EXHIBIT 10.2

                                 NS8 CORPORATION
                             2004 STOCK OPTION PLAN

                               SECTION 1.  PURPOSE

     The  purposes  of this 2004 Stock Option Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional  incentive  to  certain individuals providing services to the Company
and its Subsidiaries, and to promote the success of the Company's businesses and
thereby  enhance  long-term  shareholder  value.  Options granted under the Plan
shall  be  nonqualified  stock  options.

                             SECTION 2.  DEFINITIONS

     As  used  herein,  the  following  definitions  shall  apply:

2.1     "Administrator"  means  the  Committee  or,  if  there  is no Committee,
         -------------
the  Board.  If  a  Committee  has  been  designated  but its authority has been
limited  by the Board, any responsibilities of the Administrator not assigned to
the  Committee  shall  be  retained  by  the  Board.

2.2     "Affiliate"  means  (a)  any entity that, directly or indirectly through
         ---------
one  or  more intermediaries, is controlled by the Company and (b) any entity in
which  the Company has a significant equity interest, in each case as determined
by  the  Committee,  and  may  include  a  Parent  or  Subsidiary.

2.3     "Applicable  Laws"  means  all  U.S.  and  Canadian  legal  requirements
         ----------------
relating to stock options, including U.S. state corporate laws, U.S. federal and
state  securities  laws, Canadian provincial securities laws, the Code, Canadian
tax  laws,  and  the  rules  of  any  applicable  Stock  Exchange.

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

2.5     "Cause" means willful misconduct with respect to, or that is harmful to,
         -----
the  Company or any of its Affiliates including, without limitation, dishonesty,
fraud,  unauthorized  use  or  disclosure  of  confidential information or trade
secrets  or  other  misconduct  (including, without limitation, conviction for a
felony),  in  each  case  as  reasonably  determined  by  the  Administrator.

2.6     "Change  in  Control"  shall  mean  any  of  the  following:
         -------------------

     (a) the acquisition of securities of the Company representing more than 50%
of the combined voting power of the Company's then outstanding securities by any
person  or  group of persons, except a Permitted Shareholder (as defined below),
acting  in  concert. A "Permitted Shareholder" means a holder, as of the date of
adoption  of  this  Plan,  of  voting  capital  stock  of  the  Company;

     (b)  a  consolidation  or merger of the Company in which the Company is not
the  continuing  or  surviving  corporation  or  pursuant to which shares of the
Company's outstanding capital stock are converted into cash, securities or other
property,  other  than  a  consolidation  or  merger of the Company in which the


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Company's shareholders immediately prior to the consolidation or merger have the
same  proportionate  ownership  of  voting  capital  stock  of  the  surviving
corporation  immediately  after  the  consolidation  or  merger;

     (c)  the sale, transfer or other disposition of all or substantially all of
the  assets  of  the  Company;  or

     (d) in the event that the shares of voting capital stock of the Company are
traded  on  an  established  securities  market:  a public announcement that any
person  has  acquired  or  has  the  right  to  acquire  beneficial ownership of
securities  of  the  Company  representing  more than 50% of the combined voting
power  of  the  Company's  then outstanding securities, and for this purpose the
terms  "person"  and  "beneficial ownership" shall have the meanings provided in
Section 13(d) of the Exchange Act or related rules promulgated by the Securities
and  Exchange  Commission;  or  the commencement of or public announcement of an
intention to make a tender offer or exchange offer for securities of the Company
representing  more  than  50% of the combined voting power of the Company's then
outstanding  securities.

2.7     "Code"  means  the  Internal  Revenue  Code  of  1986,  as amended.
         ----

2.8     "Committee"  means  a  committee of directors designated by the Board to
         ---------
administer  the Plan.  At any time that either Rule 16b-3 or Code Section 162(m)
applies  to  the Company, the Committee shall be comprised of not less than such
number  of  directors  as  shall be required to permit Options granted under the
Plan  to  qualify  under  Rule  16b-3, and each member of the Committee shall be
an"outside  director"  within  the  meaning  of  Section  162(m)  of  the  Code.

2.9     "Common  Stock"  means  the  common  stock  of  the  Company.
         -------------

2.10     "Company"  means  NS8  Corporation,  a  Delaware  corporation.
          -------

2.11     "Consultant" means any person, including an advisor or director, who is
          ----------
engaged by the Company or any Affiliate, Parent or Subsidiary to render services
and  who is not an Employee and to whom stock options may be granted pursuant to
Applicable  Law.

