CERTIFIED SERVICES, INC.
                             2002 STOCK OPTION PLAN

                                    ARTICLE I

                     Purpose, Definitions and Effective Date

         1.1 Purpose. The purpose of the 2002 Stock Option Plan ("Plan") of
Momentum Holdings Corporaton (the "Company") is to promote the success and
enhance the value of the Company by linking the personal interests of Employees
of the Company and any Subsidiary to the interests of the Company's shareholders
and by providing Employees with an additional incentive for outstanding
performance. To achieve this purpose, Options to purchase shares of the Common
Stock of the Company ("Shares") may be granted to Employees of the Company and
any Subsidiary pursuant to the Plan.

         1.2 Additional Definitions. In addition to definitions set forth
elsewhere in the Plan, for purposes of the Plan:

         (a) "Board" shall mean the Board of Directors of the Company.

         (b) "Cause" shall mean willful or gross malfeasance or
misconduct on the part of a Participant that is detrimental to the Company or
any Subsidiary as determined by the Committee in its sole discretion, except
that termination of a Participant's employment for "cause" pursuant to any
agreement of employment between the Participant and the Company shall be
conclusive in and of itself and therefore require no determination by the
Committee.

         (c)"Committee" shall mean the Stock Option Committee of the Board,
which shall administer the Plan.

         (d) "Employee" shall mean any employee or advisor of the Company or any
Subsidiary. Directors and advisors who are not otherwise employed by the Company
or any Subsidiary shall be considered, but solely for purposes of the Plan,
Employees under the Plan and, thus, eligible for Options other than Incentive
Stock Options.


<PAGE>

         (e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor Act thereto and the rules and regulations of the
United States Securities and Exchange Commission thereunder.

         (f) "Exercise Price" shall mean the price to be paid for each Share
pursuant to an Option.

         (g) "Fair Market Value" shall mean the value of a Share on a particular
date, determined as follows: (i) if the Shares are not listed on such date on
any national securities exchange or on the National Association of Securities
Dealers Automated Quotation System or by the National Quotation Bureau,
Incorporated, the last sales price (or, if none on that date, on the most recent
date on which there was a last sales price) as reported by any maker, if any, of
a market in the Shares or other similar source or service selected by the
Committee; (ii) if the Shares are listed on such date on one or more national
securities exchanges or quotation system or bureau, the last reported sale price
of a Share on such date as recorded on the composite tape system or, if such
system does not cover the Shares, the last reported sale price of a Share on
such date on the principal national securities exchange on which the Shares are
listed or, if no sale of Shares took place on such date, the last reported sale
price of a Share on the most recent day on which a sale of a Share took place as
recorded by such system or on such exchange, as the case may be; or (iii) if the
last sales price of the Shares cannot be determined in accordance with (i) or
(ii), the fair market value of a Share on such date as determined in good faith
by the Committee.

         (h) "Incentive Stock Option" shall mean an Option that, in addition to
being subject to applicable terms, conditions and limitations established by the
Committee, complies with Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). Section 422 provides, among other limitations, that: (i)
to the extent that the aggregate Fair Market Value (determined as of the time
the Option is granted) of Shares subject to the option exercisable for the first
time by a Participant during any calendar year exceeds $100,000 (or such other
limit as may be imposed by law) such Option shall not be treated as an Incentive
Stock Option; and (ii) the Option shall be exercisable for a period of not more
than ten (10) years from date of grant. If the Committee determines to issue
Incentive Stock Options but the Plan does not then conform to the applicable
legal requirements, the Plan shall be deemed amended to so conform as of the
date of grant of any Incentive Stock Option.

         (i) "Option" shall mean the right to purchase one or more Shares on the
terms and conditions contained in this Plan, the rules of the Committee, and the
terms of an Option Agreement.



                                       2
<PAGE>

         (j) "Option Agreement" shall mean the written agreement entered into
between the Company and the Employee upon grant of an Option and which evidences
the terms on which the Option may be exercised consistent with the Plan.

         (k) "Participant" shall mean an Employee who is granted an Option
pursuant to the Plan.

         (l) "Restricted Shares" shall mean Shares granted pursuant to Article
IV Stock Options and Voting, designated as being "restricted" by the Committee
and subject to the restrictions and other terms and conditions set forth in
Article IV Stock Options and Voting or imposed by the Committee in connection
with the grant of Options.

         (m) "Retirement" shall mean the termination of a Participant's
employment with the Company or any Subsidiary, for reasons other than death,
disability (as that term is used in Section 22(e)(3) of the Code ("Disability"))
or for Cause, on or after the date the Participant reaches age 60.

