10.2

THIS OPTION AND THE  UNDERLYING  SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"ACT"),  AND NO SALE OR TRANSFER  THEREOF MAY BE EFFECTED  WITHOUT AN  EFFECTIVE
REGISTRATION STATEMENT OR AN OPINION OF COUNSEL FOR THE HOLDER,  SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

            Right to Purchase up to 800,000 shares of Common Stock
                                      -of-
                             BEVERLY HOLDINGS, INC.
                             ----------------------

                          Common Stock Purchase Option

         BEVERLY HOLDINGS,  INC., a Nevada  corporation (the "Company"),  hereby
certifies that the holder of this Option identified on the signature page hereof
or its assigns (the  "Optionor" or the  "Holder"),  is entitled,  subject to the
terms set forth below,  to purchase from the Company at any time or from time to
time before 5:00 P.M.,  California  time,  on December  31, 2001 (the  "Exercise
Period"),  the number of fully paid and  non-assessable  shares of Common Stock,
par value $.001 per share, of the Company set forth on the signature page hereof
(the "Option  Shares"),  at a purchase price per share of One Dollar  (USD$1.00)
per share  (such  purchase  price per share as  adjusted  from time to time,  as
herein provided, is hereinafter referred to as the "Purchase Price"). The number
and character of such shares of Common Stock and the Purchase  Price are subject
to adjustment as provided herein.
         As used  herein,  the  following  terms,  unless the context  otherwise
requires, have the following respective meanings:
                                    (c)     The  term  "Company"  shall  include
         BEVERLY  HOLDINGS,  INC. and any corporation or other entity that shall
         succeed or assume the obligations of the Company hereunder.

                                    (d)     The term  "Common  Stock" shall mean
         the Company's Common Stock, par value $.001 per share, as authorized on
         the date hereof.

                                    (e)     The term  "Option"  shall  mean this
         Common Stock Purchase  Option.  (f) The term "Option Shares" shall mean
         the shares of Common Stock issuable upon exercise of this Option.


                                       1
<PAGE>


         2.   Exercise of Options.
              -------------------
                  2.1.Full  Exercise.  This  Option may be  exercised  as to the
Option Shares in full by the Holder  hereof  (without the payment of any further
consideration  than the aggregate  Purchase  Price) by surrender of this Option,
with the attached form of subscription  duly executed by such Holder and payment
in the amount of the Purchase  Price in form and substance  satisfactory  to the
Company and that the Company has  received  payment in cash for each such Option
Share, in aggregate, to the Company at its principal office.
                  2.2. Partial Exercise. This Option may be exercised in part as
to the Option  Shares by the Holder  hereof  (without the payment of any further
consideration)  by  surrender  of this  Option  in the  manner  and at the place
provided  in Section  1.1.  On any such  partial  exercise,  the  Company at its
expense will  forthwith  issue and deliver to the Holder  hereof a new Option or
Options  of  like  tenor,  in the  name of the  Holder  hereof,  calling  in the
aggregate on the face or faces  thereof for the number of shares of Common Stock
for which such Option or Options may still be exercised.
         3.  Delivery  of  Stock  Certificates,  etc.  on  Exercise.  As soon as
practicable  after the  exercise of this  Option in full or in part,  and in any
event  within 10 days  thereafter,  the Company at its expense  will cause to be
issued in the name of and  delivered  to the Holder  hereof,  a  certificate  or
certificates  for the  number of fully paid and  nonassessable  shares of Common
Stock.  The  Company  shall  issue  fractions  of shares of Common  Stock on the
exercise of this Option to the extent required.
         4.  Adjustments  upon  Changes in  Capitalization.  The total number of
shares of Common Stock which may be  purchased  upon the exercise of this Option
shall be  appropriately  adjusted by the Company for any increase or decrease in
the  number  of  outstanding  shares  of  Common  Stock  resulting  from a stock
dividend,  subdivision,  combination, or reclassification of shares or any other
change in the corporate structure or shares of the Company.
         5.   Notices of Record Date.  In the event of
              ----------------------
                                    (a) any taking by the Company of a record of
                  the  Holders  of any class or  securities  for the  purpose of
                  determining  the Holders  thereof who are  entitled to receive
                  any dividend or other distribution,  or any right to subscribe
                  for,  purchase or otherwise acquire any shares of stock or any
                  class or any other  securities or property,  or to receive any
                  other right, or
                                    (b)  any  capital   reorganization   of  the
                  Company,  any  reclassification  or  recapitalization  of  the
                  capital  stock  of  the  Company  or  any  transfer  of all or
                  substantially   all  the   assets   of  the   Company   to  or
                  consolidation  or merger of the Company with or into any other
                  person, or
                                    (c) any     voluntary     or     involuntary
                  dissolution, liquidation or winding- up of the Company, or