2.12     "Continuous  Status  as an Employee or Consultant" means the absence of
          ------------------------------------------------
any  interruption  or  termination  of  service  as  an  Employee or Consultant.
Continuous  Status  as  an  Employee  or  Consultant  shall  not  be  considered
interrupted  in  the case of:  (a) sick leave, military leave or any other leave
of  absence  approved  by  the  Administrator, provided that such leave is for a
period  of  not  more  than  ninety  (90)  days,  unless  re-employment upon the
expiration  of  such  leave  is  guaranteed  by  contract  or statute, or unless
provided  otherwise  pursuant  to  Company policy adopted from time to time; (b)
transfers  between  locations  of  the  Company  or  between  the  Company,  its
Affiliates  or  their  respective  successors; or (c) a change in status from an
Employee  to  a  Consultant  or  from  a  Consultant  to  an  Employee.

2.13     "Disability"  means  permanent  and total disability as defined in Code
          ----------
section  22(e)(3).

2.14     "Employee" means any person, including officers and directors (who meet
          --------
the  requirements  of  this  Section),  employed by the Company or any Parent or
Subsidiary  of  the Company, with the status of employment determined based upon
such  minimum  number  of  hours or periods worked as shall be determined by the
Administrator  in  its discretion, subject to any requirements of the Code.  The


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payment  of  a  director's  fee  by the Company to a director shall not alone be
sufficient  to  constitute"employment"  of  such  director  by  the  Company.

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

2.16     "Fair  Market  Value"  means,  as of any date, the price at which fully
          -------------------
informed  prudent  parties  would  engage  in a purchase and sale transaction if
neither  of them were under any compulsion to buy or sell, as determined in good
faith  by  the  Administrator  taking  into  account, to the extent relevant and
instructive,  the  following:

     (a)  if  the  Common Stock is listed on any established stock exchange or a
national  market  system,  including  without limitation the NASDAQ Stock Market
Inc. ("NASDAQ"), the weighted average of the closing sales prices for such stock
(or  the  closing  bid,  if  no sales were reported) as quoted on such system or
exchange,  or,  if there is more than one such system or exchange, the system or
exchange  with  the  greatest volume of trading in Common Stock for the ten (10)
market  trading days prior to the time of determination, as reported in The Wall
Street  Journal  or  such  other  source as the Administrator deems reliable; or

     (b)  if  the  Common Stock is quoted on the OTC Bulletin Board or regularly
quoted  by  a  recognized securities dealer but selling prices are not reported,
the  weighted  average of the mean between the high bid and low asked prices for
the  Common Stock for the for the ten (10) market trading days prior to the time
of determination, as reported in The Wall Street Journal or such other source as
the  Administrator  deems  reliable.

2.17     "Good  Reason" means the occurrence of any of the following events
          ------------
or  conditions  without  the  Optionee's  consent:

     (a)  a change in the Optionee's status, title, position or responsibilities
(including  reporting  responsibilities) that represents a substantial reduction
in  the  status,  title,  position  or responsibilities as in effect immediately
prior  thereto,  and  which  is  not  remedied  promptly after receipt of notice
thereof  from  the  Optionee;

     (b)  a  significant  reduction  (i.e.  a  reduction of at least 20%) in the
Optionee's  annual  base  salary that is not part of a Company-wide reduction of
salaries;  or

     (c)  the  Company requiring the Optionee to be based at any place outside a
200-mile  radius of his or her place of employment prior to a Change in Control,
except  for  reasonably  required  travel  on the Company's business that is not
materially greater than such travel requirements prior to the Change in Control.

2.18     "Option"  means  a  stock  option  granted  pursuant  to the Plan.
          ------

2.19     "Option  Agreement" means a written agreement between the Company and a
          -----------------
Optionee  relating  to  an  Option  under  the  Plan.

2.20     "Optioned  Stock"  means  the  Common  Stock  subject  to  an  Option.
          ---------------

2.21     "Optionee"  means  an  Employee  or  Consultant who receives an Option.
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2.22     "Parent"  means  a"parent  corporation,"  whether  now  or  hereafter
          ------
existing,  as defined in Section 424(e) of the Code, or any successor provision.

2.23     "Plan"  means  this  2004  Stock  Option  Plan.
          ----

2.24     "Reporting  Person"  means  an  officer,  director, or greater than ten
          -----------------
percent  (10%) shareholder of the Company within the meaning of Rule 16a-2 under
the  Exchange  Act, who is required to file reports pursuant to Rule 16a-3 under
the  Exchange  Act.

