Exhibit 10.1

                          SECURECARE TECHNOLOGIES, INC.
                             2007 STOCK OPTION PLAN

                               ARTICLE 1. THE PLAN

1.1 Title. This plan is entitled the "2007 Stock Option Plan" (the "Plan") of
SecureCARE Technologies, Inc., a Nevada corporation (the "Company").

1.2 Purpose. The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to senior management of the
Company and any Related Company, as defined below, to acquire and maintain stock
ownership in the Company in order to give senior management the opportunity to
participate in the Company's growth and success, and to encourage them to remain
in the service of the Company or a Related Company.

                             ARTICLE 2. DEFINITIONS

The following terms will have the following meanings in the Plan:

"Board" means the Board of Directors of the Company.

"Cause," unless otherwise defined in the instrument evidencing the award or in
an employment or services agreement between the Company or a Related Company and
a Participant, means a material breach of the employment or services agreement,
dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential
information or trade secrets, or conviction or confession of any felony or
misdemeanor involving moral turpitude where all right of appeal shall have been
exhausted or shall have lapsed, in each case as determined by the Plan
Administrator, and its determination shall be conclusive and binding. Where the
Optionee has an employment or consulting agreement with the Company, the
definition of "cause" in such agreement shall be incorporated herein as well as
in any option granted to the Optionee hereunder and shall be controlling.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Common Stock" means the common stock, par value $0.001 per share, of the
Company.

"Corporate Transaction," unless otherwise defined in the instrument evidencing
the Option or in a written employment or services agreement between the Company
or a Related Company and a Participant, means consummation of either.

         (a) a merger or consolidation of the Company with or into any other
         corporation, entity or person or

         (b) a sale, lease, exchange or other transfer in one transaction or a
         series of related transactions of all or substantially all the
         Company's outstanding securities or all or substantially all the
         Company's assets; provided, however, that a Corporate Transaction shall
         not include a Related Party Transaction.

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"Disability," unless otherwise defined by the Plan Administrator, means a mental
or physical impairment of the Participant that is expected to result in death or
that has lasted or is expected to last for a continuous period of 12 months or
more and that causes the Participant to be unable, in the opinion of the
Company, to perform his or her duties for the Company or a Related Company and
to be engaged in any substantial gainful activity.

"Employment Termination Date" means, with respect to a Participant, the first
day upon which the Participant no longer has an employment or service
relationship with the Company or any Related Company.

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

"Fair Market Value" means the per share value of the Common Stock determined as
follows (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; (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 ask 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 if it
is available, the price of the last actual trade is to be used on the last
trading day immediately preceding such date; or (c) if there is no such reported
market for the Common Stock for the date in question, then an amount determined
in good faith by the Plan Administrator.

"Grant Date" means the date on which the Plan Administrator completes the
corporate action relating to the grant of an Option or such later date specified
by the Plan Administrator, and on which all conditions precedent to the grant
have been satisfied, provided that conditions to the exercisability or vesting
of Options shall not defer the Grant Date.

"Incentive Stock Option" means an Option granted with the intention, as
reflected in the instrument evidencing the Option, that it qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

"Non-qualified Stock Option" means an Option other than an Incentive Stock
Option.

"Option" means the right to purchase Common Stock granted under Article 7.

"Option Expiration Date" has the meaning set forth in Article 7.6.

"Option Term" has the meaning set forth in Article 7.3.

"Participant" means the person to whom an Option is granted and who meets the
eligibility requirements imposed by Article 5.

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"Plan Administrator" has the meaning set forth in Article 3.1.

"Related Company" means any entity that, directly or indirectly, is in control
of or is controlled by the Company.

"Related Party Transaction" means (a) a merger or consolidation of the Company
in which the holders of shares of Common Stock immediately prior to the merger
hold at least a majority of the shares of Common Stock in the Successor
Corporation immediately after the merger; (b) a sale, lease, exchange or other
transaction in one transaction or a series of related transactions of all or
substantially all the Company's assets to a wholly-owned subsidiary corporation;
(c) a mere reincorporation of the Company; or (d) a transaction undertaken for
the sole purpose of creating a holding company that will be owned in
substantially the same proportion by the persons who held the Company's
securities immediately before such transaction.

