Exhibit 10.6

                          THE BUCK A DAY COMPANY, INC.

                                2002 OMNIBUS PLAN

1.   Purposes of the Plan

     The Buck A Day Company,  Inc. 2002 Omnibus Plan ("Plan")  maintained by The
Buck A Day  Company,  Inc.  ("Company")  is  intended  to promote the growth and
general  prosperity  of the Company by offering  incentives to its key employees
who are primarily  responsible  for the growth of the Company and to attract and
retain  qualified  employees and thereby benefit its  shareholders  based on the
growth of the Company.  Awards  granted  under the Plan may be (a) stock options
("Options")  which may be  designated as (i)  Incentive  Stock Options  ("ISOs")
intended to qualify under  Section 422 of the Internal  Revenue Code of 1986, as
amended ("Code"),  or (ii) Nonqualified  Stock Options ("NQSOs") not intended to
so qualify; (b) stock appreciation rights ("SARs");  (c) restricted stock awards
("Restricted  Stock");  (d) performance awards  ("Performance  Awards");  or (e)
other  forms  of  stock-based   incentive   awards,   as   hereinafter   defined
(collectively, "Awards").

2.   Shares of Stock Subject to the Plan

     The shares of stock with  respect to which the Awards may be granted  shall
be the  no-par  value  common  stock of the  Company  ("Common  Stock").  Shares
delivered upon exercise of the Awards, at the election of the Board of Directors
of the Company, may be stock that is authorized but previously unissued or stock
reacquired by the Company or both.  Subject to the provisions of Section 14, the
maximum  number of shares with respect to which the Awards may be granted  under
the Plan shall not exceed 3,500,000 shares of Common Stock;  provided,  however,
that such  number of shares of Common  Stock may also be subject to  adjustment,
from time to time,  at the  discretion of the Board of Directors of the Company.
Any  shares  subject  to an Award  under the Plan,  which  Award for any  reason
expires or is terminated unexercised as to such shares, shall again be available
for the grant of other Awards under the Plan provided,  however,  that forfeited
Common Stock or other  securities  shall not be available for further  Awards if
the participant has realized any benefits of ownership from such Common Stock.

3.   Administration

     The  Plan  shall  be  administered  by  a  designated   Omnibus  Committee:
("Committee") composed of not less than two members of the Board of Directors of
the Company,  all of whom shall be  ineligible  to  participate  in the Plan and
shall  otherwise  qualify as  disinterested  persons for  purposes of Rule 16b-3
promulgated by the Securities and Exchange Commission. Subject to the provisions
of the Plan the Committee shall have full discretion and the exclusive power (i)
to


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determine the  directors,  employees,  consultants  and advisors to whom Options
shall be granted,  the time when such  Options  shall be granted,  the number of
Shares  which shall be subject to each Option,  the  purchase  price or exercise
price of each Share which shall be subject to each Option,  the period(s) during
which such Options shall be exercisable  (whether in whole or in part),  and the
other  terms  and  provisions  of the  respective  Options  (which  need  not be
identical);  (ii) to construe the Plan and Options granted  hereunder;  (iii) to
prescribe,  amend and rescind rules and  regulations  relating to the Plan;  and
(iv) to make all other  determination  necessary or advisable for  administering
the Plan.

     Without limiting the foregoing, the Committee also shall have the authority
to require,  in its  discretion,  as a condition  of the granting of any Option,
that the  Participant  agree  (i) not to sell or  otherwise  dispose  of  Shares
acquired  pursuant to the Option for a period of one (1) year (unless  waived by
the Company)  following the date of  acquisition of such Shares and (ii) that in
the  event  of  termination  of  directorship  or  employment  (or in  case of a
consultant or advisor,  engagement by Company or any  subsidiary  corporation or
parent  corporation  of the Company) of  participant,  other than as a result of
dismissal  without cause, such Participant will not, for a period to be fixed at
the time of the grant of the Option,  enter into any  employment or  participate
directly or indirectly in any business or enterprise  which is competitive  with
the business of the Company or any subsidiary  corporation or parent corporation
of the Company,  or enter into any  employment  in which such  employee  will be
called to utilize special knowledge obtained through  directorship or employment
(or in the case of a consultant or advisor,  engagement)  with or by the Company
or any subsidiary corporation or parent corporation thereof.