         (n) "Subsidiary" shall mean any corporation in which the Company owns
directly, or indirectly through subsidiaries, more than fifty percent (50%) of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the
Company owns more than fifty percent (50%) of the combined equity thereof.

         1.3 Effective Date. The Plan was approved by the Board and became
effective as of April 9, 2002.

                                   ARTICLE II

                                 Administration

         The Plan shall be administered by the Committee. The Committee shall
have full power, except as limited by law or by the Articles of Incorporation or
Bylaws of the Company, and subject to the provisions of the Plan, to: select the
recipients of Options; determine the number of Shares subject to each Option
under the Plan; determine the sizes of grants of Options under the Plan;
determine the exercise price, duration, vesting requirements, and period of
exercisability of each Option; determine the terms and conditions of such Option
grants in a manner consistent with the Plan; determine whether the Options are
or are not Incentive Stock Options; determine whether or not the Shares subject
to an Option are Restricted Shares; construe and interpret the Plan and any
agreement or instrument entered into under the Plan; establish, amend, or waive
rules and regulations for the Plan's administration; and, subject to the
provisions of Article V Amendment, Modification, and Termination, herein, amend
the terms and conditions of any outstanding Options to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan.



                                       3
<PAGE>

                                   ARTICLE III

                           Shares Subject to the Plan

         3.1 Number of Shares. Subject to adjustment as provided in Section 3.3
Adjustments in Authorized Shares, the total number of Shares for which Options
may be granted under the Plan may not exceed five million (5,000,000) Shares.
These Shares may be either authorized but unissued or reacquired Shares.

         3.2 Lapsed Options. If any Option granted under the Plan is canceled,
terminates, expires, or lapses for any reason, any Shares subject to such Option
shall again be available for the grant of an Option under the Plan.

         3.3 Adjustments, Merger. In the event of a business combination,
merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, share combination, or other change in
the corporate structure of the Company affecting the Shares, such adjustment
shall be made in the number and class of Shares that may be delivered under the
Plan, and in the number and class of and/or price of Shares subject to
outstanding Options granted under the Plan, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to prevent
dilution or enlargement of rights; and provided that the number of Shares
subject to any Option shall always be rounded down to the nearest whole number.
If the Company shall at any time merge, consolidate with or into another
corporation or association, or enter into a statutory share exchange or any
other similar business combination transaction in which Shares are converted
into securities and/or other property, each Participant will thereafter receive,
upon the exercise of an Option, the securities or property to which a holder of
the number of Shares then deliverable upon the exercise of such Option would
have been entitled upon the occurrence of such transaction and the Company shall
take such steps in connection with such transaction as may be necessary to
assure that the provisions of this Plan shall thereafter be applicable, as
nearly as is reasonably possible, in relation to any securities or property
thereafter deliverable upon the exercise of such Option. A sale of all or
substantially all the assets of the Company for a consideration (apart from the
assumption of obligations) consisting primarily of securities shall be deemed a
transaction subject to the foregoing provisions. Notwithstanding the foregoing,
if the Company is to be consolidated with or acquired by another entity in a
merger, sale of all or substantially all of the Company's assets or otherwise,
the Company shall have the option to (i) upon written notice to the optionees,
provide that all Options must be exercised, to the extent then exercisable,
within a specified number of days of the date of such notice, at the end of
which period the Options shall terminate, or (ii) terminate all Options in
exchange for a cash payment equal to the excess of the fair market value of the
shares subject to such Options (to the extent then exercisable) over the
exercise price thereof.

                                   ARTICLE IV

                            Stock Options and Voting

         4.1 Grant of Options. Subject to the terms and provisions of the Plan,
Options may be granted to such Employees, at such times and on such terms and
conditions, as shall be determined by the Committee; provided, however, no
Options may be granted after the 10th anniversary of the effective date of the
Plan, and provided further, that no Incentive Stock Option shall be granted to
any Employee of any Subsidiary if the Subsidiary is not a "subsidiary" as
defined in Section 424(f) of the Code. The Committee shall have discretion in
determining the number of Options and the number of Shares subject to each
Option granted to each Participant. Without limiting the generality of the
foregoing, the Committee shall have the authority to establish guidelines
setting forth anticipated grant levels which correspond to various salary grades
or the equivalent thereof.

         4.2 Form of Issuance. Options may be issued in the form of a
certificate or may be recorded on the books and records of the Company for the
account of the Participant. If an Option is not issued in the form of a
certificate, then the Option shall be deemed granted upon issuance of a notice
of the grant addressed to the recipient. The terms and conditions of an Option
shall be set forth in the certificate, in the notice of the issuance of the
grant, or in such other documents as the Committee shall determine. The
Committee shall require a Participant to enter into an Option Agreement (the
written agreement containing the terms and conditions relating to the Option and
its exercise) and to acknowledge receipt of a copy of the Option Agreement and
the Plan.



