Exhibit 10.1

                          Davison Arts Management, Inc.

                      2003 NON-STATUTORY STOCK OPTION PLAN

1. Purpose of this Plan

         This Non-Statutory Stock Option Plan (the "Plan") is intended as an
employment incentive, to aid in attracting and retaining in the employ or
service of Davison Arts Management, Inc. (the "Company"), a Nevada corporation,
and any Affiliated Corporation, persons of experience and ability and whose
services are considered valuable, to encourage the sense of proprietorship in
such persons, and to stimulate the active interest of such persons in the
development and success of the Company. This Plan provides for the issuance of
non-statutory stock options ("NSOs" or "Options") which are not intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").

2. Administration of this Plan

         The Company's Board of Directors ("Board") may appoint and maintain as
administrator of this Plan the Compensation Committee (the "Committee") of the
Board which shall consist of at least three members of the Board. Until such
time as the Committee is duly constituted, the Board itself shall have and
fulfill the duties herein allocated to the Committee. The Committee shall have
full power and authority to designate Plan participants, to determine the
provisions and terms of respective NSOs (which need not be identical as to
number of shares covered by any NSO, the method of exercise as related to
exercise in whole or in installments, or otherwise), including the NSO price,
and to interpret the provisions and supervise the administration of this Plan.
The Committee may, in its discretion, provide that certain NSOs not vest (that
is, become exercisable) until expiration of a certain period after issuance or
until other conditions are satisfied, so long as not contrary to this Plan.

         A majority of the members of the Committee shall constitute a quorum.
All decisions and selections made by the Committee pursuant to this Plan's
provisions shall be made by a majority of its members. Any decision reduced to
writing and signed by all of the members shall be fully effective as if it had
been made by a majority at a meeting duly held. The Committee shall select one
of its members as its chairman and shall hold its meetings at such times and
places as it deems advisable. If at any time the Board shall consist of seven or
more members, then the Board may amend this Plan to provide that the Committee
shall consist only of Board members who shall not have been eligible to
participate in this Plan (or similar stock or stock option plan) of the Company
or its affiliates at any time within one year prior to appointment to the
Committee.

         All NSOs granted under this Plan are subject to, and may not be
exercised before, the approval of this Plan by the holders of a majority of the
Company's outstanding shares, and if such approval is not obtained, all NSOs

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previously granted shall be void. Each NSO shall be evidenced by a written
agreement containing terms and conditions established by the Committee
consistent with the provisions of this Plan.

3. Designation of Participants

         The persons eligible for participation in this Plan as recipients of
NSOs shall include full-time and part-time employees (as determined by the
Committee) and officers of the Company or of an Affiliated Corporation. In
addition, directors of the Company or any Affiliated Corporation who are not
employees of the Company or an Affiliated Corporation and any attorney,
consultant or other adviser to the Company or any Affiliated Corporation shall
be eligible to participate in this Plan. For all purposes of this Plan, any
director who is not also a common law employee and is granted an option under
this Plan shall be considered an "employee" until the effective date of the
director's resignation or removal from the Board of Directors, including removal
due to death or disability. The Committee shall have full power to designate,
from among eligible individuals, the persons to whom NSOs may be granted. A
person who has been granted an NSO hereunder may be granted an additional NSO or
NSOs, if the Committee shall so determine. The granting of an NSO shall not be
construed as a contract of employment or as entitling the recipient thereof to
any rights of continued employment.

4. Stock Reserved for this Plan

         Subject to adjustment as provided in Paragraph 9 below, a total of
1,500,000 shares of Common Stock ("Stock"), of the Company shall be subject to
this Plan. The Stock subject to this Plan shall consist of un-issued shares or
previously issued shares reacquired and held by the Company or any Affiliated
Corporation, and such amount of shares shall be and is hereby reserved for sale
for such purpose. Any of such shares which may remain unsold and which are not
subject to outstanding NSOs at the termination of this Plan shall cease to be
reserved for the purpose of this Plan, but until termination of this Plan, the
Company shall at all times reserve a sufficient number of shares to meet the
requirements of this Plan. Should any NSO expire or be canceled prior to its
exercise in full, the unexercised shares theretofore subject to such NSO may
again be subjected to an NSO under this Plan.

