Exhibit 10.1

                                  CIMNET, INC.
                     FORM OF NOTICE OF GRANT OF STOCK OPTION
                     ---------------------------------------



                  Notice is hereby given of the following option grant (the
"Option") to purchase Common Stock of Cimnet, Inc. (the "Corporation"):

                  Optionee:
                  --------                     -----------------

                  Grant Date:                  1/17/06
                  ----------                   -----------------

                  Exercise Price:              $.60        per share
                  --------------               -----------

                  Number of Option Shares:              shares of Common Stock
                  -----------------------      --------

                  Expiration Date:             1/16/11
                  ---------------              -----------------

                  Type of Option:                     Incentive Stock Option
                  --------------               ------

                                                  X   Non-Statutory Stock Option
                                               ------

                  Date Exercisable:            1/17/06
                  ----------------             -----------------

                  Vesting Schedule:            Fully vested on 1/17/06
                  ----------------             ---------------------------------

Optionee understands and agrees that the Option is granted subject to and in
accordance with the terms of the Cimnet, Inc. 2002 Stock Option Plan (the
"Plan"). Optionee further agrees to be bound by the terms of the Plan and the
terms of the Option as set forth in the Stock Option Agreement attached hereto
as Exhibit A.

Optionee hereby acknowledges receipt of a copy of the Plan in the form attached
hereto as Exhibit B.


At Will Employment. Nothing in this Notice or in the attached Stock Option
Agreement or Plan shall confer upon Optionee any right to continue in service
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Parent or Subsidiary employing or
retaining Optionee) or of Optionee, which rights are hereby expressly reserved
by each, to terminate Optionee's Service at any time for any reason, with or
without cause.

                  Definitions. All capitalized terms in this Notice shall have
the meaning assigned to them in this Notice or in the attached Stock Option
Agreement.
<PAGE>

                  DATED:   January 17, 2006



                                               CIMNET, INC.



                                               By:
                                                   ----------------------------
                                                   Name:  John D. Richardson
                                                   Title:  President and CEO



                                               OPTIONEE



                                               --------------------------------
                                               Name:
                                               Address:


                   Attachments:
                   -----------
                   Exhibit A - Stock Option Agreement
                   Exhibit B - Cimnet, Inc. 2002 Stock Option Plan
<PAGE>

                                                                       EXHIBIT A

                                  CIMNET, INC.
                             STOCK OPTION AGREEMENT
                             ----------------------


                                    RECITALS

         A.       The Board has adopted the Stock Option Plan (the "Plan") for
the purpose of recruiting and retaining the services of selected employees,
directors, officers, agents, consultants, independent contractors and advisors
in the service of the Corporation (or any Parent or Subsidiary).

         B.       Optionee is to render valuable services to the Corporation (or
a Parent or Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of the Plan in connection with the
Corporation's grant of an option to Optionee.

         C.       All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

                  NOW, THEREFORE, it is hereby agreed as follows:

         1.       Grant of Option. The Corporation hereby grants to Optionee, as
of the Grant Date, an option to purchase up to the number of Option Shares
specified in the Grant Notice. The Option Shares shall be purchasable from time
to time during the option term specified in Paragraph 2 at the Exercise Price.

         2.       Option Term. This option shall have a term as set forth in the
Notice of Grant and shall accordingly expire at the close of business on the
Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6.

         3.       Limited Transferability. During Optionee's lifetime, this
option shall be exercisable only by Optionee and shall not be assignable or
transferable other than by will or by the laws of descent and distribution
following Optionee's death.

         4.       Dates of Exercise. This option shall become exercisable for
the Option Shares in one or more installments as specified in the Grant Notice.
As the option becomes exercisable for such installments, those installments
shall accumulate, and the option shall remain exercisable for the accumulated
installments until the Expiration Date or sooner termination of the option term
under Paragraph 5 or 6.

         5.       Cessation of Service. The option term specified in Paragraph 2
shall terminate (and this option shall cease to be outstanding) prior to the
Expiration Date should any of the following provisions become applicable:

                                      A-1
<PAGE>

                  (a)      Should Optionee cease to remain in Service for any
reason (other than death, Disability or Misconduct) while this option is
outstanding, then Optionee shall have a period of three (3) months (commencing
with the date of such cessation of Service) during which to exercise this
option, but in no event shall this option be exercisable at any time after the
Expiration Date.

                  (b)      Should Optionee die while this option is outstanding,
then the personal representative of Optionee's estate or the person or persons
to whom the option is transferred pursuant to Optionee's will or in accordance
with the laws of inheritance shall have the right to exercise this option. Such
right shall lapse, and this option shall cease to be outstanding, upon the
earlier of (i) the expiration of the six (6) month period measured from the date
of Optionee's death or (ii) the Expiration Date.

                  (c)      Should Optionee cease Service by reason of Disability
while this option is outstanding, then Optionee shall have a period of six (6)
months (commencing with the date of such cessation of Service) during which to
exercise this option. In no event shall this option be exercisable at any time
after the Expiration Date.

                  Note: Exercise of this option on a date later than three (3)
                  months following cessation of Service due to Disability will
                  result in loss of favorable Incentive Option treatment, unless
                  such Disability constitutes Permanent Disability. In the event
                  that Incentive Option treatment is not available, this option
                  will be taxed as a Non-Statutory Option upon exercise.