                                       4
<PAGE>

         4.3 Option Price. The Option Price for each grant of an Option shall be
determined by the Committee; provided, however, that the minimum with respect to
Incentive Stock Options shall be one hundred percent (100%) of the Fair Market
Value of a Share on the date as of which the Option is granted. However, if a
Participant owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (including stock deemed owned under
Section 425(d) of the Code), the purchase price per Share deliverable upon
exercise of each Incentive Stock Option shall not be less than 110% of the Fair
Market Value of the Shares on the date of grant.

         4.4 Duration of Options. Each Option shall expire at such time as the
Committee shall determine at the time of grant; provided, however, that no
Option shall be exercisable later than the tenth (10th) anniversary date of its
grant. However, if a Participant owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company (including
stock deemed owned under Section 425(d) of the Code), the Incentive Stock Option
granted to such Participant shall not be exercisable after the expiration of
five years from the date of Grant.

         4.5 Vesting of Options. Options shall become exercisable ("vest") at
such times and under such terms and conditions as determined by the Committee.
The Committee shall have the authority to accelerate the vesting of an Option.
The Committee, in its sole discretion, may from time to time authorize the grant
of Options with respect to Restricted Shares. Such Options with respect to
Restricted Shares shall be exercisable immediately but the Restricted Shares
issued upon exercise of the Options shall be subject to such restrictions,
including such vesting schedule and other terms and conditions, as may be
established by the Committee. Until the expiration of the restriction period or
the lapse of the restrictions in accordance with the terms and conditions
established by the Committee, the Restricted Shares shall be subject to the
following restrictions and any additional restrictions that the Committee, in
its sole discretion, may from time to time deem desirable in furtherance of the
objectives of the Plan:

         (a) The Participant shall not be entitled to receive the certificate or
certificates representing the Restricted Shares.

         (b) The Restricted Shares may not be sold, transferred, assigned,
pledged, conveyed, hypothecated or otherwise disposed of.

         (c) If the employment of the Participant is terminated for any reason
other than the Retirement, Disability or death of the Participant before the
expiration of the restriction period, the Restricted Shares shall be forfeited
immediately and all rights of the Participant to such Shares shall terminate
immediately without further obligation on the part of the Company. If the
Participant's employment is terminated by reason of the Retirement, Disability
or death of the Participant before the expiration of the restriction period, the
number of Restricted Shares held by the Company for the Participant's account
shall be reduced by the proportion of the restriction period remaining after the
Participant's termination of employment; the restrictions on the balance of such
Restricted Shares shall lapse on the date the Participant's employment
terminated and the certificate or certificates representing the Shares upon
which the restrictions have lapsed shall be delivered to the Participant or his
beneficiary or other successor in the event of the Participant's death. The
Committee, in its sole discretion, may waive any or all restrictions with
respect to Restricted Shares.



                                       5
<PAGE>

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

         4.7 Payment. Payment for Shares purchased upon any exercise of an
Option shall be made in full in cash concurrently with such exercise, except
that, if and to the extent the instrument evidencing the Option so provides and
if the Company is not then prohibited from purchasing or acquiring Shares, such
payment may be made in whole or in part with shares of the same class of stock
as that then subject to the Option, delivered in lieu of cash concurrently with
such exercise, the shares so delivered to be valued on the basis of the Fair
Market Value of the Shares on the day preceding the date of exercise. If and
while payment with Shares is permitted for the exercise of an Option in
accordance with the foregoing provision, the person then entitled to exercise
that Option may, in lieu of using previously outstanding Shares therefor, use
some of the Shares as to which the Option is then being exercised. Payment of
the Option Price by the "delivery" of previously owned Shares may be made
constructively so that the payment Shares are only hypothetically transferred
and only the net number of additional post-payment, post-exercise Shares is
actually issued by the Company.

         4.8 Termination of Employment. Except as may be determined otherwise by
the Committee with respect to individual awards, the following shall apply with
respect to options of employees whose employment is terminated:

        (a)     Termination by Reason of Death or Disability. If the employment
                of a Participant is terminated by reason of death or Disability,
                any outstanding Options granted to the Participant shall vest as
                of the date of termination of employment and may be exercised,
                if at all, no more than one (1) year following termination of
                employment, unless the Options, by their terms, expire earlier.