     The  interpretation of and application by the Committee of any provision of
the Plan shall be final and  conclusive.  The  Committee  may in its  discretion
establish  such  rules  and  guidelines  relating  to the  Plan,  as it may deem
desirable.

     The Committee may employ such legal counsel,  consultants  and agents as it
may deem  desirable  for the  administration  of the Plan and may rely  upon any
opinion  received  from any  such  counsel  or  consultant  and any  computation
received from any such consultant or agent.  The Committee shall keep minutes of
its actions under the Plan.

     No member of the Board of  Directors or the  Committee  shall be liable for
any action or  determination  made in good faith with respect to the Plan or any
Awards granted hereunder.

4.   Eligibility

     The  individuals  who shall be eligible to participate in the Plan shall be
directors, officers, employees,  consultants and advisors of the Company, or any
subsidiary  corporation  or parent  corporation  of the Company now  existing or
hereafter formed or acquired,  as the Committee may from time to time determine.
An employee who has been granted an Award in one year shall not  necessarily  be
entitled to be granted Awards in subsequent years.


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5.   Stock Options

     The Committee may grant Options, as follows, which may be designated as (i)
NQSOs or (ii) ISOs intended to qualify under Code Section 422:

          (a)  Nonqualified  Stock  Options.  An NQSO is a right to  purchase  a
               specified  number of shares of Common Stock during such specified
               time as the  Committee  may  determine,  not to  exceed  ten (10)
               years, at a price determined by the Committee that, unless deemed
               otherwise  by the  Committee,  is not less  than the fair  market
               value of the Common Stock on the date the option is granted.

               (i)  The purchase  price of the Common Stock  subject to the NQSO
                    may be paid in cash. At the discretion of the Committee, the
                    purchase  price  may also be paid by the  tender  of  Common
                    Stock or through a  combination  of Common Stock and cash or
                    through  such other means as the  Committee  determines  are
                    consistent  with the Plan's purpose and  applicable  law. No
                    fractional   shares  of  Common  Stock  will  be  issued  or
                    accepted.

          (b)  Incentive  Stock  Options.  An ISO is an  Award in the form of an
               Option  to  purchase   Common  Stock  that   complies   with  the
               requirements of Code Section 422 or any successor section.

               (i)  The aggregate  fair market value  (determined at the time of
                    the  grant of the  Award)  of the  shares  of  Common  Stock
                    subject to ISOs which are  exercisable by one person for the
                    first  time  during a  particular  calendar  year  shall not
                    exceed  $100,000.  To the  extent  that ISOs  granted  to an
                    employee  exceed the  limitation  set forth in the preceding
                    sentence, ISOs granted last shall be treated as NQSOs.

               (ii) No ISO may be granted  under this Plan on or after the tenth
                    anniversary  of the date  this Plan is  adopted  or the date
                    stockholders approve this Plan, whichever is earlier.

              (iii) No ISO may be exercisable more than:

                    (A)  in the  case of an  employee  who is not a Ten  Percent
                         Stockholder, within the meaning of Code Section 422, on
                         the date the ISO is  granted;  ten (10) years after the
                         date the ISO is granted; and

                    (B)  in  the  case  of an  employee  who  is a  Ten  Percent
                         Stockholder, within the meaning of Code Section 422, on


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                         the date the ISO is  granted,  five (5) years after the
                         date the ISO is granted.