2.25     "Rule  16b-3"  means  Rule 16b-3 promulgated under the Exchange Act, as
          -----------
the  same  may  be  amended  from  time  to  time,  or  any successor provision.

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

2.27     "Share"  means  a  share  of  the  Common  Stock, as may be adjusted as
          -----
permitted  under  the  Plan.

2.28     "Stock Option Exercise Form" means that document attached to the Option
          --------------------------
Agreement  as  Schedule"A"  and  forming  a  part thereof  and that provides the
mechanism  whereby  the  Option  may  be  exercised.

2.29     "Stock  Exchange"  means any stock exchange or consolidated stock price
          ---------------
reporting  system  on  which prices for the Common Stock are quoted at any given
time.

2.30     "Subsidiary"  means a"subsidiary corporation," whether now or hereafter
          ----------
existing,  as defined in Section 424(f) of the Code, or any successor provision.

                      SECTION 3.  STOCK SUBJECT TO THE PLAN

     Subject  to the provisions for adjustment under the terms of this Plan, the
maximum aggregate number of shares that may be made subject to Options under the
Plan  is  thirty  million(30,000,000) shares of Common Stock.  The shares may be
authorized,  but  unissued,  or  reacquired  Common  Stock.  If an Option should
expire  or  become unexercisable for any reason without having been exercised in
full,  the  unpurchased  Shares that were subject thereto shall, unless the Plan
shall  have  been  terminated, become available for future grant under the Plan.
In  addition,  any shares of Common Stock which are retained by the Company upon
exercise  of an Option in order to satisfy the exercise price for such Option or
any  withholding  taxes  due  with respect to such exercise shall be treated for
purposes  of  this  limitation  as not issued and shall continue to be available
under  the  Plan.  Shares  repurchased by the Company pursuant to any repurchase
right  which  the Company may have shall not be available for future grant under
the  Plan.

                     SECTION 4.  ADMINISTRATION OF THE PLAN

4.1     Powers of the Administrator.  Subject to the provisions of the Plan
        ----------------------------
and  to  any  required  approval  of  any  relevant  authorities,  including the
approval,  if  required, of any Stock Exchange, the Administrator shall have the
authority,  in  its  discretion:

     (a)  to  determine the Fair Market Value of the Common Stock, in accordance
with  the  provisions  of  the  Plan;


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     (b)  to  select the Consultants and Employees to whom Options may from time
to  time  be  granted  hereunder;

     (c)  to determine whether and to what extent Options are granted hereunder;

     (d) to determine the number of shares of Common Stock to be covered by each
such  Option  granted  hereunder  and  the  type  of  each  such  Option;

     (e)  to  approve  forms  of  agreement  for  use  under  the  Plan;

     (f)  to  construe  and  interpret the terms of the Plan and Options granted
under  the  Plan;

     (g)  to  determine  vesting schedules and any other terms and conditions of
Options,  not  inconsistent  with  this  Plan;

     (h)  to  determine  whether  and  under what circumstances an Option may be
settled  in  Common  Stock  or  other  consideration  instead  of  cash;  and

     (i)  to  make  any  other  determination and take any other action that the
Administrator  deems  necessary or desirable for the administration of the Plan.

4.2     Delegation  of  Authority  to  Officers.  The  Administrator  may
        ----------------------------------------
delegate limited authority to specified officers of the Company to grant Options
under  the  Plan,  subject  to limitations as set forth in the document granting
such  authority.

4.3     Effect  of  Administrator's Decision.  All decisions, determinations and
        -------------------------------------
interpretations  of  the  Administrator  shall  be  final  and  binding  on  all
Optionees.

                       SECTION 5.  ELIGIBILITY FOR OPTIONS

     Stock  Options  may  be  granted  to  Employees  and  Consultants  who have
successfully  completed any probationary period related to their employment.  An
Employee  or  Consultant  who  has  been  granted an Option may, if he or she is
otherwise  eligible,  be  granted  additional  Options.

                          SECTION 6.  AWARDS OF OPTIONS

6.1     Term  of  Option.  The term of each Option shall be the term stated
        -----------------
in  the Option Agreement; provided, however, that the term shall be no more than
five  (5)  years  from  the date of grant thereof or such shorter term as may be
provided  in  the  Option  Agreement.

6.2     Option Exercise Price.  The per share exercise price for the Shares
        ----------------------
to  be  issued  pursuant  to  exercise  of  an  Option shall be such price as is
determined  by the Administrator and may be greater than or equal to Fair Market
Value  at  the  time  of  grant.

