ALPHATRADE.COM 2008 Incentive Stock Plan

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         THIS  ALPHATRADE.COM 2008 INCENTIVE STOCK PLAN (the "Plan") is designed
to retain  directors,  executives  and selected  employees and  consultants  and
reward them for making major contributions to the success of the Company.  These
objectives are accomplished by making long-term  incentive awards under the Plan
thereby  providing  Participants  with a proprietary  interest in the growth and
performance of the Company.

1.   Definitions.

     (a) "Board" - The Board of Directors of the Company.

     (b)"Code" - The  Internal  Revenue  Code of 1986,  as amended  from time to
        time.

     (c)"Committee"  - The  Compensation  Committee of the Company's  Board,  or
        such other  committee  of the Board that is  designated  by the Board to
        administer the Plan,  composed of not less than two members of the Board
        all of whom are  disinterested  persons,  as  contemplated by Rule 16b-3
        ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as
        amended (the "Exchange Act").

     (d)"Company" - Alphatrade.com and its subsidiaries  including  subsidiaries
        of subsidiaries.

     (e)"Exchange  Act" - The  Securities  Exchange Act of 1934, as amended from
        time to time.

     (f)"Fair Market Value" - The fair market value of the Company's  issued and
        outstanding Stock as determined in good faith by the Board or Committee.

     (g)"Grant" - The grant of any form of stock option,  stock award,  or stock
        purchase offer,  whether granted singly, in combination or in tandem, to
        a Participant pursuant to such terms,  conditions and limitations as the
        Committee may establish in order to fulfill the objectives of the Plan.

     (h)"Grant  Agreement" - An agreement  between the Company and a Participant
        that sets forth the terms,  conditions and  limitations  applicable to a
        Grant.

     (i)"Option" - Either an Incentive Stock Option,  in accordance with Section
        422 of Code, or a Nonstatutory  Option,  to purchase the Company's Stock
        that may be awarded to a Participant  under the Plan. A Participant  who
        receives an award of an Option shall be referred to as an "Optionee."

     (j)"Participant"  - A  director,  officer,  employee or  consultant  of the
        Company to whom an Award has been made under the Plan.

     (k)"Restricted  Stock Purchase  Offer" - A Grant of the right to purchase a
        specified  number  of shares of Stock  pursuant  to a written  agreement
        issued under the Plan.



                                Exhibit 10.1 - 1
<PAGE>
     (l)"Securities  Act" - The  Securities Act of 1933, as amended from time to
        time.

     (m)"Stock" -  Authorized  and issued or unissued  shares of common stock of
        the Company.

     (n)"Stock Award" - A Grant made under the Plan in stock or  denominated  in
        units of  stock  for  which  the  Participant  is not  obligated  to pay
        additional consideration.

2.   Administration.  The Plan  shall be  administered  by the  Board,  provided
     however,  that the Board may delegate such administration to the Committee.
     Subject to the provisions of the Plan, the Board and/or the Committee shall
     have authority to (a) grant, in its discretion,  Incentive Stock Options in
     accordance  with Section 422 of the Code, or  Nonstatutory  Options,  Stock
     Awards or Restricted Stock Purchase Offers; (b) determine in good faith the
     fair market value of the Stock covered by any Grant;  (c)  determine  which
     eligible   persons  shall   receive   Grants  and  the  number  of  shares,
     restrictions,  terms and  conditions  to be  included in such  Grants;  (d)
     construe and interpret the Plan;  (e)  promulgate,  amend and rescind rules
     and  regulations  relating  to its  administration,  and  correct  defects,
     omissions and inconsistencies in the Plan or any Grant; (f) consistent with
     the Plan and with the consent of the Participant, as appropriate, amend any
     outstanding  Grant  or  amend  the  exercise  date or  dates  thereof;  (g)
     determine  the  duration  and  purpose  of leaves of  absence  which may be
     granted  to  Participants   without   constituting   termination  of  their
     employment for the purpose of the Plan or any Grant; and (h) make all other
     determinations  necessary or advisable for the Plan's  administration.  The
     interpretation  and construction by the Board of any provisions of the Plan
     or selection of  Participants  shall be conclusive and final.  No member of
     the Board or the Committee shall be liable for any action or  determination
     made in good faith with respect to the Plan or any Grant made thereunder.