                  (d)      During the limited period of post-Service
exercisability, this option may not be exercised in the aggregate for more than
the number of Option Shares in which Optionee is, at the time of Optionee's
cessation of Service, vested pursuant to the Vesting Schedule specified in the
Grant Notice or the special vesting acceleration provisions of Paragraph 6. Upon
the expiration of such limited exercise period or (if earlier) upon the
Expiration Date, this option shall terminate and cease to be outstanding for any
vested Option Shares for which the option has not been exercised. To the extent
Optionee is not vested in one or more Option Shares at the time of Optionee's
cessation of Service, this option shall immediately terminate and cease to be
outstanding with respect to those shares.

                  (e)      Should Optionee's Service be terminated for
Misconduct, then this option shall terminate immediately and cease to remain
outstanding.

          6.      Accelerated Vesting; Corporate Transaction.

                  (a)      In the event of any Corporate Transaction, the Option
Shares at the time subject to this option but not otherwise vested shall
automatically vest in full so that this option shall, immediately prior to the
effective date of the Corporate Transaction, become exercisable for all of the

                                      A-2
<PAGE>

Option Shares as fully-vested shares and may be exercised for any or all of
those Option Shares as vested shares.

                  (b)      Immediately following the Corporate Transaction, this
option shall terminate and cease to be outstanding.

                  This Agreement shall not in any way affect the right of the
Corporation 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.

         7.       [Intentionally Left Blank]

         8.       Adjustment in Option Shares. Should any change be made to the
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

         9.       Stockholder Rights. The holder of this option shall not have
any stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become the record holder
of the purchased shares.

         10.      Manner of Exercising Option.

                  (a)      In order to exercise this option with respect to all
or any part of the Option Shares for which this option is at the time
exercisable, Optionee (or any other person or persons exercising the option)
must take the following actions:

                           (i)      Execute and deliver to the Corporation a
Purchase Agreement for the Option Shares for which the option is exercised.

                           (ii)     Pay the aggregate Exercise Price for the
purchased shares in one or more of the following forms:

                           (A)      cash or check made payable to the
                  Corporation; or

                           (B)      a promissory note payable to the
                  Corporation, but only to the extent authorized by the Plan
                  Administrator in accordance with Paragraph 14.

                           Should the Common Stock be registered under Section
                  12 of the 1934 Act at the time the option is exercised, then
                  the Exercise Price may also be paid as follows:

                                      A-3
<PAGE>

                           (C)      in shares of Common Stock held by Optionee
                  (or any other person or persons exercising the option) for the
                  requisite period necessary to avoid a charge to the
                  Corporation's earnings for financial reporting purposes and
                  valued at Fair Market Value on the Exercise Date; or

                           (D)      to the extent the option is exercised for
                  vested Option Shares, through a special sale and remittance
                  procedure pursuant to which Optionee (or any other person or
                  persons exercising the option) shall concurrently provide
                  irrevocable instructions (a) to a Corporation-designated
                  brokerage firm to effect the immediate sale of the purchased
                  shares and remit to the Corporation, out of the sale proceeds
                  available on the settlement date, sufficient funds to cover
                  the aggregate Exercise Price payable for the purchased shares
                  plus all applicable Federal, state and local income and
                  employment taxes required to be withheld by the Corporation by
                  reason of such exercise and (b) to the Corporation to deliver
                  the certificates for the purchased shares directly to such
                  brokerage firm in order to complete the sale.

                           Except to the extent the sale and remittance
                  procedure is utilized in connection with the option exercise,
                  payment of the Exercise Price must accompany the Purchase
                  Agreement delivered to the Corporation in connection with the
                  option exercise.

                             (iii)  Furnish to the Corporation appropriate
documentation that the person or persons exercising the option (if other than
Optionee) have the right to exercise this option.

                             (iv)   Execute and deliver to the Corporation such
written representations as may be requested by the Corporation in order for it
to comply with the applicable requirements of Federal and state securities laws.

                             (v)    Make appropriate arrangements with
Corporation (or Parent or Subsidiary employing or retaining Optionee) for
satisfaction of all Federal, state and local income and employment withholding
requirements applicable to the option exercise.

                  (b)      As soon as practical after the Exercise Date, the
Corporation shall issue to or on behalf of Optionee (or any other person or
persons exercising this option) a certificate for the purchased Option Shares,
with the appropriate legends affixed thereto.

                  (c)      In no event may this option be exercised for any
fractional shares.

         11.      Compliance with Laws and Regulations.

                  (a)      The exercise of this option and the issuance of the
Option Shares upon such exercise shall be subject to compliance by the
Corporation and Optionee with all applicable requirements of law relating

                                      A-4
<PAGE>

thereto and with all applicable regulations of any stock exchange (or the Nasdaq
Stock Market, if applicable) on which the Common Stock may be listed for trading
at the time of such exercise and issuance.

                  (b)      The inability of the Corporation to obtain approval
from any regulatory body having authority deemed by the Corporation to be
necessary to the lawful issuance and sale of any Common Stock pursuant to this
option shall relieve the Corporation of any liability with respect to the
non-issuance or sale of the Common Stock as to which such approval shall not
have been obtained. The Corporation, however, shall use its best efforts to
obtain all such approvals.

         12.      Successors and Assigns. Except to the extent otherwise
provided in Paragraphs 3 and 6, the provisions of this Agreement shall inure to
the benefit of; and be binding upon, the Corporation and its successors and
assigns and Optionee, Optionee's assigns and the legal representatives, heirs
and legatees of Optionee's estate.

         13.      Notices. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the Corporation's books and records. All notices shall
be deemed effective upon personal delivery or upon deposit in the U.S. mail,
postage prepaid and properly addressed to the party to be notified.