6.3     Consideration.  The consideration to be paid for the Shares to be issued
        --------------
upon exercise of an Option, including the method of payment, shall be determined
by  the  Administrator  and  may  consist  entirely  of  (a)  cash or check, (b)
cancellation  of  indebtedness  of  the Company to Optionee, (c) promissory note
(subject  to  approval by the Company, and provided that such note is for a term
of  not  greater  than  five  years  and  provides  for  a  reasonable  rate  of
interest),(d) surrender of other Shares that (i) have been owned by Optionee for


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more  than  six  months  on the date of surrender or such other period as may be
required  to  avoid  a  charge  to  the Company's earnings, and (ii) have a Fair
Market  Value  on the date of surrender equal to the aggregate exercise price of
Shares  to  be purchased by Optionee as to which such Option shall be exercised,
(e) if there is a public market for the Shares and they are registered under the
Securities  Act,  delivery  of a properly executed exercise notice together with
such  other  documentation  as  the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the  sale  or loan proceeds required to pay the aggregate exercise price and any
applicable  income  or  employment  taxes,  (f) any combination of the foregoing
methods  of  payment,  or (g) such other consideration and method of payment for
the issuance of Shares to the extent permitted under Applicable Laws.  In making
its  determination  as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected to
benefit  the  Company  or  result in the recognition of compensation expense (or
additional  compensation  expense)  for  financial  reporting  purposes.

6.4     Vesting  of  Options.
        ---------------------

     (a)  Vesting  Schedule.  Except  as  authorized  by  the  Administrator  as
          -----------------
permitted  under  the terms of this Plan, no Option will be exercisable until it
has vested.  The Administrator will specify the vesting schedule for each Option
at  the  time  of  grant  of the Option, provided that if no vesting schedule is
specified at the time of grant, the Option shall vest in full over the course of
two  years  from  date  of  grant  as  follows:

     (b)  If  no  other  vesting schedule is specified at the time of grant, the
Option  shall  vest  in  full over the course of two years from date of grant as
follows:

          (i)  twenty  five  percent (25%) of the total number of Shares granted
               under the Option shall vest six (6) months from the date of grant
               subject  to  the  condition  that  the  Optionee has maintained a
               Continuous Status as an Employee or Consultant of the Company, or
               of  an Affiliate, Parent or Subsidiary of the Company, as defined
               in  the  Plan;  and

          (ii) the  remaining  seventy-five  percent (75%) of the Shares granted
               under  the  Option  shall vest pro rata monthly over the eighteen
               (18)  months  following  the  date  that  the initial twenty five
               percent  (25%)  of  the  total number of Shares granted under the
               Option  vest,  subject  to  the  condition  that the Optionee has
               maintained  a  Continuous  Status as an Employee or Consultant of
               the  Company,  or  of  an  Affiliate, Parent or Subsidiary of the
               Company,  as  defined  in  the  Plan.

The  Administrator  may  specify a vesting schedule for all or any portion of an
Option  based  on  the achievement of performance objectives with respect to the
Company,  an  Affiliate,  Parent or Subsidiary, and/or Optionee, and as shall be
permissible  under  the  terms  of  the  Plan.

     (c)  Acceleration  of  Vesting.  The  vesting  of  one  or more outstanding
          -------------------------
Options  may  be  accelerated  by  the  Administrator  at such times and in such
amounts  as  it  determines  in its sole discretion.  The vesting of Options may
also  be  accelerated  in  connection  with  certain  corporate transactions, as
described  below.

6.5     Procedure  for  Exercise; Rights as a Shareholder.  An Option shall
        -------------------------------------------------
be deemed to be exercised when a Stock Option Contract Exercise Form in the form
attached  hereto  as  Schedule"B" has been duly completed, executed and given to


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the Company in accordance with the terms of the Option by the person entitled to
exercise  the  Option  and  the Company has received full payment for the Shares
with  respect  to which the Option is exercised.  An Option may not be exercised
for  a  fraction  of  a  Share.  Full  payment  may,  as  authorized  by  the
Administrator,  consist  of any consideration and method of payment as described
above.  Until  the  issuance (as evidenced by the appropriate entry on the books
of  the  Company  or  of a duly authorized transfer agent of the Company) of the
stock  certificate evidencing such Shares, no right to vote or receive dividends
or  any  other  rights as a shareholder shall exist with respect to the Optioned
Stock,  notwithstanding the exercise of the Option.  The Company shall issue (or
cause to be issued) such stock certificate promptly upon exercise of the Option.
No  adjustment  will  be made for a dividend or other right for which the record
date is prior to the date the stock certificate is issued, except as provided in
Section  8  of  the Plan.  Exercise of an Option in any manner shall result in a
decrease  in  the  number  of  Shares that thereafter may be available, both for
purposes  of  the Plan and for sale under the Option, by the number of Shares as
to  which  the  Option  is  exercised.