5. Option Price

         The purchase price of each share of Stock placed under NSO shall not be
less than ten percent (10%) of the fair market value of such share on the date
the NSO is granted. The fair market value of a share on a particular date shall
be deemed to be the average of either (i) the highest and lowest prices at which
shares were sold on the date of grant, if traded on a national securities
exchange, (ii) the high and low prices reported in the consolidated reporting
system, if traded on a "last sale reported" system, such as NASDAQ, or (iii) the
high bid and high asked price for over-the-counter securities. If no
transactions in the Stock occur on the date of grant, the fair market value
shall be determined as of the next earliest day for which reports or quotations
are available. If the common shares are not then quoted on any exchange or in

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any quotation medium at the time the option is granted, then the Board of
Directors or Committee will use its discretion in selecting a good faith value
believed to represent fair market value based on factors then known to them. The
cash proceeds from the sale of Stock are to be added to the general funds of the
Company.

6.       Exercise Period

    a)   The NSO exercise period shall be a term of not more than ten (10) years
         from the date of granting of each NSO and shall automatically
         terminate:

        1) Upon termination of the optionee's employment with the Company for
           cause;

        2) At the expiration of twelve (12) months from the date of termination
           of the optionee's employment with the Company for any reason other
           than death, without cause; provided, that if the optioned dies within
           such twelve month period, subclause (iii) below shall apply; or

        3) At the expiration of fifteen (15) months after the date of death of
           the optioned.

    b)     "Employment with the Company" as used in this Plan shall include
           employment with any Affiliated Corporation, and NSOs granted under
           this Plan shall not be affected by an employee's transfer of
           employment among the Company and any Parent or Subsidiary thereof. An
           optionee's employment with the Company shall not be deemed
           interrupted or terminated by a bona fide leave of absence (such as
           sabbatical leave or employment by the Government) duly approved,
           military leave, maternity leave or sick leave.

7.       Exercise of Options

    a)   The Committee, in granting NSOs, shall have discretion to determine the
         terms upon which NSOs shall be exercisable, subject to applicable
         provisions of this Plan. Once available for purchase, un-purchased
         shares of Stock shall remain subject to purchase until the NSO expires
         or terminates in accordance with Paragraph 6 above. Unless otherwise
         provided in the NSO, an NSO may be exercised in whole or in part, one
         or more times, but no NSO may be exercised for a fractional share of
         Stock.

    b)   NSOs may be exercised solely by the optioned during his lifetime, or
         after his death (with respect to the number of shares which the
         optioned could have purchased at the time of death) by the person or
         persons entitled thereto under the decedent's will or the laws of
         descent and distribution.

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    c)   The purchase price of the shares of Stock as to which an NSO is
         exercised  shall be paid in full at the time of exercise and no  shares
         of Stock  shall be issued  until  full  payment  is made  therefore.
         Payment  shall be made  either  (i) in cash, represented by bank or
         cashier's check, certified check or money order or (ii) in lieu of
         payment for bona fide  services rendered,  and such  services were not
         in connection with the offer or sale of securities in a capital raising
         transaction, (iii) by delivering shares of the Company's Common Stock
         which have been beneficially  owned by the optioned,  the optionee's
         spouse,  or both of them for a period of at least six (6) months prior
         to the time of exercise (the "Delivered  Stock") in a number equal to
         the number of shares of Stock being purchased upon exercise of the NSO
         or (iv) by  delivery of shares of corporate  stock which are freely
         tradable without restriction and which are part of a class of
         securities  which has been listed for trading on the NASDAQ system or a
         national securities exchange, with an aggregate fair market value equal
         to or greater  than the  exercise  price of the  shares of Stock  being
         purchased  under  the NSO,  or (v) a  combination  of cash, services,
         Delivered  Stock or other  corporate  shares.  An NSO  shall be  deemed
         exercised when written notice thereof, accompanied by the appropriate
         payment in full, is received by the Company.  No holder of an NSO shall
         be, or have any of the rights and privileges  of, a shareholder  of the
         Company in respect of any shares of Stock purchasable upon exercise of
         any part of an NSO unless and until certificates representing such
         shares shall have been issued by the Company to him or her.

8.       Assignability

         No NSO shall be assignable or otherwise transferable (by the optioned
or otherwise) except by will or the laws of descent and distribution or except
as permitted in accordance with SEC Release No.33-7646 as effective April 7,
1999 and in particular that portion thereof which expands upon transferability
as is contained in Article III entitled "Transferable Options and Proxy
Reporting" as indicated in Section A 1 through 4 inclusive and Section B
thereof. No NSO shall be pledged or hypothecated in any manner, whether by
operation of law or otherwise, nor be subject to execution, attachment or
similar process.