         14.      Construction. This Agreement and the option evidenced hereby
are made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan. All decisions of the Plan Administrator with
respect to any question or issue arising under the Plan or this Agreement shall
be conclusive and binding on all persons having an interest in this option.

         15.      Governing Law. The interpretation, performance and enforcement
of this Agreement shall be governed by the laws of the state in which the
Corporation is incorporated without resort to that State's conflict-of-laws
rules.

         16.      Stockholder Approval. If the Option Shares covered by this
Agreement exceed, as of the Grant Date, the number of shares of Common Stock
which may be issued under the Plan as last approved by the stockholders, then
this option shall be void with respect to such excess shares, unless stockholder
approval of an amendment sufficiently increasing the number of shares of Common
Stock issuable under the Plan is obtained in accordance with the provisions of
the Plan.

         17.      Additional Terms Applicable to an Incentive Option. In the
event this option is designated an Incentive Option in the Grant Notice, the
following terms and conditions shall also apply to the grant:

                                      A-5
<PAGE>

                  (a)      This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is exercised
for one or more Option Shares: (i) more than three (3) months after the date
Optionee ceases to be an Employee for any reason other than death or Permanent
Disability or (ii) more than twelve (12) months after the date Optionee ceases
to be an Employee by reason of Permanent Disability, if applicable.

                  (b)      This option shall not become exercisable in the
calendar year in which granted if (and to the extent) the aggregate Fair Market
Value (determined at the Grant Date) of the Common Stock for which this option
would otherwise' first become exercisable in such calendar year would, when
added to the aggregate value (determined as of the respective date or dates of
grant) of the Common Stock and any other securities for which one or more other
Incentive Options granted to Optionee prior to the Grant Date (whether under the
Plan or any other option plan of the Corporation or any Parent or Subsidiary)
first become exercisable during the same calendar year, exceed One Hundred
Thousand Dollars ($100,000) in the aggregate. To the extent the exercisability
of this option is deferred by reason of the foregoing limitation, the deferred
portion shall become exercisable in the first calendar year or years thereafter
in which the One Hundred Thousand Dollar ($100,000) limitation of this Paragraph
18(b) would not be contravened, but such deferral shall in all events end
immediately prior to the effective date of a Corporate Transaction in which this
option is not to be assumed, whereupon the option shall become immediately
exercisable as a Non-Statutory Option for the deferred portion of the Option
Shares.

                  (c)      Should Optionee hold, in addition to this option, one
or more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

                                      A-6
<PAGE>

                                    APPENDIX


                  The following definitions shall be in effect under the
Agreement:

A.       Agreement shall mean this Stock Option Agreement.

B.       Board shall mean the Corporation's Board of Directors.

C.       Code shall mean the Internal Revenue Code of 1986, as amended.

D.       Common Stock shall mean the Corporation's common stock.

E.       Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

                       (i)          a merger or consolidation in which
         securities possessing more than fifty percent (50%) of the total
         combined voting power of the Corporation's outstanding securities are
         transferred to a person or persons different from the persons holding
         those securities immediately prior to such transaction, or

                       (ii)         the sale, transfer or other disposition of
         all or substantially all of the Corporation's assets in complete
         liquidation or dissolution of the Corporation.

F.       Corporation shall mean Cimnet, Inc., a Delaware corporation.

G.       Disability shall mean the inability of Optionee to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment and shall be determined by the Plan Administrator on the basis
of such medical evidence as the Plan Administrator deems warranted under the
circumstances. Disability shall be deemed to constitute Permanent Disability in
the event that such Disability is expected to result in death or has lasted or
can be expected to last for a continuous period of twelve (12) months or more.

H.       Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

I.       Exercise Date shall mean the date on which the option shall have been
exercised in accordance with Paragraph 10 of the Agreement.

J.       Exercise Price shall mean the exercise price payable per Option Share
as specified in the Grant Notice.

K.       Expiration Date shall mean the date on which the option expires as
specified in the Grant Notice.

                                       i
<PAGE>

L.       Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

                       (i)          If the Common Stock is at the time traded on
         the Nasdaq National Market, the Nasdaq SmallCap Market or the OTC
         Bulletin Board, then the Fair Market Value shall be the closing selling
         price per share of Common Stock on the date in question, as the price
         is reported on the Nasdaq National Market, the Nasdaq SmallCap Market
         or the OTC Bulletin Board. If there is no closing selling price for the
         Common Stock on the date in question, then the Fair Market Value shall
         be the closing selling price on the last preceding date for which such
         quotation exists.

                       (ii)         If the Common Stock is at the time listed on
         any Stock Exchange, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question on the
         Stock Exchange determined by the Plan Administrator to be the primary
         market for the Common Stock, as such price is officially quoted in the
         composite tape of transactions on such exchange. If there is no closing
         selling price for the Common Stock on the date in question, then the
         Fair Market Value shall be the closing selling price on the last
         preceding date for which such quotation exists.

                       (iii)        If the Common Stock is at the time neither
         listed on any Stock Exchange nor traded on the Nasdaq National Market,
         the Nasdaq SmallCap Market or the OTC Bulletin Board, then the Fair
         Market Value shall be determined by the Plan Administrator after taking
         into account such factors as the Plan Administrator shall deem
         appropriate.

M.       Grant Date shall mean the date of grant of the option as specified in
the Grant Notice.

N.       Grant Notice shall mean the Notice of Grant of Stock Option
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

0.       Incentive Option shall mean an option which satisfies the requirements
of Code Section 422.

P.       Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by Optionee, any unauthorized use or disclosure by Optionee of
confidential information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely affecting
the business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner. The foregoing definition shall not be deemed to be inclusive of
all the acts or omissions which the Corporation (or any Parent or Subsidiary)
may consider as grounds for the dismissal or discharge of Optionee or any other
individual in the Service of the Corporation (or any Parent or Subsidiary).