                                    (d)  any  proposed  issue  or  grant  by the
                  Company  of any  shares  of  stock of any  class or any  other
                  securities,  or any right or option to subscribe for, purchase
                  or  otherwise  acquire any shares of stock of any class or any
                  other securities  (other than the issue of Common Stock on the
                  exercise of this Option),

then and in each such event the Company  will mail or cause to be mailed to each
Holder of this Option a notice  specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, (ii) the
date on which any such reorganization, reclassification, recapitalization,


                                       2
<PAGE>


transfer,  consolidation,  merger, dissolution,  liquidation or winding-up is to
take  place,  and the time,  if any is to be fixed,  as of which the  Holders of
record of Common Stock (or other securities) shall be entitled to exchange their
shares of Common Stock (or other  securities)  for  securities or other property
deliverable   on  such   reorganization,   reclassification,   recapitalization,
transfer,  consolidation,  merger,  dissolution,  liquidation or winding-up, and
(iii) the amount and  character of any stock or other  securities,  or rights or
options with respect thereto, proposed to be issued or granted, the date of such
proposed  issue or grant  and the  persons  or class  of  persons  to whom  such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least 20 days  prior to the date  specified  in such  notice  on which  any such
action is to be taken.

         6. Reservation of Stock, etc., Issuable on Exercise of this Option. The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery on the exercise of this Option, all shares of Common Stock from time to
time issuable on the exercise of this Option.

         7.  Representations and Warranties.  The Holder represents and warrants
to the Company that:

                                    (a) It has received, reviewed and been given
                  full access to information appropriate to its determination of
                  whether to invest in the Company; it has further been given an
                  opportunity to discuss issues relevant to its determination of
                  whether  to  invest  in the  Company  with  principals  of the
                  Company.
                                    (b) The  undersigned has full legal capacity
                  to enter into this  Option  and has  sufficient  business  and
                  investment experience to make an independent evaluation of the
                  merits and risks of an investment in the Company.
                                    (c) The undersigned  has carefully  reviewed
                  the merits and risks of, and other considerations relating to,
                  a possible investment in the Company.
                                    (d) The  undersigned has read and understood
                  the   restrictive   legends  set  forth  in  this  Option  and
                  understands that the exercise of the Option, and the resulting
                  issuance of the Company's  common stock, is subject to various
                  restrictions; that the common stock underlying the Option have
                  not and will not be  registered  under the  Securities  Act of
                  1933, as amended,  or under the securities  laws of any state,
                  that the common  stock  underlying  the Option  cannot be sold
                  until they are  registered  under said Act,  or are  otherwise
                  exempt from registration or qualification thereunder; that the
                  Company  will not record the sale or other  transfer of any of
                  the common stock underlying the Option without compliance with
                  said  securities  laws;  and that  the  Holder  must  bear the
                  economic risk of ownership of the common stock  underlying the
                  Option for an indefinite  period of time. The undersigned,  on
                  behalf of the  Holder,  shall not sell,  assign,  transfer  or
                  otherwise  dispose of all or any part of the  common  stock or
                  its interest therein except in compliance with applicable U.S.
                  Federal and State securities laws.
                                    (e)   The   undersigned   understands   that
                  Holder's  investment in the common stock underlying the Option
                  is not  liquid and that such  investment  is  speculative  and
                  involves considerable risk. The undersigned,  on behalf of the
                  Holder,  has adequate means of providing for its current needs
                  and personal  contingencies  and has no need for  liquidity in
                  this investment.
                                    (f) Except for this  Option  Agreement,  and
                  any other  information  that its advisors  have  requested and
                  received  directly from the Company,  neither the  undersigned
                  nor its  advisors  have  been  furnished  any  other  offering
                  material or literature upon which we have relied in connection
                  with the  determination  of  whether  or not to  purchase  the
                  common stock underlying the Option.
                                    (g)  The   undersigned   and  the   Holder's
                  advisors,  if any, have had an  opportunity  to review all the
                  pertinent   facts,  to  ask  questions,   and  to  obtain  any
                  additional information,  to the extent possessed or obtainable
                  without   unreasonable  effort  and  expense,   regarding  the
                  Company, its key employees, its business, financial condition,