"Retirement," unless otherwise defined by the Plan Administrator from time to
time for purposes of the Plan, means retirement on or after the individual's
normal retirement date under the Company's 401(k) plan or other similar
successor plan applicable to salaried employees.

"Securities Act" means the Securities Act of 1933, as amended.

"Successor Corporation" has the meaning set forth in Article 11.3.1.

"Vesting Commencement Date" means the Grant Date or such other date selected by
the Plan Administrator as the date from which the Option begins to vest for
purposes of Article 7.4.

                            ARTICLE 3. ADMINISTRATION

3.1 Plan Administrator. The Plan shall be administered by the Board or a
committee appointed by, and consisting of two or more members of, the Board (the
"Plan Administrator"). If and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in
selecting the members of any committee acting as Plan Administrator, with
respect to any persons subject or likely to become subject to Section 16 of the
Exchange Act, the provisions regarding (a) "outside directors" as contemplated
by Section 162(m) of the Code and (b) "non-employee directors" as contemplated
by Rule 16b-3 under the Exchange Act. Committee members shall serve for such
term as the Board may determine, subject to removal by the Board at any time. At
any time when no committee has been appointed to administer the Plan, then the
Board will be the Plan Administrator.

3.2 Administration and Interpretation by Plan Administrator. Except for the
terms and conditions explicitly set forth in the Plan, the Plan Administrator
shall have exclusive authority, in its discretion, to determine all matters
relating to Options under the Plan, including the selection of individuals to be
granted Options, the type of Options, the number of shares of Common Stock
subject to an Option, all terms, conditions, restrictions and limitations, if
any, of an Option and the terms of any instrument that evidences the Option. The

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Plan Administrator shall also have exclusive authority to interpret the Plan and
the terms of any instrument evidencing the Option and may from time to time
adopt and change rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines.

                      ARTICLE 4. STOCK SUBJECT TO THE PLAN

4.1 Authorized Number of Shares. Subject to adjustment from time to time as
provided in Article 11.1, the number of shares of Common Stock available for
issuance under the Plan shall be 425,000 shares.

4.2 Reuse of Shares. Any shares of Common Stock that have been made subject to
an Option that cease to be subject to the Option (other than by reason of
exercise or settlement of the Option to the extent it is exercised for or
settled in shares) shall again be available for issuance in connection with
future grants of Options under the Plan. In the event shares issued under the
Plan are reacquired by the Company pursuant to any forfeiture provision or right
of repurchase, such shares shall again be available for the purposes of the
Plan; provided, however, that the maximum number of shares that may be issued
upon the exercise of Incentive Stock Options shall equal the share number stated
in Article 4.1, subject to adjustment from time to time as provided in Article
11.1; and provided, further, that for purposes of Article 4.3, any such shares
shall be counted in accordance with the requirements of Section 162(m) of the
Code.

4.3 Limitations. Subject to adjustment from time to time as provided in Article
11.1, not more than an aggregate of 425,000 shares shall be available for
issuance pursuant to grants of Stock Options under the Plan.

                             ARTICLE 5. ELIGIBILITY

         An Option may be granted to any officer or employee of the Company or a
Related Company that the Plan Administrator from time to time selects.

                               ARTICLE 6. OPTIONS

6.1 Form and Grant of Options. The Plan Administrator shall have the authority,
in its sole discretion, to determine the type or types of Options to be granted
under the Plan. Options may be granted singly or in combination.

6.2 Settlement of Options. The Company may settle Options through the delivery
of shares of Common Stock, the granting of replacement Options or any
combination thereof as the Plan Administrator shall determine. Any Option
settlement, including payment deferrals, may be subject to such conditions,
restrictions and contingencies as the Plan Administrator shall determine. The
Plan Administrator may permit or require the deferral of any Option payment,
subject to such rules and procedures as it may establish, which may include

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provisions for the payment or crediting of interest, or dividend equivalents,
including converting such credits into deferred stock equivalents.