                                       ii
<PAGE>

Q.       1934 Act shall mean the Securities Exchange Act of 1934, as amended.

R.       Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

S.       Option Shares shall mean the number of shares of Common Stock subject
to the option.

T.       Optionee shall mean the person to whom the option is granted as
specified in the Grant Notice.

U.       Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

V.       Plan shall mean the Corporation's 2002 Stock Option Plan.

W.       Plan Administrator shall mean either the Board or a committee of the
Board acting in its capacity as administrator of the Plan.

X.       Service shall mean the Optionee's performance of services for the
Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a
non-employee member of the board of directors or an independent consultant.

Y.       Stock Exchange shall mean the American Stock Exchange or the New York
Stock Exchange.

Z.       Subsidiary shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

AA.      Vesting Schedule shall mean the vesting schedule specified in the Grant
Notice pursuant to which the Optionee is to vest in the Option Shares in a
series of installments over his or her period of Service.

                                      iii
<PAGE>
                                                                       EXHIBIT B



                                  CIMNET, INC.


                             2002 STOCK OPTION PLAN
                             ----------------------


                                   ARTICLE ONE

                               GENERAL PROVISIONS
                               ------------------


      I.          Purpose of the Plan

                  The Cimnet, Inc. 2002 Stock Option Plan (the "Plan") is
intended to assist Cimnet, Inc., a Delaware corporation (the "Company"), and any
entity which controls, is controlled by, or is under common control with the
Company ("Related Entities") in recruiting and retaining employees, directors,
officers, agents, consultants, independent contractors and advisors
(collectively, "Participants"), and in compensating Participants by enabling
them to participate in the future success of the Company and the Related
Entities and to associate their interests with those of the Company and its
stockholders.

                  Capitalized terms used and not otherwise defined shall have
the meanings assigned to such terms in the attached Appendix.

      II.         Structure of the Plan

                  Pursuant to the Plan, eligible persons may, at the discretion
of the Administrator, be granted options ("Stock Options") to purchase shares of
the Company's Common Stock, $.0001 par value (the "Common Stock"). The Stock
Options granted under the Plan are intended to be either incentive stock options
("Incentive Stock Options") within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended ("Code"), or options that do not meet the
requirements of Incentive Stock Options ("Non-Statutory Stock Options").

      III.        Administration of the Plan

                  A.       The Plan shall be administered by the Administrator.
The Administrator shall have authority to grant Stock Options upon such terms
(not inconsistent with the provisions of the Plan) as the Administrator may
consider appropriate. Such terms may include conditions (in addition to those
contained in this Plan) on the exercisability, transferability or forfeitability

                                      B-1
<PAGE>

of all or any part of a Stock Option, including, by way of example and not
limitation, requirements that the Participant complete a specified period of
employment with or service to the Company or a Related Entity, that the Company
achieve a specified level of financial performance or that the Company achieve a
specified level of financial return. Notwithstanding any such conditions, the
Administrator may, in its discretion, accelerate the time at which a Stock
Option may be exercised, transferred or become nonforfeitable. The Administrator
shall have the absolute discretion to determine whether specific grants shall be
of Incentive Stock Options or Non-Statutory Stock Options. In addition, the
Administrator shall have complete authority to determine Fair Market Value, to
interpret all provisions of the Plan, to prescribe the form of the documents
evidencing the grant of Stock Options under the Plan ("Agreements"), to adopt,
amend, and rescind rules and regulations pertaining to the administration of the
Plan and to make all other determinations necessary or advisable for the
administration of this Plan. The express grant in the Plan of any specific power
to the Administrator shall not be construed as limiting any power or authority
of the Administrator. Any decision made, or action taken, by the Administrator
or in connection with the administration of the Plan shall be final and
conclusive. Neither the Administrator nor any member of the Board shall be
liable for any act done in good faith with respect to the Plan, any Agreements
or Stock Options. All expenses of administering this Plan shall be borne by the
Company.

                  B.       The Board, in its discretion, may appoint a committee
of the Board and delegate to such committee all or part of the Board's authority
and duties with respect to the Plan. The Board may revoke or amend the terms of
a delegation at any time but such action shall not invalidate any prior actions
of the Board's delegate or delegates that were consistent with the terms of the
Plan.

      IV.         Eligibility

                  A.       The persons eligible to participate in the Plan are
as follows:

                     (i)   Employees, directors and officers of the Company or
         any Related Entity;

                     (ii)  non-employee members of the Board or non-employee
         members of the board of directors of any Related Entity; and

                     (iii) consultants agents and other independent advisors who
         provide services to the Company or to any Related Entity.

      V.          Stock Subject to the Plan

                  A.       Shares Issued. Upon the exercise of a Stock Option,
the Company may issue to the Participant (or the Participant's broker if the
Participant so directs), shares of Common Stock from its authorized but unissued
Common Stock or reacquired Common Stock.

                  B.       Aggregate Limit. The maximum aggregate number of
shares of Common Stock that may be issued under the Plan shall not exceed
1,000,000 shares.