3.   Eligibility.

     (a)General:  The persons who shall be eligible to receive  Grants  shall be
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        directors,  officers,  employees or consultants to the Company. The term
        consultant shall mean any person, other than an employee, who is engaged
        by the Company to render  services and is compensated for such services.
        An Optionee may hold more than one Option. Any issuance of a Grant to an
        officer or director of the Company  subsequent to the first registration
        of any of the  securities  of the Company  under the  Exchange Act shall
        comply with the requirements of Rule 16b-3.

     (b)Incentive  Stock Options:  Incentive Stock Options may only be issued to
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        employees  of the  Company.  Incentive  Stock  Options may be granted to
        officers or directors,  provided they are also employees of the Company.
        Payment  of a  director's  fee shall  not be  sufficient  to  constitute
        employment by the Company.

                  The Company  shall not grant an  Incentive  Stock Option under
         the Plan to any  employee if such Grant would  result in such  employee
         holding  the right to exercise  for the first time in any one  calendar


                                Exhibit 10.1 - 2
<PAGE>
         year,  under all Incentive  Stock Options granted under the Plan or any
         other plan  maintained by the Company,  with respect to shares of Stock
         having an aggregate fair market value, determined as of the date of the
         Option is granted, in excess of $100,000.  Should it be determined that
         an Incentive  Stock Option  granted under the Plan exceeds such maximum
         for any  reason  other  than a failure in good faith to value the Stock
         subject to such  option,  the excess  portion of such  option  shall be
         considered a Nonstatutory  Option. To the extent the employee holds two
         (2) or more such Options which become exercisable for the first time in
         the same calendar year, the foregoing  limitation on the exercisability
         of such Option as Incentive  Stock  Options  under the Federal tax laws
         shall be applied on the basis of the order in which  such  Options  are
         granted.  If, for any reason,  an entire  Option does not qualify as an
         Incentive Stock Option by reason of exceeding such maximum, such Option
         shall be considered a Nonstatutory Option.

     (c)Nonstatutory  Option: The provisions of the foregoing Section 3(b) shall
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        not apply to any Option  designated as a "Nonstatutory  Option" or which
        sets  forth  the   intention  of  the  parties  that  the  Option  be  a
        Nonstatutory Option.

     (d)Stock Awards and  Restricted  Stock Purchase  Offers:  The provisions of
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        this  Section 3 shall not apply to any Stock Award or  Restricted  Stock
        Purchase Offer under the Plan.

4.   Stock.

     (a)Authorized  Stock:  Stock  subject to Grants may be either  unissued  or
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        reacquired Stock.

     (b)Number of Shares:  Subject to  adjustment as provided in Section 5(i) of
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        the Plan,  the total number of shares of Stock which may be purchased or
        granted  directly by Options,  Stock Awards or Restricted Stock Purchase
        Offers,  or purchased  indirectly  through  exercise of Options  granted
        under the Plan shall not exceed  Seven  Million  Eight  Hundred  Fifteen
        Thousand (7,815,000) shares. If any Grant shall for any reason terminate
        or expire,  any shares allocated thereto but remaining  unpurchased upon
        such expiration or termination  shall again be available for Grants with
        respect  thereto  under  the  Plan as  though  no Grant  had  previously
        occurred  with  respect  to such  shares.  Any  shares  of Stock  issued
        pursuant to a Grant and repurchased  pursuant to the terms thereof shall
        be available  for future  Grants as though not  previously  covered by a
        Grant.

     (c)Reservation  of Shares:  The Company shall reserve and keep available at
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        all times  during the term of the Plan such number of shares as shall be
        sufficient to satisfy the requirements of the Plan. If, after reasonable
        efforts, which efforts shall not include the registration of the Plan or
        Grants  under  the  Securities  Act,  the  Company  is  unable to obtain
        authority from any applicable  regulatory body,  which  authorization is


                                Exhibit 10.1 - 3
<PAGE>
        deemed  necessary  by  legal  counsel  for the  Company  for the  lawful
        issuance  of shares  hereunder,  the  Company  shall be  relieved of any
        liability  with  respect to its failure to issue and sell the shares for
        which such requisite  authority was so deemed necessary unless and until
        such authority is obtained.

     (d)Application  of Funds:  The  proceeds  received by the Company  from the
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        sale of Stock  pursuant to the exercise of Options or rights under Stock
        Purchase Agreements will be used for general corporate purposes.

     (e)No  Obligation  to  Exercise:  The  issuance of a Grant shall  impose no
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        obligation upon the Participant to exercise any rights under such Grant.