6.6     Exercise  After  Termination  of  Employment or Consulting Relationship.
        ------------------------------------------------------------------------
Except  as  otherwise  provided herein or in the applicable Option Agreement, in
the  event  of  termination  of a Optionee's Continuous Status as an Employee or
Consultant,  such  Optionee  may  exercise  his or her Option to the extent that
Optionee  was  entitled to exercise it at the date of such termination, but only
within three (3) months after the date of such termination (or such other longer
period  of  time  as  is  determined  by the Administrator).  In no event may an
Option be exercised later than the expiration date of the term of such Option as
set forth in the Option Agreement.  To the extent that Optionee was not entitled
to  exercise the Option at the date of such termination, or if Optionee does not
exercise  such  Option  to the extent so entitled within the time specified, the
Option  shall  terminate.

6.7     Disability  of Optionee. Notwithstanding the provisions set forth above,
        ------------------------
in  the event of termination of a Optionee's Continuous Status as an Employee or
Consultant  as  a result of his or her Disability, Optionee may, but only within
twelve  (12)  months  (or  such  other  longer  period  of  time,  if any, as is
determined  by  the Administrator) after the date of such termination (but in no
event  later than the expiration date of the term of such Option as set forth in
the  Option Agreement), exercise the Option to the extent he or she is otherwise
entitled  to  exercise  it  at the date of such termination.  To the extent that
Optionee  was not entitled to exercise the Option at the date of termination, or
if  Optionee  does not exercise such Option to the extent so entitled within the
time  specified  herein,  the  Option  shall  terminate.

6.8     Death  of  Optionee.  In the event of the death of a Optionee during the
        --------------------
period  of Continuous Status as an Employee or Consultant, or within thirty (30)
days following the termination of Optionee's Continuous Status as an Employee or
Consultant,  the  Option  may be exercised at any time within twelve (12) months
(or  such  other  longer  period  of  time,  if  any,  as  is  determined by the
Administrator)  after  the  date  of  death  (but  in  no  event  later than the
expiration  date  of  the  term  of  such  Option  as  set  forth  in the Option
Agreement),  by  Optionee's  estate  or  by  a  person who acquired the right to
exercise  the  Option by bequest or inheritance, but only to the extent Optionee
was  entitled  to  exercise  the Option at the date of death or, if earlier, the
date  of  termination of the Continuous Status as an Employee or Consultant.  To
the  extent that Optionee was not entitled to exercise the Option at the date of
death  or  termination,  as  the  case  may be, or if Optionee or the Optionee's
estate  (or,  as  applicable,  heirs,  personal  representative,  executor  or
administrator)  does  not  exercise such Option to the extent so entitled within
the  time  specified  herein,  the  Option  shall  terminate.

6.9     Termination  for Cause.  Notwithstanding the above, and unless otherwise
        -----------------------
set  forth  in  the  Option  Agreement,  if  Optionee's  Continuous Status as an
Employee  or  Consultant is terminated for Cause, the Option shall automatically
terminate  upon  first  notification to Optionee of such termination, unless the
Administrator  determines  otherwise.  If  Optionee's employment or services are
suspended  pending  an investigation of whether Optionee shall be terminated for



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Cause,  all  of  Optionee's  rights under any Option likewise shall be suspended
during  the  period  of  investigation.

6.10     Rule  16b-3.Options granted to Reporting Persons shall comply with Rule
         ------------
16b-3  and  shall  contain  such additional conditions or restrictions as may be
required  thereunder to qualify for the maximum exemption for Plan transactions.

6.11     Buyout  Provisions.  The Administrator may at any time offer to buy out
         -------------------
for  a  payment  in  cash or Shares, an Option previously granted, based on such
terms  and  conditions  as  the Administrator shall establish and communicate to
Optionee  at  the  time  that  such  offer  is  made.