                                      B-2
<PAGE>

                  C.       Reallocation of Shares. If a Stock Option is
terminated, in whole or in part, for any reason other than its exercise, the
number of shares of Common Stock allocated to the Stock Option or portion
thereof may be reallocated to other Stock Options to be granted under the Plan.
Unvested shares issued under the Plan and subsequently repurchased by the
Company, at the option exercise or direct issue price paid per share, pursuant
to the Company's repurchase rights under the Plan, shall be added back to the
number of shares of Common Stock reserved for issuance under the Plan and shall
accordingly be available for reissuance through one or more subsequent Stock
Options under the Plan.

                  D.       Stock Split; Recapitalization. Should any change be
made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other change
affecting the outstanding Common Stock as a class, without the Company's receipt
of consideration, appropriate adjustments shall be made to (i) the maximum
number of shares of Common Stock issuable under the Plan and (ii) the number of
shares of Common Stock and the exercise price per share in effect under each
outstanding Stock Option, in order to prevent the dilution or enlargement of
benefits thereunder. The adjustments determined by the Administrator shall be
final, binding and conclusive. In no event shall any such adjustments be made in
connection with the conversion of one or more outstanding shares of the
Company's preferred stock into shares of Common Stock.

                                   ARTICLE TWO

                               STOCK OPTION GRANTS
                               -------------------

      I.          Stock Option Terms

                  Each Stock Option shall be evidenced by an Agreement,
consisting of one or more documents in the form approved by the Administrator;
provided, however, that each such document shall comply with the terms specified
below. Each Agreement evidencing an Incentive Stock Option, shall, in addition,
be subject to the provisions of the Plan applicable to Incentive Stock Options.

                  A.       Exercise Price.

                  1.       The exercise price per share for Common Stock
purchased upon the exercise of a Non-Statutory Stock Option shall be determined
by the Administrator on the date of grant.

                  2.       The exercise price per share of Common Stock
purchased upon the exercise of an Incentive Stock Option shall be such amount as
the Administrator shall, in its best judgement, determine to be not be less than
the Fair Market Value on the date the Incentive Stock Option is granted,
provided, however, that in the case of an Incentive Stock Option granted to a
Participant who, at the time such Incentive Stock Option is granted owns stock
of the Company or a Related Entity possessing more than ten percent (10%) of the

                                      B-3
<PAGE>

aggregate voting power of all classes of stock of the Company or such Related
Entity ("10% Stockholder"), the exercise price per share of Common Stock
purchased upon the exercise of such Incentive Stock Option shall be such amount
as the Administrator shall, in its best judgement, determine to be not less than
one-hundred and ten percent (110%) of the Fair Market Value on the date such
Incentive Stock Option is granted.

                  3.       Unless otherwise provided by the Agreement, the
exercise price shall become immediately due upon exercise of a Stock Option and
shall, subject to the provisions of Section I of Article Three and the
Agreement, be payable in cash or check made payable to the Company.

                  4.       Cashless Exercise. Should the Common Stock be
registered under Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") at the time a Stock Option is exercised, then the exercise
price may also be paid as follows:

                           (i)      in shares of Common Stock held for the
         requisite period necessary to avoid a charge to the Company's earnings
         for financial reporting purposes and valued at Fair Market Value on the
         exercise date, or

                           (ii)     to the extent the option is exercised for
         vested shares, through a special sale and remittance procedure pursuant
         to which the Participant shall concurrently provide irrevocable
         instructions (A) to a Company-designated brokerage firm to effect the
         immediate sale of the purchased shares and remit to the Company, out of
         the sale proceeds available on the settlement date, sufficient funds to
         cover the aggregate exercise price payable for the purchased shares
         plus all applicable Federal, state and local income and employment
         taxes required to be withheld by the Company by reason of such exercise
         and (B) to the Company to deliver the certificates for the purchased
         shares directly to such brokerage firm in order to complete the sale.

                  Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

                  B.       Effect of Termination of Service.

                  1.       The following provisions shall govern the exercise of
any Stock Options held by a Participant at the time of cessation of Service or
death:

                           (i)      Should the Participant cease to remain in
         Service for any reason other than death, Disability or Misconduct, then
         the Participant shall have a period of three (3) months following the
         date of such cessation of Service during which to exercise each
         outstanding Stock Option held by such Participant.

                           (ii)     Should Participant's Service terminate by
         reason of Disability, then the Participant shall have a period of six
         (6) months following the date of such cessation of Service during which
         to exercise each outstanding Stock Option held by such Participant.

                                      B-4
<PAGE>

                           (iii)    If the Participant dies while holding an
         outstanding Stock Option, then the personal representative of his or
         her estate or the person or persons to whom the Stock Option is
         transferred pursuant to the Participant's will or the laws of descent
         and distribution shall have a period of six (6) month following the
         date of the Participant's death during which to exercise each
         outstanding Stock Option previously held by such Participant.

                           (iv)     Under no circumstances, however, shall any
         such Stock Option be exercisable after the specified expiration of the
         option term.

                           (v)      During the applicable post-Service exercise
         period, the Stock Option may not be exercised in the aggregate for more
         than the number of vested shares for which the Stock Option is
         exercisable on the date of the Participant's cessation of Service. Upon
         the expiration of the applicable post-Service exercise period or (if
         earlier) upon the expiration of the option term, the Stock Option shall
         terminate and cease to be outstanding for any vested shares for which
         the Stock Option has not been exercised. However, the Stock Option
         shall, immediately upon the Participant's cessation of Service,
         terminate and cease to be outstanding with respect to any and all
         option shares for which the Stock Option is not otherwise at the time
         exercisable or in which the Participant is not otherwise at that time
         vested.

                           (vi)     Should Participant's Service be terminated
         for Misconduct, then all outstanding Stock Options held by the
         Participant shall terminate immediately and cease to remain
         outstanding.