                          ARTICLE 7. GRANTS OF OPTIONS

7.1 Grant of Options. The Plan Administrator shall have the authority, in its
sole discretion, to grant Options as Incentive Stock Options or as Non-qualified
Stock Options, which shall be appropriately designated.

7.2 Option Exercise Price. The exercise price for shares purchased under an
Option shall be as determined by the Plan Administrator, provided that:

         (a) the exercise price for Options granted to Participants shall not be
         less than the minimum exercise price required by Article 8.3 with
         respect to Incentive Stock Options and shall not be less than 85% of
         Fair Market Value of the Common Stock on the Grant Date with respect to
         Non-qualified Stock Options;

7.3 Term of Options. Subject to earlier termination in accordance with the terms
of the Plan and the instrument evidencing the Option, the maximum term of an
Option (the "Option Term") shall be as established for that Option by the Plan
Administrator or, if not so established, shall be ten years from the Grant Date.

7.4 Exercise of Options. The Plan Administrator shall establish and set forth in
each instrument that evidences an Option the time at which, or the installments
in which, the Option shall vest and become exercisable, any of which provisions
may be waived or modified by the Plan Administrator at any time. The Plan
Administrator, in its sole discretion, may adjust the vesting schedule of an
Option held by a Participant who works less than "full-time" as that term is
defined by the Plan Administrator or who takes a Company-approved leave of
absence. To the extent an Option has vested and become exercisable, the Option
may be exercised in whole or from time to time in part by delivery to the
Company of a written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator, setting forth
the number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the Plan
Administrator, accompanied by payment in full as described in Article 7.5. An
Option may be exercised only for whole shares and may not be exercised for less
than a reasonable number of shares at any one time, as determined by the Plan
Administrator.

7.5 Payment of Exercise Price. The exercise price for shares purchased under an
Option shall be paid in full to the Company by delivery of consideration equal
to the product of the Option exercise price and the number of shares purchased.
Such consideration must be paid before the Company will issue the shares being
purchased and must be in a form or a combination of forms acceptable to the Plan
Administrator for that purchase, which forms may include:

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         (a) cash;
         (b) check;
         (c) tendering (either actually or, if the Common Stock is registered
         under Section 12(b) or 12(g) of the Exchange Act, by attestation)
         shares of Common Stock already owned by the Participant for at least
         six months (or any shorter period necessary to avoid a charge to the
         Company's earnings for financial reporting purposes) that on the day
         prior to the exercise date have a Fair Market Value equal to the
         aggregate exercise price of the shares being purchased under the
         Option; (d) if the Common Stock is registered under Section 12(b) or
         12(g) of the Exchange Act, delivery of a properly executed exercise
         notice, together with irrevocable instructions to a brokerage firm
         designated by the Company to deliver promptly to the Company the
         aggregate amount of sale or loan proceeds to pay the Option exercise
         price and any withholding tax obligations that may arise in connection
         with the exercise, all in accordance with the regulations of the
         Federal Reserve Board; or (e) surrendering unexercised options with an
         intrinsic value (Market Value on date of exercise of underlying shares
         minus exercise price of options surrendered) equal to the exercise
         price of the options being exercised.

7.6 Post-Termination Exercises. The Plan Administrator shall establish and set
forth in each instrument that evidences an Option whether the Option shall
continue to be exercisable, and the terms and conditions of such exercise, if
the Participant ceases to be employed by, or to provide services to, the Company
or a Related Company, which provisions may be waived or modified by the Plan
Administrator at any time. If not so established in the instrument evidencing
the Option, the Option shall be exercisable according to the following terms and
conditions, which may be waived or modified by the Plan Administrator at any
time:

         (a) Except as otherwise set forth in this Article 7.6, any portion of
         an Option that is not vested and exercisable on the Employment
         Termination Date shall expire on such date.

         (b) Any portion of an Option that is vested and exercisable on the
         Employment Termination Date shall expire on the earliest to occur of:

                  (i) if the Participant's Employment Termination Date occurs
for reasons other than Cause, Retirement, Disability or death, the day which is
three months after such Employment Termination Date;

                  (ii) if the Participant's Employment Termination Date occurs
by reason of Retirement, Disability or death, the one- year anniversary of such
Employment Termination Date; and

                  (iii) the last day of the Option Term (the "Option Expiration
Date").