6.12     Early Issuance and Repurchase Rights.  The Administrator shall have the
         -------------------------------------
discretion to authorize the issuance of unvested Shares pursuant to the exercise
of  an  Option.  In  the  event  of  termination of the Optionee's employment or
services, all Shares issued upon exercise of an Option which are unvested at the
time  of  cessation  of employment or services shall be non-transferable and the
Company  shall have the right to require the Optionee to sell such Shares to the
Company  if permitted by Applicable Law.  The price to be paid by the Company to
repurchase the Shares is governed by the Option Agreement.  All of the Company's
outstanding  repurchase  rights under this Section are assignable by the Company
at  any  time and shall remain in full force and effect in the event of a Change
in  Control; provided that if the vesting of Options is accelerated as permitted
under the Plan, the repurchase rights under this Section shall terminate and all
Shares  subject  to  such terminated rights shall immediately vest in full.  The
Administrator  shall have the discretionary authority, exercisable either before
or  after  the  Optionee's  cessation  of  employment or services, to cancel the
Company's  outstanding  repurchase  rights  with  respect  to one or more Shares
purchased  or purchasable by the Optionee under an Option and thereby accelerate
the  vesting  of  such  Shares  in  whole  or  in  part  at  any  time.

             SECTION 7.  SATISFACTION OF WITHHOLDING TAX OBLIGATIONS

7.1     Withholding Tax.  At the discretion of the Administrator, Optionees
        ----------------
may  satisfy  withholding  obligations  as  provided  in this paragraph.  When a
Optionee  incurs tax liability in connection with an Option, which tax liability
is  subject  to  tax  withholding  under  Applicable  Law  (including,  without
limitation,  income and payroll withholding taxes), and Optionee is obligated to
pay  the  Company  an  amount required to be withheld under applicable tax laws,
Optionee  may  satisfy the tax withholding obligation by one or some combination
of  the  following  methods:  (a) by cash payment, (b) out of Optionee's current
compensation,  (c)  if  permitted  by  the  Administrator, in its discretion, by
surrendering to the Company Shares that (i) have been owned by Optionee for more
than  six  (6)  months  on  the date of surrender or such other period as may be
required  to  avoid  a  charge  to  the Company's earnings, and (ii) have a fair
market  value  on  the  date  of  surrender  equal  to  (or  less than, if other
consideration  is  paid  to  the  Company to satisfy the withholding obligation)
Optionee's  marginal  tax  rate  times  the  ordinary income recognized, plus an
amount  equal  to  the  Optionee's  share  of any applicable payroll withholding
taxes,  or (d) if permitted by the Administrator, in its discretion, by electing
to  have  the Company withhold from the Shares to be issued upon exercise of the
Option,  if  any,  that number of Shares having a Fair Market Value equal to the
amount  required to be withheld.  For this purpose, the Fair Market Value of the
Shares  to be withheld shall be determined on the date that the amount of tax to
be withheld is to be determined (the"Tax Date").  In making its determination as
to  the  type  of  consideration  to accept, the Administrator shall consider if
acceptance  of  such  consideration  may  be  reasonably expected to benefit the
Company  or  result  in  the  recognition of compensation expense (or additional
compensation  expense)  for  financial  reporting  purposes.


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<PAGE>

7.2     Reporting  Persons.  Any  surrender  by a Reporting Person of previously
        -------------------
owned  Shares  to  satisfy  tax withholding obligations arising upon exercise of
this  Option  must comply with the applicable provisions of Rule 16b-3 and shall
be  subject  to  such  additional  conditions or restrictions as may be required
thereunder  to qualify for the maximum exemption from Section 16 of the Exchange
Act  with  respect  to  Plan  transactions.

7.3     Form  of  Election.  All elections by a Optionee to have Shares withheld
        -------------------
to  satisfy  tax  withholding  obligations  shall  be  made in writing in a form
acceptable to the Administrator and shall be subject to the following additional
restrictions:

     (a)  the  election  must  be  made  on or prior to the applicable Tax Date;

     (b)  once  made,  the  election  shall  be irrevocable as to the particular
Shares  of  the  Option  as  to  which  the  election  is  made;

     (c)  if  Optionee  is a Reporting Person, the election must comply with the
applicable  provisions  of  Rule  16b-3  and shall be subject to such additional
conditions  or  restrictions  as  may  be required thereunder to qualify for the
maximum  exemption  from  Section  16  of  the Exchange Act with respect to Plan
transactions;  and

     (d)  all  elections  shall  be subject to the consent or disapproval of the
Administrator.

7.4     Deferral  of  Tax  Date.  In  the event the election to have Shares
        ------------------------
withheld  is made by a Optionee and the Tax Date is deferred under Section 83 of
the  Code because no election is filed under Section 83(b) of the Code, Optionee
shall  receive  the  full  number  of Shares with respect to which the Option is
exercised but such Optionee shall be unconditionally obligated to tender back to
the  Company  the  proper  number  of  Shares  on  the  Tax  Date.