                  2.       The Administrator shall have the discretion,
exercisable either at the time a Stock Option is granted or at any time while
the Stock Option remains outstanding, to:

                           (i)      extend the period of time for which the
         Stock Option is to remain exercisable, following Participant's
         cessation of Service or death, from the limited period otherwise in
         effect for that Stock Option to such greater period of time as the
         Administrator shall deem appropriate, but in no event beyond the
         expiration of the option term; and/or

                           (ii)     permit the Stock Option to be exercised,
         during the applicable post-Service exercise period, not only with
         respect to the number of vested shares of Common Stock for which such
         Stock Option is exercisable at the time of the Participant's cessation
         of Service but also with respect to one or more additional installments
         in which the Participant would have vested under the Stock Option had
         the Participant continued in Service.

                                      B-5
<PAGE>

                  C.       Stockholder Rights. The holder of an option shall
have no stockholder rights with respect to the shares subject to the option
until such person shall have exercised the option, paid the exercise price and
become the record holder of the purchased shares.

                  D.       Unvested Shares. The Administrator shall have the
discretion to grant Stock Options which are exercisable for unvested shares of
Common Stock. Should the Participant cease Service while holding such unvested
shares, the Company shall have the right to repurchase, at the exercise price
paid per share, any or all of those unvested shares. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Administrator and set forth in the document evidencing such
repurchase right.

                  E.       Limited Transferability of Stock Options. During the
lifetime of the Participant, the option shall be exercisable only by the
Participant and shall not be assignable or transferable other than by will or by
the laws of descent and distribution following the Participant's death.

         II.      Incentive Stock Options

                  The terms specified below shall be applicable to all Incentive
Stock Options. Except as modified by the provisions of this Section II, all the
provisions of Articles One, Two and Three shall be applicable to Incentive Stock
Options. Stock Options which are specifically designated as Non-Statutory Stock
Options shall not be subject to the terms of this Section II.

                  A.       Eligibility. Incentive Stock Options may only be
granted to Employees.

                  B.       Exercise Price. The exercise price per share shall
not be less than one hundred percent (100%) of the Fair Market Value per share
of Common Stock on the option grant date, provided, however, that in the case of
an Incentive Stock Option granted to a 10% Stockholder, the exercise price per
share of Common Stock purchased upon the exercise of such Incentive Stock Option
shall be such amount as the Administrator shall, in its best judgement,
determine to be not less than one-hundred and ten percent (110%) of the Fair
Market Value on the date such Incentive Stock Option is granted.

                  C.       Dollar Limitation. The aggregate Fair Market Value of
the shares of Common Stock (determined as of the respective date or dates of
grant) for which one or more Stock Options granted to any Employee under the
Plan (or any other option plan of the Company or any Related Entity) may for the
first time become exercisable as Incentive Stock Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such Stock Options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such options as Incentive Stock
Options shall be applied on the basis of the order in which such Stock Options
are granted.

                                      B-6
<PAGE>

                  D.       Term of Incentive Stock Options. The maximum period
in which an Incentive Stock Option shall be exercisable shall be ten (10) years
from the date of grant, provided, however, that if any Employee to whom an
Incentive Stock Option is granted is a 10% Stockholder, then the option term
shall not exceed five (5) years measured from the option grant date.

         III.     Corporate Transaction

                  A.       The shares subject to each Stock Option outstanding
under the Plan at the time of a Corporate Transaction shall automatically vest
in full so that each such Stock Option shall, immediately prior to the effective
date of the Corporate Transaction, become fully exercisable for all of the
shares of Common Stock at the time subject to that Stock Option and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
However, the shares subject to an outstanding Stock Option shall not vest on
such an accelerated basis if and to the extent:

                           (i)      such Stock Option is assumed by the
         successor Company (or parent thereof) in the Corporate Transaction and
         any repurchase rights of the Company with respect to the unvested
         option shares are concurrently to be assigned to such successor Company
         (or parent thereof) or (ii) such Stock Option is to be replaced with a
         cash incentive program of the successor Company (or parent thereof)
         which preserves the spread existing on the unvested option shares at
         the time of the Corporate Transaction and provides for subsequent
         payout in accordance with the same vesting schedule applicable to those
         unvested option shares or (iii) the acceleration of such Stock Option
         is subject to other limitations imposed by the Administrator at the
         time of the option grant.

                  B.       All outstanding repurchase rights shall also
terminate automatically, and the shares of Common Stock subject to those
terminated rights shall immediately vest in full, in the event of any Corporate
Transaction, except to the extent: (i) those repurchase rights are assigned to
the successor Company (or parent thereof) in connection with such Corporate
Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Administrator at the time the repurchase right is issued.

                  C.       Immediately following the consummation of the
Corporate Transaction, all outstanding Stock Options shall terminate and cease
to be outstanding, except to the extent assumed by the successor Company (or
parent thereof).

                  D.       Each Stock Option which is assumed in connection with
a Corporate Transaction shall be appropriately adjusted, immediately after such
Corporate Transaction, to apply to the number and class of securities which
would have been issuable to the Participant in consummation of such Corporate
Transaction had the Stock Option been exercised immediately prior to such
Corporate Transaction. Appropriate adjustments shall also be made to (i) the
number and class of securities available for issuance under the Plan following
the consummation of such Corporate Transaction and (ii) the exercise price
payable per share under each outstanding Stock Option, provided, however, that
the aggregate exercise price payable for such securities shall remain the same.