                                       3
<PAGE>


                  the  offering  of the Option and the common  stock  underlying
                  such Option,  the risks of  investment  in the Company and any
                  other matters relating to any of the above, and any additional
                  information   necessary   to  verify  the   accuracy   of  any
                  representation  made or information  set forth by the Company.
                  The Company has supplied all material  requested,  if any, and
                  has given complete and satisfactory  answers to all inquiries,
                  if any, that the Holder's  advisors and the  undersigned  have
                  put to it concerning the matters listed above.
                                    (h)  All  information  the  undersigned  has
                  supplied  in the  Option  Agreement  is  true,  accurate,  and
                  complete and fairly  reflects the situation to the best of the
                  undersigned's knowledge.
                                    (i) The offer and sale of the  common  stock
                  underlying  the  Option  to the  Holder  has  been  made in an
                  offshore transaction, meaning the offer was made to the Holder
                  outside the United States and, if the Option is exercised, the
                  Holder  is buying  the  common  stock  underlying  the  Option
                  outside the United States.  The undersigned  certifies that he
                  is not a U.S. person and that the Holder is not a U.S. entity,
                  meaning that neither he nor the Holder resides or is domiciled
                  in  the  United  States  of  America,   its   territories   or
                  possessions,  or  any  State  of  the  United  States,  or the
                  District of Columbia.
                                    (j) Neither the undersigned, nor the Holder,
                  is acquiring the common stock underlying the Option as part of
                  any activity  undertaken for the purpose of  conditioning  the
                  market  for  common  stock in the  United  States and will not
                  refer to its purchase of the common stock in any advertisement
                  in any  publication  of  general  circulation  in  the  United
                  States.
                                    (k) The  undersigned  understands  that  the
                  information  provided  by the Company in  connection  with the
                  purchase of the common  stock  underlying  the Option does not
                  constitute legal, investment, tax or other advice.
                                    (l) The Holder acknowledges that a legend to
                  the  following  effect will appear or be deemed to appear upon
                  any certificate  representing  the common stock underlying the
                  Option:


         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  SUCH SHARES
         CANNOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  (A)  AN  EFFECTIVE
         REGISTRATION  STATEMENT,  OR (B) AN OPINION OF COUNSEL  FOR THE HOLDER,
         SATISFACTORY TO COUNSEL FOR THE COMPANY,  THAT SUCH REGISTRATION IS NOT
         REQUIRED UNDER THE ACT.

                                       4
<PAGE>


         8.  Replacement  of this  Option.  On  receipt of  evidence  reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Option and, in the case of any such loss, theft or destruction of any Option, on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation of such Option,  the Company at Holder's  expense will execute
and deliver, in lieu thereof, a new Option of like tenor.
         9. Option  Agent.  The Company may, by written  notice to the Holder of
this  Option,  appoint an agent for the purpose of issuing  Common  Stock on the
exercise  of this  Option  pursuant  to Section 1 hereof and  replacing  Options
pursuant to Section 6 hereof,  or either of the  foregoing,  and  thereafter any
such issuance or  replacement,  as the case may be, shall be made at such office
by such agent.
         10. Negotiability, etc. This Option is issued upon the following terms,
to all of which each Holder or owner  hereof by the taking  hereof  consents and
agrees:
                  If in compliance with all applicable law, this Option is fully
assignable by the Holder without the Company's prior written consent; and

                  Until the Company  receives  written notice of any transfer of
the Option,  the Company may treat the registered  Holder hereof as the absolute
owner hereof for all purposes.

