plan shall be
      deemed to be immediately vested and the Optionee shall have the right to
      exercise such Option in whole or in part without regard to any installment
      exercise provisions in the Option agreement.

    


    (n)
      Modification,
      Extension and Renewal of Options. Subject
      to the terms and conditions and within
      the limitations of the Plan, the Plan Administrator may modify, extend or renew
      outstanding options granted under the Plan and accept the surrender of
      outstanding Options (to the extent not theretofore exercised). The Plan
      Administrator shall not, however, without the approval of the Board, modify
      any
      outstanding Incentive Stock Option in any manner that would cause the Option
      not
      to qualify as an Incentive Stock Option within the meaning of Section 422 of
      the
      Code. Notwithstanding the foregoing, no modification of an Option shall, without
      the consent of the Optionee, alter or impair any rights of the Optionee under
      the Option.

    


    (o)
      Other
      Provisions. Each
      Option may contain such other terms, provisions, and conditions not inconsistent
      with the Plan as may be determined by the Plan Administrator.

    


    8.
      Termination or Amendment of the Plan

    


    The
      Board
      may at any time terminate or amend the Plan; provided that, without approval
      of
      the holders of a majority of the shares of Common Stock of the Company
      represented and voting at a duly held meeting at which a quorum is present
      or
      the written consent of a majority of the outstanding shares of Common Stock,
      there shall be (except by operation of the provisions of paragraph (m) above)
      no
      increase in the total number of shares covered by the Plan, no change in the
      class of persons eligible to receive options granted under the Plan, no
      reduction in the exercise price of Options granted under the Plan, and no
      extension of the latest date upon which Options may be exercised; and provided
      further that, without the consent of the Optionee, no amendment may adversely
      affect any then outstanding Option or any unexercised portion
      thereof.

    


    9.
      Indemnification

    


    In
      addition to such other rights of indemnification as they may have as members
      of
      the Board Committee that administers the Plan, the members of the Plan
      Administrator shall be indemnified by the Company against reasonable expense,
      including attorney’s fees, actually and necessarily incurred in connection with
      the defense of any action, suit or proceeding, or in connection with any appeal
      therein to which they, or any of them, may be a party by reason of any action
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    under
      or
      in connection with the Plan or any Option granted thereunder, and against any
      and all amounts paid by them in settlement thereof (provided such settlement
      is
      approved by independent legal counsel selected by the Company). In addition,
      such members shall be indemnified by the Company for any amount paid by them
      in
      satisfaction of a judgment in any action, suit, or proceeding, except in
      relation to matters as to which it shall have been adjudged that such member
      is
      liable for negligence or misconduct in the performance of his or her duties,
      provided however that within 60 days after institution of any such action,
      suit,
      or proceeding, the member shall in writing offer the Company the opportunity,
      at
      its own expense, to handle and defend the same.

    


    10.
      Effective Date and Term of the Plan

    


    This
      Plan
      shall become effective (the “Effective Date”) on the date of adoption by the
      board of directors as evidenced by the date and signatures below. Options
      granted under the Plan prior to shareholder approval are subject to cancellation
      by the Plan Administrator if shareholder approval is not obtained within 12
      months of the date of adoption. Unless sooner terminated by the Board in its
      sole discretion, this Plan will expire on December 31, 2008.

    


    IN
      WITNESS WHEREOF, the Company by its duly authorized officer, has caused this
      Plan to be executed this ______ day of _____________, 2006.

    


    LANGUAGE
      ACCESS NETWORK, INC. 

    


    


    ____________________________

    By:
      Laurence Sturtz

    Its:
      Chairman of the Board