                                      B-7
<PAGE>

                  E.       The Administrator shall have the discretion,
exercisable either at the time a Stock Option is granted or at any time while a
Stock Option remains outstanding, to structure one or more Stock Options so that
those Stock Options shall automatically accelerate and vest in full (and any
repurchase rights of the Company with respect to the unvested shares subject to
those Stock Options shall immediately terminate) upon the occurrence of a
Corporate Transaction, whether or not those Stock Options are to be assumed in
the Corporate Transaction.

                  F.       The Administrator shall also have full power and
authority, exercisable either at the time the Stock Option is granted or at any
time while the Stock Option remains outstanding, to structure such Stock Option
so that the shares subject to that Stock Option will automatically vest on an
accelerated basis should the Participant's Service terminate by reason of an
Involuntary Termination within a designated period (not to exceed eighteen (18)
months) following the effective date of any Corporate Transaction in which the
Stock Option is assumed and the repurchase rights applicable to those shares do
not otherwise terminate. Any Stock Option so accelerated shall remain
exercisable for the fully-vested option shares until the expiration or sooner
termination of the option term. In addition, the Administrator may provide that
one or more of the Company's outstanding repurchase rights with respect to
shares held by the Participant at the time of such Involuntary Termination shall
immediately terminate on an accelerated basis, and the shares subject to those
terminated rights shall accordingly vest at that time.

                  G.       The portion of any Incentive Stock Option accelerated
in connection with a Corporate Transaction shall remain exercisable as an
Incentive Stock Option only to the extent the applicable One Hundred Thousand
Dollar limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such Incentive Stock Option shall be
exercisable as a Non-Statutory Option under the Code.

                  H.       The grant of Stock Options under the Plan shall in no
way affect the right of the Company 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.

         IV.      Cancellation and Regrant of Stock Options

                  The Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected Participants, the
cancellation of any or all outstanding Stock Options under the Plan and to grant
in substitution therefor new Stock Options covering the same or different number
of shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.

                                      B-8
<PAGE>

                                  ARTICLE THREE

                                  MISCELLANEOUS
                                  -------------

         I.       Financing

                  The Administrator may permit any Participant to pay the option
exercise price upon exercise of a Stock Option by delivering a full-recourse,
interest bearing promissory note payable in one or more installments and secured
by the purchased shares. The terms of any such promissory note (including the
interest rate and the terms of repayment) shall be established by the
Administrator in its sole discretion. In no event may the maximum credit
available to the Participant exceed the sum of (i) the aggregate option exercise
price (less the par value of those shares) plus (ii) any Federal, state and
local income and employment tax liability incurred by the Participant in
connection with the option exercise.

         II.      Effective Date and Term of Plan

                  A.       The Plan shall become effective on the date on which
it is adopted by the Board (the "Effective Date"), provided, however, that if
the Plan is not approved by a vote of the stockholders of the Company within
twelve (12) months after the Effective Date, the Plan and any Benefits granted
under the Plan shall terminate.

                  B.       The Plan shall terminate upon the earliest of (i)
March 1, 2012, (ii) the date on which all shares of Common Stock available for
issuance under the Plan shall have been issued as vested shares or (iii) the
termination of all outstanding Stock Options in connection with a Corporate
Transaction. Upon such Plan termination, all Stock Options and unvested stock
issuances outstanding under the Plan shall continue to have full force and
effect in accordance with the provisions of the Agreements.

         III.     Amendment of the Plan

                  A.       The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such
amendment or modification shall adversely affect the rights and obligations with
respect to Stock Options or unvested stock issuances at the time outstanding
under the Plan unless the Participant or the Participant consents to such
amendment or modification. In addition, certain amendments may require
stockholder approval pursuant to applicable laws and regulations.

                  B.       Stock Options may be granted under the Plan which are
in excess of the number of shares of Common Stock then available for issuance
under the Plan, provided any excess shares actually issued shall be held in
escrow until there is obtained stockholder approval of an amendment sufficiently
increasing the number of shares of Common Stock available for issuance under the
Plan. If such stockholder approval is not obtained within twelve (12) months
after the date the first such excess grants are made, then (i) any unexercised

                                      B-9
<PAGE>

Stock Options granted on the basis of such excess shares shall terminate and
cease to be outstanding and (ii) the Company shall promptly refund to the
Participants the exercise or purchase price paid for any excess shares issued
under the Plan and held in escrow, together with interest (at the applicable
Short Term Federal Rate) for the period the shares of Common Stock were held in
escrow, and such shares shall thereupon be automatically cancelled and cease to
be outstanding.

         IV.      Use of Proceeds

                  Any cash proceeds received by the Company from the sale of
shares of Common Stock under the Plan shall be used for general corporate
purposes.

         V.       Withholding

                  The Company's obligation to deliver shares of Common Stock
upon the exercise of any Stock Options under the Plan shall be subject to the
satisfaction of all applicable Federal, state and local income and employment
tax withholding requirements.

         VI.      Regulatory Approvals

                  The implementation of the Plan, the granting of any Stock
Options under the Plan and the issuance of any shares of Common Stock upon the
exercise of any Stock Option shall be subject to the Company's procurement of
all approvals and permits required by regulatory authorities having jurisdiction
over the Plan and the Stock Options granted under it.

         VII.     No Employment or Service Rights

                  Nothing in the Plan shall confer upon a Participant any right
to continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Related Entity
employing or retaining a Participant), which rights are hereby expressly
reserved, to terminate a Participant's Service at any time for any reason, with
or without cause.