        (b)     Termination by Retirement. If the employment is terminated by
                reason of Retirement, any outstanding Options granted to the
                Participant that are vested as of the date of termination of
                employment may be exercised, if at all, no more than three (3)
                years following termination of employment, unless the Options,
                by their terms, expire earlier. In the case of Incentive Stock
                Options, any Option exercised more than three months after
                termination of employment shall lose its status as an Incentive
                Stock Option.



                                       6
<PAGE>

        (c)     Termination of Employment for Other Reasons. If the employment
                of a Participant shall terminate for any reason other than the
                reasons set forth in (a) or (b), above, and other than for
                Cause, all outstanding Options granted to the Participant which
                are vested as of the date of termination of employment may be
                exercised by the Participant within the period beginning on the
                effective date of termination of employment and ending three (3)
                months after such date, unless the Options, by their terms,
                expire earlier.

        (d)     Termination for Cause. If the employment of a Participant shall
                terminate for Cause, all outstanding Options held by the
                Participant shall immediately terminate and be forfeited to the
                Company at the date notice of termination is given.

        (e)     Options Not Vested at Termination. Any outstanding Options not
                vested as of the effective date of termination of employment
                shall expire immediately and shall be forfeited to the Company.

         4.9 Transfers. For purposes of the Plan, transfer of employment of a
Participant between the Company and any Subsidiary (or between two Subsidiaries)
shall not be deemed a termination of employment.

         4.10 Nontransferability of Options. No Option granted pursuant to the
Plan shall be transferable otherwise than by the laws of descent and
distribution and as may be permitted by the Committee with respect to Options
which are not Incentive Stock Options. During the lifetime of a Participant, the
Option shall be exercisable only by the Participant personally (or permitted
transferee) or by the Participant's guardian or legal representative. If a
Participant shall die, the executor or administrator of the Participant's estate
or a transferee of the Option pursuant to a will or the laws of descent and
distribution shall have the right to exercise the Option in lieu of the
Participant.

                                    ARTICLE V

                    Amendment, Modification, and Termination

         5.1 Amendment, Modification, and Termination. The Board may at any time
and from time to time terminate, amend, or modify the Plan. However, no
amendment or modification of the Plan shall be made without the approval of the
shareholders of the Company if such shareholder approval is required by the
Code, by applicable insider trading rules under Section 16 of the Exchange Act,
by any national securities exchange or system on which the Shares are then
listed or reported, or by a regulatory body having jurisdiction with respect
hereto.

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



                                       7
<PAGE>

                                   ARTICLE VI

                                   Withholding

         6.1 Tax Withholding. The Company shall have the power and the right to
deduct or withhold an amount sufficient to satisfy Federal, state and local
taxes required by law to be withheld with respect to any grant, exercise, or
payment made under or as a result of the Plan. At the discretion of the
Committee, a Participant may be permitted to pay to the Company the withholding
amount in the form of cash or previously owned Shares in accordance with Section
4.7 Payment. If payment of the withholding amount is made by the delivery of
Shares, the value of the Shares delivered shall equal the Fair Market Value of
the Shares on the day preceding the date of exercise of the Option.

         6.2 Share Withholding. With respect to tax withholding required upon
the exercise of Options, a Participant may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the
tax is to be determined equal to an amount sufficient to satisfy Federal, state
and local taxes.

                                   ARTICLE VII

                                  Miscellaneous

         7.1 Employment. Nothing in the Plan shall interfere with or limit in
any way the right of the Company or any Subsidiary to terminate any
Participant's employment at any time nor confer upon any Participant any right
to continue in the employment of the Company or any Subsidiary.

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

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

         7.4 Holding Period. If a Participant shall have the right to require
the Company to repurchase any Shares acquired pursuant to the exercise of an
Option, that right shall be exercised only as to Shares which have been held for
not less than six months.

         7.5 Distribution of Stock-Securities Restrictions. The Committee may
require Participants receiving Shares pursuant to any Option under the Plan to
represent to and agree with the Company in writing that the Participant is
acquiring the Shares for investment without a view to distribution thereof. No
Shares shall be issued or transferred pursuant to an Option unless such issuance
or transfer complies with all relevant provisions of law, including but not
limited to, the (i) limitations, if any, imposed in the state of issuance or
transfer, (ii) restrictions, if any, imposed by the Securities Act of 1993, as
amended, the Exchange Act, and the rules and regulations promulgated thereunder,
and (iii) requirements of any stock exchange upon which the Shares may then be
listed. The certificates for such Shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

         7.6 Governing Law. The Plan, and any and all agreements hereunder,
shall be construed in accordance with and governed by the internal laws of the
State of Delaware.





                                       8