                             SECTION 8.  ADJUSTMENTS

8.1     Changes  in  Capitalization.  Subject to any required action by the
        ----------------------------
shareholders  of  the  Company, the number of Shares covered by each outstanding
Option,  and  the  number of Shares that have been authorized for issuance under
the  Plan  but  as  to  which no Options have yet been granted or that have been
returned  to  the  Plan upon cancellation or expiration of an Option, as well as
the  price  per  Share  covered  by  each  such  outstanding  Option,  shall  be
proportionately  adjusted  for  any increase or decrease in the number of issued
shares  of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination, recapitalization or reclassification of the Common Stock,
or any other increase or decrease in the number of issued shares of Common Stock
effected  without  receipt  of  consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to  have been"effected without receipt of consideration."  Such adjustment shall
be  made  by  the  Administrator,  whose  determination in that respect shall be
final, binding and conclusive.  Except as expressly provided herein, no issuance
by  the  Company of shares of stock of any class, or securities convertible into
shares  of stock of any class, shall affect, and no adjustment by reason thereof
shall  be  made  with  respect to, the number or price of shares of Common Stock
subject  to  an  Option.

8.2     Dissolution or Liquidation.  In the event of the proposed dissolution or
        ---------------------------
liquidation  of  the  Company, the Administrator shall notify Optionees at least
fifteen  (15)  days prior to such proposed action.  To the extent not previously
exercised,  Options will terminate immediately prior to the consummation of such
proposed  action.


                                      E-9
<PAGE>

8.3     Change  in Control Transactions.  Except as otherwise provided herein or
        --------------------------------
in  the Option Agreement, in the event of any Change in Control each Option that
is then outstanding shall, immediately prior to the specified effective date for
the  Change in Control, become 100% vested.  Notwithstanding the foregoing, such
vesting  shall not so accelerate if and to the extent that (a) in the opinion of
the  Company's  accountants,  it  would  render unavailable"pooling of interest"
accounting  for  a  transaction that would otherwise qualify for such accounting
treatment;  or  (b) in the case of an Option, such Option is, in connection with
the  Change  in  Control,  either  continued in effect, assumed by the successor
corporation  (or  parent  thereof)  or  replaced with a comparable award for the
purchase  of  shares  of  the capital stock of the successor corporation (or its
parent corporation).  If the Administrator determines that such an assumption or
replacement  will  be made, the Administrator shall give the Optionees notice of
such determination, and of the provisions of such assumption or replacement, and
any  adjustments  made  (x)  to  the  number  and  kind of shares subject to the
outstanding  Options  (or  to the options in substitution therefore), (y) to the
exercise  prices,  and/or  (z) to the terms and conditions of the stock options.
Any such determination shall be made in the sole discretion of the Administrator
and  shall  be final, conclusive and binding on all Optionees.  In the event the
Optionee's  employment  or services should terminate within six months following
such  Change  in  Control, and such Option was continued, assumed or replaced in
the Change in Control and was not otherwise accelerated at that time, all of the
unvested  shares  subject  to  such  Option  shall  vest  immediately  upon such
termination,  unless  such  employment or services are terminated by the Company
for  Cause  or  by  the Optionee voluntarily without Good Reason.  To the extent
Options  are  not  continued  or  assumed  by  the  successor  corporation or an
affiliate  thereof,  all unexercised Options shall terminate and cease to remain
outstanding  immediately  following  the  consummation of the Change in Control.

8.4     Certain  Distributions.  In  the  event  of  any  distribution  to  the
        -----------------------
Company's  shareholders of securities of any other entity or other assets (other
than  dividends  payable  in  cash  or  stock of the Company) without receipt of
consideration  by  the  Company,  the  Administrator  may,  in  its  discretion,
appropriately  adjust  the  price  per  share  of  Common  Stock covered by each
outstanding  Option  to  reflect  the  effect  of  such  distribution.