         Notwithstanding the foregoing, if the Participant dies after his or her
Employment Termination Date but while an Option is otherwise exercisable, the
portion of the Option that is vested and exercisable on such Employment
Termination Date shall expire upon the earlier to occur of (1) the Option
Expiration Date and (2) the one-year anniversary of the date of death, unless
the Plan Administrator determines otherwise.

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         Also notwithstanding the foregoing, in case of termination of the
Participant's employment or service relationship for Cause, all Options granted
to that Participant shall automatically expire upon first notification to the
Participant of such termination, unless the Plan Administrator determines
otherwise. If a Participant's employment or service relationship with the
Company is suspended pending an investigation of whether the Participant shall
be terminated for Cause, all the Participant's rights under any Option shall
likewise be suspended during the period of investigation. If any facts that
would constitute termination for Cause are discovered after the Participant's
relationship with the Company or a Related Company has ended, any Option then
held by the Participant may be immediately terminated by the Plan Administrator,
in its sole discretion.

         (c) A Participant's transfer of employment or service relationship
         between or among the Company and any Related Company, or a change in
         status from an employee to a consultant, agent, advisor or independent
         contractor or a change in status from a consultant, agent, advisor or
         independent contractor to an employee, shall not be considered a
         termination of employment or service relationship for purposes of this
         Article 7. Unless the Plan Administrator determines otherwise, a
         termination of employment or service relationship shall be deemed to
         occur if a Participant's employment or service relationship is with an
         entity that has ceased to be a Related Company.

         (d) The effect of a Company-approved leave of absence on the
         application of this Article 7 shall be determined by the Plan
         Administrator, in its sole discretion.

         (e) If a Participant's employment or service relationship with the
         Company or a Related Company terminates by reason of Disability or
         death, the Option shall become fully vested and exercisable for all the
         shares subject to the Option. Such Option shall remain exercisable for
         the time period set forth in this Article 7.6.

         (f) Notwithstanding anything herein to the contrary, if the Optionee
         has an employment or consulting agreement with the Company, any
         provisions relating to the effect of termination on granted options in
         such agreement shall be incorporated herein as well as in any option
         granted to the Optionee hereunder and shall be controlling.

                  ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS

         Notwithstanding any other provisions of the Plan, and to the extent
required by Section 422 of the Code, Incentive Stock Options shall be subject to
the following additional terms and conditions:

8.1 Dollar Limitation. To the extent the aggregate Fair Market Value (determined
as of the Grant Date) of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time during any calendar year (under the
Plan and all other stock option plans of the Company) exceeds $100,000, such
portion in excess of $100,000 shall be treated as a Non-qualified Stock Option.
In the event the Participant holds two or more such Options that become
exercisable for the first time in the same calendar year, such limitation shall
be applied on the basis of the order in which such Options are granted.

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8.2 Eligible Employees. Individuals who are not employees of the Company or one
of its parent corporations or subsidiary corporations may not be granted
Incentive Stock Options.

8.3 Exercise Price. The exercise price of an Incentive Stock Option shall be at
least 100% of the Fair Market Value of the Common Stock on the Grant Date, and
in the case of an Incentive Stock Option granted to a Participant who owns more
than 10% of the total combined voting power of all classes of the stock of the
Company or of its parent or subsidiary corporations (a "Ten Percent
Stockholder"), shall not be less than 110% of the Fair Market Value of the
Common Stock on the Grant Date. The determination of more than 10% ownership
shall be made in accordance with Section 422 of the Code.

8.4 Exercisability. An Option designated as an Incentive Stock Option shall
cease to qualify for favorable tax treatment as an Incentive Stock Option to the
extent it is exercised (if permitted by the terms of the Option) (a) more than
three months after the Employment Termination Date if termination was for
reasons other than death or disability, (b) more than one year after the
Employment Termination Date if termination was by reason of disability, or (c)
after the Participant has been on leave of absence for more than 90 days, unless
the Participant's re-employment rights are guaranteed by statute or contract.