         11. Notices, etc. All notices and other communications from the Company
to the  Holder  of this  Option  shall be mailed by first  class  registered  or
certified  mail,  postage  prepaid,  or Federal  Express or any other  generally
recognized  overnight  courier at such address as may have been furnished to the
Company in writing by such  Holder or,  until any such Holder  furnishes  to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Option who has so furnished an address to the Company.
         12.  Miscellaneous.  This  Option and any term  hereof may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Option shall be construed and enforced in  accordance  with and
governed by the laws of the State of California. The headings in this Option are
for purposes of references  only, and shall not limit or otherwise affect any of
the terms hereof.  The invalidity or  unenforceability  of any provision  hereof
shall in no way affect the validity or enforceability of any other provision. If
any arbitration,  litigation, action, suit, or other proceeding is instituted to
remedy,  prevent or obtain relief from a breach of this Option, in relation to a
breach of this  Option or  pertaining  to a  declaration  of rights  under  this
Option,  the  prevailing  party will  recover all such party's  attorneys'  fees
incurred in each and every such action, suit or other proceeding,  including any
and all appeals or petitions therefrom.


                                       5
<PAGE>




Dated as of April ___, 2001
                                      BEVERLY HOLDINGS, INC.



                                      By:
                                      Title: ________________________________


OPTION HOLDER:

INTERNATIONAL FIDUCIARY TRUST & HOLDINGS, S.A.

Number of Option Granted:           800,000 shares


                                       6
<PAGE>


                              FORM OF SUBSCRIPTION
                 (To be signed only on exercise of this Option)
                OPTION EXERCISE NOTICE AND SUBSCRIPTION AGREEMENT


Attention:  Corporate Secretary


         1. Exercise of Option. The undersigned  ("Purchaser")  hereby elects to
purchase __________________________ shares (the "Shares") of common stock, $.001
par value,  of Beverly  Holdings,  Inc. (the  "Company"),  pursuant to the stock
option agreement as of April ___, 2001, by and between  ___________________  and
the Company (the "Option").  All capitalized  terms not otherwise  defied herein
shall have the meanings set forth in the Option.

          2. Representations of Purchaser. Purchaser
              represents and Options to the Company that:

                                    (a)  Purchaser   has   received,   read  and
                  understands:  (i) the Option;  and (ii) this  Option  Exercise
                  Notice and Agreement  ("Agreement")  and agrees to be bound by
                  the terms and conditions thereof.
                                    (b) Purchaser has access to all  information
                  regarding   the  Company  and  its  present  and   prospective
                  business,  assets,  liabilities and financial  condition which
                  have been filed with the  Securities  and Exchange  Commission
                  pursuant  to  Section  13 of the  Securities  Act of 1934,  as
                  amended  (the  "Exchange  Act"),  and  Purchaser  has  had the
                  opportunity to ask questions of the Company's  representatives
                  concerning such matters and this investment.
                                    (c) Purchaser is fully aware that investment
                  in the  Shares  involves  risk and that no  assurances  can be
                  given as to the future performance of the Shares.
                                    (d) If Purchaser is "directly or  indirectly
                  the beneficial  owner of more than 10 per cent of the Shares,"
                  or an  "officer"  or  "director"  of the  Company,  within the
                  meaning  of  Section  16  of  the  Exchange   Act,   Purchaser
                  recognizes that the Shares  purchased  hereby may give rise to
                  liability to the Company for short swing profits under Section
                  16 of the Exchange Act.
                                    (e)  Purchaser is  acquiring  the Shares for
                  Purchaser's own account and for investment and not with a view
                  to  distribution.  The Purchaser  understands that such Shares
                  may not have been registered under the Securities Act of 1933,
                  as amended (the "Act"), and, accordingly,  such Shares may not
                  be sold or transferred in the absence of such  registration or
                  exemption therefrom under the Act.
                                    (f) Purchaser is not  purchasing  the Shares
                  on the  basis  of  material  information  that  has  not  been
                  publicly disclosed.
                                    (g) If  Purchaser  effects a transfer of any
                  of the Shares  purchased  hereby  which  does not comply  with
                  applicable  law or any of the  provisions  of this  Agreement,
                  Purchaser  agrees to indemnify  and hold the Company  harmless
                  from any loss, liability,  claim, damage or expense occasioned
                  thereby, including, without limitation,  reasonable attorney's
                  fees and costs of suit.
                                    (h) Purchaser  acknowledges  and understands
                  that no United States  federal or state agency has passed upon
                  or  made  any  recommendation  or  endorsement  of the  Shares
                  purchased hereby.