9.       Reorganizations and Recapitalizations of the Company

    a)   The existence of this Plan and NSOs granted hereunder shall not affect
         in any way the right or power of the Company or its shareholders to
         make or authorize any and all adjustments, recapitalizations,
         reorganizations or other changes in the Company's capital structure or
         its business, or any merger or consolidation of the Company, or any
         issue of bonds, debentures, preferred or prior preference stocks ahead
         of or affecting the Company's Common Stock or the rights thereof, or
         the dissolution or liquidation of the Company, or any sale, exchange or
         transfer of all or any part of its assets or business, or the other
         corporation act or proceeding, whether of a similar character or
         otherwise.

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    b)   The shares of Stock with respect to which NSOs may be  granted
         hereunder  are shares of the Common  Stock of the  Company as currently
         constituted.  If, and whenever, prior to delivery by the Company of all
         of the shares of Stock which are subject to NSOs granted hereunder, the
         Company shall effect a subdivision or consolidation of shares or other
         capital readjustment, the payment of a Stock  dividend, a stock  split,
         combination of shares (reverse stock split) or recapitalization or
         other increase or reduction of the number of shares of the Common Stock
         outstanding  without  receiving  compensation  therefore in money,
         services or property, then the number of shares of Stock  available
         under this Plan and the number of shares of Stock with respect to which
         NSOs granted  hereunder may thereafter be exercised  shall (i) in the
         event of an increase in the number of outstanding  shares, be
         proportionately increased, and the cash consideration payable per share
         shall be proportionately reduced;  and (ii) in the event of a reduction
         in the number of outstanding shares, be proportionately  reduced,  and
         the cash consideration payable per share shall be proportionately
         increased.

    c)   If the Company is reorganized, merged, consolidated or party to a plan
         of exchange  with another  corporation  pursuant to which  shareholders
         of the Company receive any shares of stock or other securities,  there
         shall be substituted for the shares of Stock subject to the unexercised
         portions of outstanding  NSOs an appropriate  number of shares of each
         class of stock or other  securities  which were distributed to the
         shareholders of the Company in respect of such shares of Stock in the
         case of a reorganization,  merger,  consolidation or plan of exchange;
         provided,  however,  that all such NSOs may be canceled by the Company
         as of the effective date of a reorganization, merger, consolidation,
         plan of exchange, or any dissolution or liquidation of the Company, by
         giving notice to each optioned or his personal  representative  of its
         intention to do so and by permitting the purchase of all the shares
         subject to such  outstanding  NSOs for a period of not less than thirty
         (30) days during the sixty (60) days next preceding such effective
         date.

    d)   Except as expressly provided above, the Company's issuance of shares of
         Stock of any class, or securities convertible into shares of Stock of
         any class, for cash or property, or for labor or services, either upon
         direct sale or upon the exercise of rights or warrants to subscribe
         therefor, or upon conversion of shares or obligations of the Company
         convertible into shares of Stock or other securities, shall not affect,
         and no adjustment by reason thereof shall be made with respect to, the
         number of shares of Stock subject to NSOs granted hereunder or the
         purchase price of such shares.

10.      Purchase for Investment

         Unless the shares of Stock covered by this Plan have been registered
under the Securities Act of 1933, as amended, each person exercising an NSO
under this Plan may be required by the Company to give a representation in
writing that he is acquiring such shares for his own account for investment and
not with a view to, or for sale in connection with, the distribution of any part
thereof.

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11. Effective Date and Expiration of this Plan

         This Plan shall be effective as of August 31, 2003 the date of its
adoption by the Board, subject to the approval of the Company's shareholders,
and no NSO shall be granted pursuant to this Plan after its expiration. This
Plan shall expire on August 30, 2013 except as to NSOs then outstanding, which
shall remain in effect until they have expired or been exercised.

12. Amendments or Termination

         The Board may amend, alter or discontinue this Plan at any time in such
respects as it shall deem advisable in order to conform to any change in any
other applicable law, or in order to comply with the provisions of any rule or
regulation of the Securities and Exchange Commission required to exempt this
Plan or any NSOs granted thereunder from the operation of Section 16(b) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or in any other
respect not inconsistent with Section 16(b) of the Exchange Act; provided, that
no amendment or alteration shall be made which would impair the rights of any
participant under any NSO theretofore granted, without his consent (unless made
solely to conform such NSO to, and necessary because of, changes in the
foregoing laws, rules or regulations), and except that no amendment or
alteration shall be made without the approval of shareholders which would:

    a)   Increase the total number of shares reserved for the purposes of this
         Plan or decrease the NSO price provided for in Paragraph 5 (except as
         provided in Paragraph 9), or change the classes of persons eligible to
         participate in this Plan as provided in Paragraph 3; or

    b)   Extend the NSO period provided for in Paragraph 6; or

    c)   Materially increase the benefits accruing to participants under this
         Plan; or

    d)   Materially modify the requirements as to eligibility for participation
         in this Plan; or

    e)   Extend the expiration date of this Plan as set forth in Paragraph 11.