8.5 Taxation of Incentive Stock Options. In order to obtain certain tax benefits
afforded to Incentive Stock Options under Section 422 of the Code, the
Participant must hold the shares acquired upon the exercise of an Incentive
Stock Option for two years after the Grant Date and one year after the date of
exercise. A Participant may be subject to the alternative minimum tax at the
time of exercise of an Incentive Stock Option. The Participant shall give the
Company prompt notice of any disposition of shares acquired on the exercise of
an Incentive Stock Option prior to the expiration of such holding periods.

8.6 Code Definitions. For the purposes of this Article 8, "parent corporation,"
"subsidiary corporation" and "disability" shall have the meanings attributed to
those terms for purposes of Section 422 of the Code.

                             ARTICLE 9. WITHHOLDING

9.1 General. The Company may require the Participant to pay to the Company the
amount of any taxes that the Company is required by applicable federal, state,
local or foreign law to withhold with respect to the grant, vesting or exercise
of an Option. The Company shall not be required to issue any shares Common Stock
under the Plan until such obligations are satisfied.

9.2 Payment of Withholding Obligations in Cash or Shares. The Plan Administrator
may permit or require a Participant to satisfy all or part of his or her tax
withholding obligations by (a) paying cash to the Company, (b) having the
Company withhold from any cash amounts otherwise due or to become due from the
Company to the Participant, (c) having the Company withhold a portion of any
shares of Common Stock that would otherwise be issued to the Participant having
a value equal to the tax withholding obligations (up to the employer's minimum
required tax withholding rate), or (d) surrendering any shares of Common Stock

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that the Participant previously acquired having a value equal to the tax
withholding obligations (up to the employer's minimum required tax withholding
rate to the extent the Participant has held the surrendered shares for less than
six months).

                            ARTICLE 10. ASSIGNABILITY

         Neither an Option nor any interest therein may be assigned, pledged or
transferred by the Participant or made subject to attachment or similar
proceedings other than by will or by the applicable laws of descent and
distribution, and, during the Participant's lifetime, such Options may be
exercised only by the Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole
discretion, may permit a Participant to assign or transfer an Option or may
permit a Participant to designate a beneficiary who may exercise the Option or
receive payment under the Option after the Participant's death; provided,
however, that any Option so assigned or transferred shall be subject to all the
terms and conditions of the Plan and those contained in the instrument
evidencing the Option.

                             ARTICLE 11. ADJUSTMENTS

11.1 Adjustment of Shares. In the event, at any time or from time to time, a
stock dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to stockholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure, including, without limitation, a Related Party Transaction, results
in (a) the outstanding shares of Common Stock, or any securities exchanged
therefore or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other corporation or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock of the Company, then the
Plan Administrator shall make proportional adjustments in (i) the maximum number
and kind of securities subject to the Plan and issuable as Incentive Stock
Options as set forth in Article 4 and the maximum number and kind of securities
that may be made subject to Options and to Options to any individual as set
forth in Article 4.3, and (ii) the number and kind of securities that are
subject to any outstanding Award and the per share price of such securities,
without any change in the aggregate price to be paid therefore. The
determination by the Plan Administrator as to the terms of any of the foregoing
adjustments shall be conclusive and binding. Notwithstanding the foregoing, a
dissolution or liquidation of the Company or a Corporate Transaction shall not
be governed by this Article 11.1 but shall be governed by Articles 11.2 and
11.3, respectively.

11.2 Dissolution or Liquidation. To the extent not previously exercised or
settled, and unless otherwise determined by the Plan Administrator in its sole
discretion, Options shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
right applicable to an Option has not been waived by the Plan Administrator, the
Option shall be forfeited immediately prior to the consummation of the
dissolution or liquidation.

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11.3 Corporate Transactions and their effect on Options.

         (a) In the event of a Corporate Transaction, except as otherwise
         provided in the instrument evidencing an Option (or in a written
         employment or services agreement between a Participant and the Company
         or Related Company) and except as provided in subsection (b) below,
         each outstanding Option shall be assumed or an equivalent option or
         right substituted by the surviving corporation, the successor
         corporation or its parent corporation, as applicable (the "Successor
         Corporation").