               (iv) The  exercise  price of any ISO shall be  determined  by the
                    Committee and shall be no less than:

                    (A)  in the  case of an  employee  who is not a Ten  Percent
                         Stockholder,  on the date the ISO is granted,  the fair
                         market value of the Common Stock  subject to the ISO on
                         such date, and

                    (B)  in  the  case  of an  employee  who  is a  Ten  Percent
                         Stockholder,  on the date the ISO is granted,  not less
                         than 110 percent of the fair market value of the Common
                         Stock subject to the ISO on such date.

               (v)  The Committee may provide that the option price under an ISO
                    may be  paid by one or more  of the  methods  available  for
                    paying the option price of an NQSO.

6.   Stock Appreciation Rights

     An SAR is a right to  receive,  upon  surrender  of the right,  but without
payment, an amount payable in cash.

               (i)  The amount  payable  with respect to each SAR shall be equal
                    in value to the applicable percentage of the excess, if any,
                    of the fair market  value of a share of Common  Stock on the
                    exercise  date  over the  exercise  price  of the  SAR.  The
                    exercise  price  of  the  SAR  shall  be  determined  by the
                    Committee  and shall not be less than the fair market  value
                    of a share of Common Stock on the date the SAR is granted.

               (ii) In the case of an SAR  granted  in tandem  with an ISO to an
                    employee  who is a Ten  Percent  Shareholder  on the date of
                    such  grant,  the amount  payable  with  respect to each SAR
                    shall be equal in value to the applicable  percentage of the
                    excess,  if any,  of the  fair  market  value  of a share of
                    Common Stock on the exercise date over the exercise price of
                    the SAR, which exercise price shall not be less than 110% of
                    the fair market value of a share of Common Stock on the date
                    the SAR is granted.

              (iii) The Committee shall establish the applicable  percentage and
                    exercise price at the time the SAR is granted.


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7.   Restricted Stock

     Restricted  Stock  is  Common  Stock of the  Company  that is  issued  to a
participant at a price  determined by the  Committee,  which price per share may
not be  less  than  the  par  value  of the  Common  Stock,  and is  subject  to
restrictions  on  transfer  and/or  such  other  restrictions  on  incidents  of
ownership as the Committee may determine.

8.   Performance Awards

     A  Performance  Award  granted  under  the Plan (i) may be  denominated  or
payable in cash, Common Stock (including without limitation,  Restricted Stock),
other securities or other Awards and (ii) shall confer on the holder thereof the
right to receive  payments,  in whole or in part,  upon the  achievement of such
performance  goals  during  such  performance  periods  as the  Committee  shall
establish.  Subject to the terms of the Plan and any applicable Award agreement,
the performance goals to be achieved during any performance  period,  the length
of any performance  period,  the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any  Performance  Award
shall be determined by the Committee.

9.   Other Stock-Based Incentive Awards

     The  Committee  may from time to time  grant  Awards  under  this Plan that
provide  the  participant  with the right to purchase  Common  Stock or that are
valued by reference to the fair market value of the Common Stock (including, but
not limited to, phantom securities or dividend  equivalents).  Such Awards shall
be in a form determined by the Committee (and may include terms  contingent upon
a change of control of the  Company),  provided  that such  Awards  shall not be
inconsistent  with the  terms  and  purposes  of the Plan.  The  Committee  will
determine the price of any Award and may accept any lawful consideration.

10.  Price and Payment

     If the Shares are listed on a national  securities  exchange  in the United
States on any date on which the fair market value per Share is to be determined,
the fair  market  value per Share  shall be deemed to be the average of the high
and low  quotations  at which such Shares are sold on such  national  securities
exchange  on such  date.  If the  Shares  are  listed on a  national  securities
exchange in the United States on such date but the Shares are not traded on such
date,  the fair  market  value per Share shall be  determined  as of the closest
preceding  date on which such exchange shall have been open for business and the
Shares  were  traded.  If the  Shares  are  listed  on more  than  one  national
securities exchange in the United States on the date any such Option is granted,
the Committee shall determine which national  securities  exchange shall be used
for the purpose of determining the fair market value per Share.