                                       7
<PAGE>



                                    (i)  Purchaser  is  fully  aware  of the tax
                  consequences  associated  with the  exercise of the Option and
                  the disposition of the Shares acquired thereby.

         3.  Restrictive  Legend.  Purchaser  understands and agrees that if the
sale by  Purchaser  of the Shares is not  covered by an  effective  Registration
Statement under the Securities Act the Company may, in its discretion, cause the
legend set forth  below,  or a legend  substantially  equivalent  hereto,  to be
placed upon any  certificate(s)  evidencing  ownership  of the Shares  purchased
hereby, together with any other legends that may be required by state or federal
securities laws:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  SUCH SHARES
         CANNOT  BE  OFFERED  OR  SOLD  EXCEPT  PURSUANT  TO  (A)  AN  EFFECTIVE
         REGISTRATION  STATEMENT,  OR (B) AN OPINION OF COUNSEL  FOR THE HOLDER,
         SATISFACTORY TO COUNSEL FOR THE COMPANY,  THAT SUCH REGISTRATION IS NOT
         REQUIRED UNDER THE ACT.

         4. Notice. Any notice required or permitted hereunder shall be given in
writing and shall be deemed  effectively  given upon  personal  delivery or upon
deposit in the United  States  mail by  certified  or  registered  mail,  return
receipt requested,  with postage and fees prepaid,  addressed to the other party
at its address as shown below beneath its signature, or to such other address as
such party may designate in writing from time to time to the other party.

                           5.       Further  Instruments.  The parties  agree to
                  execute  such  further  instruments  and to take such  further
                  action  as  may be  reasonably  necessary  to  carry  out  the
                  purposes and intent of this Agreement.

                           6.       Entire Document.  The Option  (including the
                  Registration   Terms  and  Conditions   attached  thereto)  is
                  incorporated  herein  by  reference.  This  Agreement  and the
                  Option  constitute  the entire  agreement  of the  parties and
                  supersede all prior undertakings, agreements, representations,
                  warranties  and  understandings  with  respect to the  subject
                  matter hereof.

                           7.       Headings.  The  headings  contained  in this
                  Agreement are for  reference  only and shall not affect in any
                  way the meaning or interpretation of this Agreement.

                           8.       Governing Law. This Agreement and all action
                  taken hereunder  shall be enforced,  governed and construed by
                  and  interpreted  under  the laws of the  State of  California
                  applicable to contracts made and to be performed wholly within
                  such State without giving effect to the principles of conflict
                  of laws thereof.

                           9.      Purchase   Price;   Delivery   of   Payment;
                  Withholding.  The  purchase  price  of  the  Shares  purchased
                  hereunder is  $_________,  being equal to the number of Shares
                  to be  purchased  hereunder  pursuant  to the  exercise of the
                  Option  described  in  Paragraph 1 hereof,  multiplied  by the
                  exercise  price as set forth in the Option.  Purchaser  hereby
                  pays the purchase  price of  $_________ in full by delivery of
                  $________ in cash.


                                       8
<PAGE>



     IN WITNESS WHEREOF, Purchaser has executed this Agreement this _____ day of


                            Name: ______________________________________

                            Address: ____________________________________

                            --------------------------------------------

                            --------------------------------------------


                                       9
<PAGE>