5.   Terms  and  Conditions  of  Options.  Options  granted  hereunder  shall be
     evidenced by agreements  between the Company and the respective  Optionees,
     in such form and  substance  as the Board or  Committee  shall from time to
     time approve.  The form of Incentive Stock Option Agreement attached hereto
     as Exhibit A and the three forms of a Nonstatutory  Stock Option  Agreement
     for  employees,  for  directors  and for  consultants,  attached  hereto as
     Exhibit B-1, Exhibit B-2 and Exhibit B-3, respectively,  shall be deemed to
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     be approved by the Board.  Option agreements need not be identical,  and in
     each  case may  include  such  provisions  as the  Board or  Committee  may
     determine,  but all such agreements  shall be subject to and limited by the
     following terms and conditions:

     (a)Number of Shares:  Each Option shall state the number of shares to which
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        it pertains.


     (b) Exercise Price: Each Option shall state the exercise price.
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     (c)Medium and Time of Payment:  The exercise price shall become immediately
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        due upon  exercise of the Option and shall be paid in cash or check made
        payable  to the  Company.  Should  the  Company's  outstanding  Stock be
        registered  under  Section  12(g)  of the  Exchange  Act at the time the
        Option  is  exercised,  then  the  exercise  price  may  also be paid as
        follows:

        (i)  in shares of Stock held by the  Optionee 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) through a special sale and remittance  procedure  pursuant to which
             the  Optionee  shall  concurrently   provide   irrevocable  written
             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


                                Exhibit 10.1 - 4
<PAGE>
             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  purchase  and (b) to the  Company to deliver the
             certificates  for the purchased  shares  directly to such brokerage
             firm in order to complete the sale transaction.

                  At the discretion of the Board, exercisable either at the time
         of Option grant or of Option  exercise,  the exercise price may also be
         paid  (i) by  Optionee's  delivery  of a  promissory  note in form  and
         substance  satisfactory to the Company and permissible under applicable
         securities rules and bearing interest at a rate determined by the Board
         in its sole  discretion,  but in no event less than the minimum rate of
         interest required to avoid the imputation of compensation income to the
         Optionee  under the  Federal  tax laws,  or (ii) in such  other form of
         consideration  permitted by the State of Oklahoma  corporations  law as
         may be acceptable to the Board.

     (d)Term and Exercise of Options:  Any Option  granted to an employee of the
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        Company  shall  become  exercisable  over a period of no longer than ten
        (10) years. No Option shall be exercisable,  in whole or in part,  prior
        to one (1) year  from the date it is  granted  unless  the  Board  shall
        specifically determine otherwise,  as provided herein. In no event shall
        any Option be  exercisable  after the  expiration of ten (10) years from
        the date it is granted.  Unless otherwise  specified by the Board or the
        Committee in the resolution  authorizing such Option,  the date of grant
        of an Option  shall be deemed to be the date upon which the Board or the
        Committee authorizes the granting of such Option.

                  Each Option shall be  exercisable  to the nearest whole share,
         in installments or otherwise,  as the respective  Option agreements may
         provide.  During the  lifetime  of an  Optionee,  the  Option  shall be
         exercisable  only  by the  Optionee  and  shall  not be  assignable  or
         transferable  by the  Optionee,  and no other person shall  acquire any
         rights therein. To the extent not exercised, installments (if more than
         one) shall accumulate,  but shall be exercisable,  in whole or in part,
         only during the period for exercise as stated in the Option  agreement,
         whether or not other installments are then exercisable.

     (e)Termination   of  Status  as  Employee,   Consultant  or  Director:   If
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        Optionee's  status as an employee  shall  terminate for any reason other
        than Optionee's  disability or death,  then Optionee (or if the Optionee
        shall die after  such  termination,  but prior to  exercise,  Optionee's
        personal representative or the person entitled to succeed to the Option)
        shall  have the right to  exercise  the  portions  of any of  Optionee's
        Incentive  Stock Options which were  exercisable  as of the date of such
        termination,  in whole or in part,  not less  than 30 days nor more than
        three  (3)  months  after  such   termination   (or,  in  the  event  of
        "termination  for good cause" as that term is defined in Nevada case law
        related thereto,  or by the terms of the Plan or the Option Agreement or
        an employment agreement,  the Option shall automatically terminate as of
        the termination of employment as to all shares covered by the Option).