         (b) If, in connection with a Corporate Transaction, the Successor
         Corporation refuses to assume or substitute for an Option, then each
         such outstanding Option shall become fully vested and exercisable with
         respect to 100% of the un-vested portion of the Option. In such case,
         the Plan Administrator shall notify the Participant in writing or
         electronically that the un-vested portion of the Option specified above
         shall be fully vested and exercisable for a specified time period. At
         the expiration of the time period, the Option shall terminate, provided
         that the Corporate Transaction has occurred.

         (c) For the purposes of this Article 11.3, the Option shall be
         considered assumed or substituted for if following the Corporate
         Transaction the option or right confers the right to purchase or
         receive, for each share of Common Stock subject to the Option
         immediately prior to the Corporate Transaction, the consideration
         (whether stock, cash, or other securities or property) received in the
         Corporate Transaction by holders of Common Stock for each share held on
         the effective date of the transaction (and if holders were offered a
         choice of consideration, the type of consideration chosen by the
         holders of a majority of the outstanding shares); provided, however,
         that if such consideration received in the Corporate Transaction is not
         solely common stock of the Successor Corporation, the Plan
         Administrator may, with the consent of the Successor Corporation,
         provide for the consideration to be received upon the exercise of the
         Option, for each share of Common Stock subject thereto, to be solely
         common stock of the Successor Corporation substantially equal in fair
         market value to the per share consideration received by holders of
         Common Stock in the Corporate Transaction. The determination of such
         substantial equality of value of consideration shall be made by the
         Plan Administrator and its determination shall be conclusive and
         binding.

         (d) All Options shall terminate and cease to remain outstanding
         immediately following the Corporate Transaction, except to the extent
         assumed by the Successor Corporation.

11.4 Further Adjustment of Options. Subject to Articles 11.2 and 11.3, the Plan
Administrator shall have the discretion, exercisable at any time before a sale,
merger, consolidation, reorganization, liquidation or change of control of the
Company, as defined by the Plan Administrator, to take such further action as it
determines to be necessary or advisable, and fair and equitable to the
Participants, with respect to Options. Such authorized action may include (but
shall not be limited to) establishing, amending or waiving the type, terms,
conditions or duration of, or restrictions on, Options so as to provide for

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earlier, later, extended or additional time for exercise, lifting restrictions
and other modifications, and the Plan Administrator may take such actions with
respect to all Participants, to certain categories of Participants or only to
individual Participants. The Plan Administrator may take such action before or
after granting Options to which the action relates and before or after any
public announcement with respect to such sale, merger, consolidation,
reorganization, liquidation or change of control that is the reason for such
action.

11.5 Limitations. The grant of Options shall in no way affect the Company's
right to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.

11.6 Fractional Shares. In the event of any adjustment in the number of shares
covered by any Option, each such Option shall cover only the number of full
shares resulting from such adjustment.

                      ARTICLE 12. AMENDMENT AND TERMINATION

12.1 Amendment or Termination of Plan. The Board may suspend, amend or terminate
the Plan or any portion of the Plan at any time and in such respects as it shall
deem advisable; provided, however, that to the extent required for compliance
with Section 422 of the Code or any applicable law or regulation, stockholder
approval shall be required for any amendment that would (a) increase the total
number of shares available for issuance under the Plan, (b) modify the class of
employees eligible to receive Options, or (c) otherwise require stockholder
approval under any applicable law or regulation. Any amendment made to the Plan
that would constitute a "modification" to Incentive Stock Options outstanding on
the date of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only.

12.2 Term of Plan. Unless sooner terminated as provided herein, the Plan shall
terminate ten years after the earlier of the Plan's adoption by the Board and
approval by the stockholders.

12.3 Consent of Participant. The suspension, amendment or termination of the
Plan or a portion thereof or the amendment of an outstanding Option shall not,
without the Participant's consent, materially adversely affect any rights under
any Option theretofore granted to the Participant under the Plan. Any change or
adjustment to an outstanding Incentive Stock Option shall not, without the
consent of the Participant, be made in a manner so as to constitute a
"modification" that would cause such Incentive Stock Option to fail to continue
to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any
adjustments made pursuant to Article 12 shall not be subject to these
restrictions.