                               SECTION 9.  GENERAL

9.1     Transferability  of  Options.  Except  as otherwise provided in the
        -----------------------------
applicable  Option  Agreement,  Options  granted  under  this  Plan  may  not be
transferred,  assigned,  pledged  or  hypothecated  in  any  manner  (whether by
operation  of  law  or  otherwise)  other  than by will or by applicable laws of
descent  and  distribution, and shall not be subject to execution, attachment or
similar  process,  and  may  be  exercised  or  purchased during the lifetime of
Optionee  only by Optionee.  Notwithstanding the foregoing, any Option Agreement
may  provide  (or  be  amended to provide) that an Option to which it relates is
transferable without payment of consideration to immediate family members of the
Optionee  or  to  trusts,  partnerships  or family holding companies established
exclusively  for the benefit of the Optionee and the Optionee's immediate family
members.  Upon any attempt to transfer, assign, pledge, hypothecate or otherwise
dispose  of  any  Option  or  of  any  right or privilege conferred by this Plan
contrary  to  the provisions hereof, or upon the sale, levy or any attachment or
similar  process  upon  the  rights  and privileges conferred by this Plan, such
Option  shall  thereupon  terminate  and  become  null  and  void.

9.2     Date  of Grant.  The date of grant of an Option shall, for all purposes,
        ---------------
be the date on which the Administrator (or an officer to whom authority to grant
options  has  been  delegated  by  the  Administrator)  makes  the determination
granting  such  Option, or such later date as is determined by the Administrator


                                      E-10
<PAGE>

or  officer.  Notice  of  the  determination  shall be given to each Employee or
Consultant  to  whom  an Option is so granted within a reasonable time after the
date  of  such  grant.

9.3     Conditions Upon Issuance Of Shares.  Shares shall not be issued pursuant
        -----------------------------------
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery  of  such  Shares  pursuant thereto shall comply with all relevant
provisions  of  law,  including,  without  limitation,  the  Securities Act, the
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements  of  any  Stock  Exchange.  As  a  condition  to the exercise of an
Option,  the  Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares  if,  in the opinion of counsel for the Company, such a representation is
required  by  law.

9.4     Amendment  and  Termination.  The  Board  may  at any time amend, alter,
        ----------------------------
suspend  or  discontinue  the  Plan, but no amendment, alteration, suspension or
discontinuation shall be made that would impair the rights of any Optionee under
any Option previously granted, unless mutually agreed otherwise, which agreement
must  be in writing and signed by Optionee and the Company.  In addition, to the
extent  necessary  to  comply  with  Rule  16b-3 (or any other applicable law or
regulation, including the requirements of any Stock Exchange), the Company shall
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree  as  required.

9.5     Rights  of  First  Refusal.  Until  the  date  on  which  the  initial
        ---------------------------
registration  of  the  Common Stock under Section 12(b) or 12(g) of the Exchange
Act  first  becomes effective, the Company shall have the right of first refusal
with  respect  to  any  proposed  sale or other disposition by a Optionee of any
Shares issued pursuant to an Option granted under the Plan.  Such right of first
refusal  shall  be  exercisable  in  accordance  with  the  terms and conditions
established  by the Plan Administrator and set forth in the agreement evidencing
such  right.

9.6     Reservation  of Shares.  The Company, during the term of this Plan, will
        -----------------------
at  all  times  reserve  and  keep  available  such number of Shares as shall be
sufficient  to  satisfy  the  requirements  of  the  Plan.  The inability of the
Company  to obtain authority from any regulatory body having jurisdiction, which
authority  is  deemed  by  the  Company's  counsel to be necessary to the lawful
issuance  and  sale  of  any  Shares hereunder, shall relieve the Company of any
liability  in  respect  of  the failure to issue or sell such Shares as to which
such  requisite  authority  shall  not  have  been  obtained.

9.7     Information  to  Optionees.  As  soon as administratively feasible after
        ---------------------------
making  any  Option  under the Plan, the Company shall provide to the Optionee a
copy  of  the  Plan  and  a  copy  of  any  relevant  agreement(s).

9.8     Employment  Relationship.  The  Plan  shall not confer upon any Optionee
        -------------------------
any  right  with  respect to continuation of Optionee's employment or consulting
relationship  with  the  Company,  nor  shall  it interfere in any way with such
Optionee's  right  or the Company's right to terminate the Optionee's employment
or  consulting  relationship  at  any  time,  with  or  without  cause.

9.9     Term of Plan.  The Plan shall become effective upon the earlier to occur
        -------------
of its adoption by the Board of Directors or its approval by the shareholders of
the  Company.  It  shall  continue in effect for a term of ten (10) years unless
sooner  terminated  as  permitted  herein.


                                      E-11
<PAGE>

This  Plan  was  adopted  by  the  Board  of  Directors  on  February  4,  2004.


Signature: /s/ Anthony  J.  Alda
           ---------------------
Name:      Anthony  J.  Alda
           -----------------
Title:     Chairman  of  the  Board  of  Directors
           ---------------------------------------


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<PAGE>