                                      B-10
<PAGE>

                                    APPENDIX
                                    --------


         The following definitions shall be in effect under the Plan:

                  A.       Board shall mean the Company's Board of Directors.

                  B.       Committee shall mean a committee of two (2) or more
Board members appointed by the Board to exercise one or more administrative
functions under the Plan.

                  C.       Corporate Transaction shall mean either of the
following stockholder-approved transactions to which the Company is a party:

                           (i)      a merger or consolidation in which
         securities possessing more than fifty percent (50%) of the total
         combined voting power of the Company's outstanding securities are
         transferred to a person or persons different from the persons holding
         those securities immediately prior to such transaction, or

                           (ii)     the sale, transfer or other disposition of
         all or substantially all of the Company's assets in complete
         liquidation or dissolution of the Company.

                  D.       Disability shall mean the inability of the
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment and shall be determined by
the Administrator on the basis of such medical evidence as the Administrator
deems warranted under the circumstances.

                  E.       Employee shall mean an individual who is in the
employ of the Company (or any Related Entity), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

                  F.       Fair Market Value per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                           (i)      If the Common Stock is at the time traded on
         the Nasdaq National Market, the SmallCap Market or the OTC Bulletin
         Board, then the Fair Market Value shall be the closing selling price
         per share of Common Stock on the date in question, as such price is
         reported on the Nasdaq National Market, the SmallCap Market or the OTC
         Bulletin Board, as the case may be. If there is no closing selling
         price for the Common Stock on the date in question, then the Fair
         Market Value shall be the closing selling price on the last preceding
         date for which such quotation exists.

                           (ii)     If the Common Stock is at the time listed on
         any Stock Exchange, then the Fair Market Value shall be the closing
         selling price per share of Common Stock on the date in question on the
         Stock Exchange determined by the Administrator to be the primary market
         for the Common Stock, as such price is officially quoted in the
         composite tape of transactions on such exchange. If there is no closing
         selling price for the Common Stock on the date in question, then the
         Fair Market Value shall be the closing selling price on the last
         preceding date for which such quotation exists.

                                       1
<PAGE>

                           (iii)    If the Common Stock is at the time neither
         listed on any Stock Exchange nor traded on the Nasdaq National Market
         or SmallCap Market or the OTC Bulletin Board, then the Fair Market
         Value shall be determined by the Administrator after taking into
         account such factors as the Administrator shall deem appropriate.

                  G.       Involuntary Termination shall mean the termination of
the Service of any individual which occurs by reason of:

                           (i)      such individual's involuntary dismissal or
         discharge by the Company for reasons other than Misconduct, or

                           (ii)     such individual's voluntary resignation
         following (A) a change in his or her position with the Company which
         materially reduces his or her duties and responsibilities or the level
         of management to which he or she reports, or (B) a reduction in his or
         her level of compensation (including base salary, fringe benefits and
         target bonuses under any corporate-performance based bonus or incentive
         programs) by more than thirty percent (30%).

                  H.       Misconduct shall mean the commission of any act of
fraud, embezzlement or dishonesty by a Participant, any unauthorized use or
disclosure by such person of confidential information or trade secrets of the
Company (or any Related Entity), or any other intentional misconduct by such
person adversely affecting the business or affairs of the Company (or any
Related Entity) in a material manner. The foregoing definition shall not be
deemed to be inclusive of all the acts or omissions which the Company (or any
Related Entity) may consider as grounds for the dismissal or discharge of any
Participant, Participant or other person in the Service of the Company (or any
Related Entity).

                  I.       Administrator shall mean either the Board or the
Committee acting in its capacity as administrator of the Plan.

                  J.       Service shall mean the provision of services to the
Company (or any Related Entity) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

                  K.       Stock Exchange shall mean either the American Stock
Exchange or the New York Stock Exchange.

                  L.       10% Stockholder shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company (or any
Related Entity). # 8125762 v1

                                       2
<PAGE>

                          AMENDMENT TO 2002 STOCK PLAN
                          ----------------------------



                                  CIMNET, INC.

                                 2002 STOCK PLAN


         This Cimnet, Inc. 2002 Stock Plan (the "2002 Plan") is hereby amended
as follows:

         1. Article One, Section V, Paragraph B of the 2002 Plan is amended to
read as follows:


Aggregate Limit. The maximum number of shares of Common Stock that may be issued
under the Plan shall not exceed 1,300,000 shares.


         2. Except as expressly amended, the provisions of the Plan shall remain
in full force and effect.

         3. This Amendment shall be effective immediately upon approval by the
Company's Board of Directors and stockholders of the Company.


                                               Adopted by the Board of Directors
                                               this 9th day of April 2003.




                                               Approved by the Stockholders
                                               this day of May 20, 2003
<PAGE>

                          AMENDMENT TO 2002 STOCK PLAN
                          ----------------------------



                                  CIMNET, INC.

                                 2002 STOCK PLAN


         This Cimnet, Inc. 2002 Stock Plan (the "2002 Plan") is hereby amended
as follows:

         1. Article One, Section V, Paragraph B of the 2002 Plan is amended to
read as follows:


Aggregate Limit. The maximum number of shares of Common Stock that may be issued
under the Plan shall not exceed 1,600,000 shares.


         2. Except as expressly amended, the provisions of the Plan shall remain
in full force and effect.

         3. This Amendment shall be effective immediately upon approval by the
Company's Board of Directors and stockholders of the Company.


                                               Adopted by the Board of Directors
                                               this 9th day of April 2004.




                                               Approved by the Stockholders
                                               this day of May 24, 2004