                               ARTICLE 13. GENERAL

13.1 Evidence of Options. Options granted under the Plan shall be evidenced by a
written instrument that shall contain such terms, conditions, limitations and
restrictions as the Plan Administrator shall deem advisable and that are not
inconsistent with the Plan.

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13.2 No Individual Rights. Nothing in the Plan or any Option granted under the
Plan shall be deemed to constitute an employment contract or confer or be deemed
to confer on any Participant any right to continue in the employ of, or to
continue any other relationship with, the Company or any Related Company or
limit in any way the right of the Company or any Related Company to terminate a
Participant's employment or other relationship at any time, with or without
Cause.

13.3 Issuance of Shares. Notwithstanding any other provision of the Plan, the
Company shall have no obligation to issue or deliver any shares of Common Stock
under the Plan or make any other distribution of benefits under the Plan unless,
in the opinion of the Company's counsel, such issuance, delivery or distribution
would comply with all applicable laws (including, without limitation, the
requirements of the Securities Act), and the applicable requirements of any
securities exchange or similar entity.

13.4 No Obligation to Register Shares. The Company shall be under no obligation
to any Participant to register for offering or resale or to qualify for
exemption under the Securities Act, or to register or qualify under state
securities laws, any shares of Common Stock, security or interest in a security
paid or issued under, or created by, the Plan, or to continue in effect any such
registrations or qualifications if made. The Company may issue certificates for
shares with such legends and subject to such restrictions on transfer and
stop-transfer instructions as counsel for the Company deems necessary or
desirable for compliance by the Company with federal and state securities laws.
To the extent the Plan or any instrument evidencing an Option provides for
issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a non-certificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.

13.5 No Rights as a Stockholder. No Option or Stock Option denominated in units
shall entitle the Participant to any cash dividend, voting or other right of a
stockholder unless and until the date of issuance under the Plan of the shares
that are the subject of such Option.

13.6 Compliance With Laws and Regulations. Notwithstanding anything in the Plan
to the contrary, the Plan Administrator, in its sole discretion, may bifurcate
the Plan so as to restrict, limit or condition the use of any provision of the
Plan to Participants who are officers or directors subject to Section 16 of the
Exchange Act without so restricting, limiting or conditioning the Plan with
respect to other Participants. Additionally, in interpreting and applying the
provisions of the Plan, any Option granted as an Incentive Stock Option pursuant
to the Plan shall, to the extent permitted by law, be construed as an "incentive
stock option" within the meaning of Section 422 of the Code.

13.7 Participants in Other Countries. The Plan Administrator shall have the
authority to adopt such modifications, procedures and subplans as may be
necessary or desirable to comply with provisions of the laws of other countries
in which the Company or any Related Company may operate to assure the viability
of the benefits from Options granted to Participants employed in such countries
and to meet the objectives of the Plan.

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<PAGE>

13.8 No Trust or Fund. The Plan is intended to constitute an "unfunded" plan.
Nothing contained herein shall require the Company to segregate any monies or
other property, or shares of Common Stock, or to create any trusts, or to make
any special deposits for any immediate or deferred amounts payable to any
Participant, and no Participant shall have any rights that are greater than
those of a general unsecured creditor of the Company.

13.9 Severability. If any provision of the Plan or any Option is determined to
be invalid, illegal or unenforceable in any jurisdiction, or as to any person,
or would disqualify the Plan or any Option under any law deemed applicable by
the Plan Administrator, such provision shall be construed or deemed amended to
conform to applicable laws, or, if it cannot be so construed or deemed amended
without, in the Plan Administrator's determination, materially altering the
intent of the Plan or the Option, such provision shall be stricken as to such
jurisdiction, person or Option, and the remainder of the Plan and any such
Option shall remain in full force and effect.

13.10 Choice of Law. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Nevada without giving
effect to principles of conflicts of law.

                           ARTICLE 14. EFFECTIVE DATE

         The effective date is the date on which the Plan is adopted by the
Board. If the stockholders of the Company do not approve the Plan within 12
months after the Board's adoption of the Plan, any Incentive Stock Options
granted under the Plan will be treated as Non-qualified Stock Options.



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