     If a public  market  exists  for the  Shares  on any date on which the fair
market  value per Share is to be  determined  but the Shares are not listed on a
national  securities  exchange in the


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United  States,  the fair market  value per Share shall be deemed to be the mean
between the closing bid and asked  quotations  for the Shares on such date,  the
fair market  value per Share shall be deemed to be the mean  between the closing
bid and asked  quotations in the  over-the-counter  market for the Shares on the
closest date preceding such date for which such quotations are available.

     If no public  market  exists  for the  Shares on any date on which the fair
market value per Share is to be  determined,  the Committee  shall,  in its sole
discretion and best judgment, determine the fair market value of a Share.

     For purposes of this Plan, the  determination  by the Committee of the fair
market value of a Share shall be conclusive.

     Upon the  exercise  of an Option,  the Company  shall  cause the  purchased
Shares to be issued only when it shall have received the full purchase price for
the Shares in cash or by certified check

11.  Exercise of Options

     Options  granted  under the Plan may be exercised by an optionee only while
the employee is and,  continuously  since the date the Option was  granted,  has
been an employee of the Company or one of its  subsidiaries,  except that (i) if
the optionee's  termination of employment is other than for deliberate,  willful
or gross misconduct,  any Options held by the optionee may be exercised,  to the
extent then  exercisable,  for a period of three  months  after the date of such
termination of employment;  (ii) if such  termination of employment is by reason
of  retirement  or  disability,  any Options held by the optionee at the time of
retirement or disability will be exercisable for a period of 12 months after the
date of such  termination  of  employment;  (iii) in the  event  of death  after
termination of employment  pursuant to (i) or (ii) above,  the person or persons
to whom the optionee's rights are transferred by will or the laws of descent and
distribution  shall have a period of three years from the date of termination of
the optionee's  employment to exercise any Options which the optionee could have
exercised during such period;  and (iv) in the event of the death of an optionee
while  employed,  any Options then held by the  optionee  shall become fully and
immediately  exercisable  and may be  exercised by the person or persons to whom
the  optionee's  rights  are  transferred  by will or the  laws of  descent  and
distribution  for a period of three  years  after the  optionee's  death.  In no
event,  however,  shall any Option be  exercisable  after the date  specified in
Section 5, as applicable.

     An Option granted hereunder shall be exercisable, in whole or in part, only
by written notice delivered in person or by mail to the Secretary of the Company
at its principal  office,  specifying the number of shares of Common Stock to be
purchased and  accompanied by payment  thereof and otherwise in accordance  with
the option agreement pursuant to which the Option was granted.


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12.  Award Agreements

     Each Award granted under the Plan shall be evidenced by an Award  agreement
between the employee to whom the Award is granted and the Company, setting forth
the number of shares of Common  Stock,  SARs,  or units subject to the Award and
such other terms and conditions  applicable to the Award not consistent with the
Plan as the Committee may deem appropriate.

13.  Tax Withholding

     The  Committee  may  establish  such rules and  procedures  as it considers
desirable in order to satisfy any obligation of the Company or any subsidiary to
withhold  federal  income  taxes or other  taxes with  respect to any Award made
under the Plan.  Such rules and procedures may provide (i) in the case of Awards
paid in shares of Common Stock,  that the person receiving the Award may satisfy
the  withholding  obligation by  instructing  the Company to withhold  shares of
Common Stock otherwise  issuable upon exercise of such Award in order to satisfy
such withholding  obligation and (ii) in the case of an Award paid in cash, that
the  withholding  obligation  shall be satisfied by  withholding  the applicable
amount  and  paying  the net  amount in cash to the  participant.  The  employer
corporation  may, in its  discretion,  hold the stock  certificate to which such
employee is entitled  upon the exercise of an Option as security for the payment
of such withholding tax liability,  until  sufficient  payment of that liability
has been accumulated.