13.      Government Regulations

         This Plan, and the granting and exercise of NSOs hereunder, and the
obligation of the Company to sell and deliver shares of Stock under such NSOs,
shall be subject to all applicable laws, rules and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.

14. Liability

         No member of the Board of Directors, the Committee or officers or
employees of the Company or any Affiliated Corporation shall be personally

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liable for any action, omission or determination made in good faith in
connection with this Plan.

15. Miscellaneous.

     The term "Affiliated Corporation" used herein shall mean any Parent or
Subsidiary.

    a)   The term "Parent" used herein shall mean any corporation owning 50
         percent or more of the total combined voting stock of all classes of
         the Company or of another corporation qualifying as a Parent within
         this definition.

    b)   The term "Subsidiary" used herein shall mean any corporation more than
         50 percent of whose total combined voting stock of all classes is held
         by the Company or by another corporation qualifying as a Subsidiary
         within this definition.

16.      Options in Substitution for Other Options

         The Committee may, in its sole discretion, at any time during the term
of this Plan, grant new options to an employee under this Plan or any other
stock option plan of the Company on the condition that such employee shall
surrender for cancellation one or more outstanding options which represent the
right to purchase (after giving effect to any previous partial exercise thereof)
a number of shares, in relation to the number of shares to be covered by the new
conditional grant hereunder, determined by the Committee. If the Committee shall
have so determined to grant such new options on such a conditional basis ("New
Conditional Options"), no such New Conditional Option shall become exercisable
in the absence of such employee's consent to the condition and surrender and
cancellation as appropriate. New Conditional Options shall be treated in all
respects under this Plan as newly granted options. Option may be granted under
this Plan from time to time in substitution for similar rights held by employees
of other corporations who are about to become employees of the Company or an
Affiliated Corporation, or the merger or consolidation of the employing
corporation with the Company or an Affiliated Corporation, or the acquisition by
the Company or an Affiliated Corporation of the assets of the employing
corporation, or the acquisition by the Company or an Affiliated Corporation of
stock of the employing corporation as the result of which it becomes an
Affiliated Corporation.

17. Withholding Taxes

         Pursuant to applicable federal and state laws, the Company may be
required to collect withholding taxes upon the exercise of a NSO. The Company
may require, as a condition to the exercise of a NSO, that the optioned
concurrently pay to the Company the entire amount or a portion of any taxes
which the Company is required to withhold by reason of such exercise, in such
amount as the Committee or the Company in its discretion may determine. In lieu
of part or all of any such payment, the optioned may elect to have the Company

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withhold from the shares to be issued upon exercise of the option that number of
shares having a Fair Market Value equal to the amount which the Company is
required to withhold.

18.   Transferability in accordance With SEC Release No. 33-7646 entitled
      "Registration of Securities on Form S-8" as effective April 7, 1999

         Notwithstanding anything to the contrary as may be contained in this
Plan regarding rights as to transferability or lack thereof, all options granted
hereunder may and shall be transferable to the extent permitted in accordance
with SEC Release No. 33-7646 entitled "Registration of Securities on Form S-8"
as effective April 7, 1999 and in particular in accordance with that portion of
such Release which expands Form S-8 to include stock option exercise by family
members so that the rules governing the use of Form S-8 (a) do not impede
legitimate intra family transfer of options and (b) may facilitate transfer for
estate planning purposes - all as more specifically defined in Article III,
Sections A and B thereto, the contents of which are herewith incorporated by
reference.



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                         CERTIFICATION OF PLAN ADOPTION

I, the undersigned Secretary of this Corporation, hereby certify that the
foregoing Davison Arts Management, Inc. Non-Statutory Stock Option Plan was duly
approved by the requisite number of holders of the issued and outstanding Common
Stock of this corporation as of August 31, 2003.





              /s/        Elizabeth A. Davison

              By:
                         President and Chief Financial Officer





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