14.  Change of Control and Limited Rights

     For the purpose of the Plan,  a "Change of Control"  affecting  the Company
shall be deemed to have taken place upon (i) the  acquisition by a third person,
including  a  "group"  as  defined  in  Section  13(d)(3)  and  14(d)(2)  of the
Securities Exchange Act of 1934, as amended, of shares of the Company having 51%
or more of the  total  number  of votes  that may be cast  for the  election  of
Directors of the Company;  (ii)  shareholder  approval of a transaction  for the
acquisition of the Company, or substantially all of its assets by another entity
or for a merger, reorganization,  consolidation or other business combination to
which the  Company  is a part;  or (iii) the  election  during  any period of 24
months  or less  of 50% or  more of the  Directors  of the  Company  where  such
Directors were not in office immediately prior to such period provided, however,
that no "Change of Control" shall be deemed to have taken place if the Directors
of the  Company  in  office  on the  date of  adoption  of the  Plan,  or  their
successors  in  office  nominated  by such  Directors,  affirmatively  approve a
resolution to such effect.

     In  the  event  of  a  Change  of  Control  affecting  the  Company,  then,
notwithstanding  any  provision  of the Plan or of any  provisions  of any Award
agreements entered into between the Company and any participant to the contrary,
all Awards that have not expired and which are then held by any  participant (or
the  person or  persons  to whom any  deceased  participant's  rights  have been
transferred)  shall, as of such Change of Control,  become fully and immediately
vested and  exercisable  and may be  exercised  for the  remaining  term of such
Awards.

     A limited  right may be awarded by the  Committee  in  connection  with any
Option  granted


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under the Plan with respect to all or some of the shares of Common Stock covered
by such related  Option.  A limited right may be granted  either at the time the
Option is granted or thereafter at any time prior to the cancellation, exercise,
forfeiture,  termination  or  expiration  of the Option.  A limited right may be
exercised only during the 60-day period  beginning on a Change of Control of the
Company.  Notwithstanding the provisions of the immediately preceding sentences,
no limited right may be exercised by an employee who is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended,  until the expiration of six
months from the date of grant of the limited right.

     Upon the exercise of limited rights,  the participant shall receive in cash
an amount equal to the product computed by multiplying (i) the excess of (a) the
highest fair market  value per share of Common  Stock  during the 60-day  period
ending on the date the limited  right is  exercised  (or, if greater,  the price
offered for a share of Common Stock  pursuant to a tender offer  pending  during
such  period)  over (b) the Option  price per share of Common Stock at which the
related  Option is exercisable by (ii) the number of shares of Common Stock with
respect  to which the  limited  right is being  exercised.  Notwithstanding  the
foregoing,  in case of a limited  right granted in respect of an ISO, the holder
may not receive an amount in excess of such amount as will enable such Option to
qualify as an ISO.

     Upon exercise of a limited  right,  such related Option and any related SAR
shall cease to be  exercisable  to the extent of the shares of Common Stock with
respect  to  which  such  limited  right is  exercised.  Upon  the  exercise  or
termination of a related Option,  the limited right with respect to such related
Option shall  terminate to the extent of the shares of Common Stock with respect
to which the related Option was exercised or terminated.

15.  Dilution or Other Adjustment

     If the Company is a party to any merger or consolidation,  or undergoes any
separation, reorganization or liquidation, the Board of Directors of the Company
shall  have the power to make  arrangements,  which  shall be  binding  upon the
holders of  unexpired  Awards,  for the  substitution  of new Awards for, or the
assumption  by another  corporation  of, any unexpired  Awards then  outstanding
hereunder. In the case of any ISO, such action shall be taken only in the manner
and to the extent permitted by Sections 422 and 424 of the Code. In addition, in
the event of a reclassification,  stock split, combination of shares, separation
(including a spin-off), dividend on shares of the Common Stock payable in stock,
or other  similar  change in  capitalization  or in the  corporate  structure of
shares of the Common  Stock of the Company,  the  Committee  shall  conclusively
determine  the  appropriate  adjustment  in the  option  prices  of  outstanding
Options,  in the  number  and kind of  shares  or other  securities  as to which
outstanding  Awards shall be exercisable,  and in the aggregate number of shares
with  respect to which  Awards may be granted.  In the case of any ISO, any such
adjustment in the shares or other  securities  subject to the ISO (including any
adjustment  in the  Option  price)  shall  be  made  in  such  manner  as not to
constitute a modification  as defined by Section  424(h)(3) of the Code and only
to the extent permitted by Sections 422 and 424 of the Code.


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16.  Assignability

     No Award  granted  under  this Plan  shall be sold,  pledged,  assigned  or
transferred  other than by will or the laws of  descent  and  distribution,  and
Awards shall be exercisable during the employee's lifetime only by the employee.

17.  Amendment or Termination

     The Board of  Directors  of the Company  may at any time amend,  suspend or
terminate  the  Plan  provided,  however,  that  (i) no  change  in  any  Awards
previously  granted may be made without the consent of the holder thereof,  (ii)
no  amendment  (other than an  amendment  authorized  by Section 15) may be made
increasing  the  aggregate  number of shares of the Common Stock with respect to
which Awards may be granted,  reducing the minimum option price at which Options
may be  granted,  extending  the  maximum  period  during  which  Awards  may be
exercised  or  changing  the  class of  employees  eligible  to  receive  Awards
hereunder,  without the approval of the holders of a majority of the outstanding
voting shares of the Company.

18.  General Provisions

     No Awards may be exercised by the holder thereof if such exercise,  and the
receipt  of cash or stock  thereunder,  would  be,  in the  opinion  of  counsel
selected  by  the  Company,  contrary  to law or  the  regulations  of any  duly
constituted authority having jurisdiction over the Plan.

     Absence on leave approved by a duly  constituted  officer of the Company or
any of its subsidiaries  shall not be considered  interruption or termination of
service  of any  employee  for  any  purposes  of the  Plan  or  Awards  granted
thereunder,  except that no Awards may be granted to an employee while he or she
is absent on leave.

     No Award recipient  shall have any rights as a shareholder  with respect to
any shares  subject to Awards  granted to him or her under the Plan prior to the
date as of which he or she is  actually  recorded  as the holder of such  shares
upon the stock records of the Company.

     Nothing contained in the Plan or in Awards granted  thereunder 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 the right of the Company or any of
its subsidiaries to terminate his or her employment at any time.

     Any Award  agreement  may provide  that stock  issued upon  exercise of any
Awards may be  subject  to such  restrictions,  including,  without  limitation,
restrictions as to  transferability  and restrictions  constituting  substantial
risks or  forfeiture  as the  Committee  may determine at the time such Award is
granted.


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19.  Effective Date

     The Plan shall become effective on the date of its adoption by the Board of
Directors  of the  Company  subject to  approval of the Plan by the holders of a
majority of the outstanding  voting shares of the Company within 12 months after
the date of the Plan's adoption by said Board of Directors.  In the event of the
failure to obtain such shareholder approval, the Plan shall be null and void and
the Company shall have no liability thereunder.  No Award granted under the Plan
shall be exercisable until such shareholder approval has been obtained.

20.  Termination

     No Award may be  granted  under the Plan on or after the date  which is ten
(10) years  following  the  effective  date  specified in Section 19, but Awards
previously granted may be exercised in accordance with their terms.

21.  Governing Law

     The Plan and such  Options as may be  granted  thereunder  and all  related
matters shall be governed by, and construed and enforced in accordance with, the
laws of the  State of New  York,  from time to time  obtaining,  without  giving
effect to conflict of law principles thereof.


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