                                Exhibit 10.1 - 5
<PAGE>
                  With respect to  Nonstatutory  Options  granted to  employees,
         directors  or  consultants,  the  Board may  specify  such  period  for
         exercise,   not  less  than  30  days  (except  that  in  the  case  of
         "termination  for  cause" or removal of a  director,  the Option  shall
         automatically terminate as of the termination of employment or services
         as to shares covered by the Option, following termination of employment
         or services as the Board deems reasonable and  appropriate.  The Option
         may be exercised  only with respect to  installments  that the Optionee
         could  have  exercised  at the date of  termination  of  employment  or
         services.  Nothing  contained  herein or in any Option granted pursuant
         hereto shall be construed to affect or restrict in any way the right of
         the Company to terminate the employment or services of an Optionee with
         or without cause.

     (f)Disability of Optionee:  If an Optionee is disabled  (within the meaning
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        of Section  22(e)(3) of the Code) at the time of termination,  the three
        (3)  month  period  set forth in  Section  5(e)  shall be a  period,  as
        determined  by the Board and set forth in the  Option,  of not less than
        six months nor more than one year after such termination.

     (g)Death of Optionee:  If an Optionee dies while  employed by, engaged as a
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        consultant  to, or serving as a Director of the Company,  the portion of
        such Optionee's Option which was exercisable at the date of death may be
        exercised,  in whole or in part,  by the estate of the  decedent or by a
        person  succeeding  to the  right to  exercise  such  Option at any time
        within  (i) a period,  as  determined  by the Board and set forth in the
        Option, of not less than six (6) months nor more than one (1) year after
        Optionee's  death,  which  period  shall  not be more,  in the case of a
        Nonstatutory Option, than the period for exercise following  termination
        of  employment  or services,  or (ii) during the  remaining  term of the
        Option,  whichever is the lesser.  The Option may be so  exercised  only
        with respect to installments exercisable at the time of Optionee's death
        and not previously exercised by the Optionee.

     (h)Nontransferability  of Option:  No Option shall be  transferable  by the
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        Optionee, except by will or by the laws of descent and distribution.

     (i)Recapitalization:  Subject to any required action of  shareholders,  the
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        number of shares of Stock covered by each  outstanding  Option,  and the
        exercise price per share thereof set forth in each such Option, shall be
        proportionately  adjusted  for any increase or decrease in the number of
        issued  shares of Stock of the  Company  resulting  from a stock  split,
        stock dividend, combination,  subdivision or reclassification of shares,
        or the payment of a stock dividend, or any other increase or decrease in
        the number of such shares affected  without receipt of  consideration by
        the  Company;  provided,  however,  the  conversion  of any  convertible
        securities  of the  Company  shall not be deemed to have been  "effected
        without receipt of consideration" by the Company.

                  In the event of a proposed  dissolution  or liquidation of the
         Company,  a merger or  consolidation  in which the  Company  is not the


                                Exhibit 10.1 - 6
<PAGE>
         surviving  entity,  or a sale of all or substantially all of the assets
         or capital  stock of the Company  (collectively,  a  "Reorganization"),
         unless  otherwise  provided by the Board,  this Option shall  terminate
         immediately  prior to such date as is  determined  by the Board,  which
         date shall be no later than the consummation of such Reorganization. In
         such event, if the entity which shall be the surviving  entity does not
         tender to Optionee an offer,  for which it has no  obligation to do so,
         to  substitute  for any  unexercised  Option a stock  option or capital
         stock of such surviving of such surviving entity, as applicable,  which
         on an equitable basis shall provide the Optionee with substantially the
         same economic  benefit as such unexercised  Option,  then the Board may
         grant to such Optionee, in its sole and absolute discretion and without
         obligation, the right for a period commencing thirty (30) days prior to
         and  ending  immediately  prior to the  date  determined  by the  Board
         pursuant  hereto for  termination of the Option or during the remaining
         term of the Option,  whichever is the lesser, to exercise any unexpired
         Option or  Options  without  regard to the  installment  provisions  of
         Paragraph 6(d) of the Plan; provided, that any such right granted shall
         be  granted  to  all  Optionees  not  receiving  an  offer  to  receive
         substitute  options on a consistent basis, and provided  further,  that
         any  such  exercise  shall  be  subject  to the  consummation  of  such
         Reorganization.

                  Subject to any required action of shareholders, if the Company
         shall be the  surviving  entity in any  merger or  consolidation,  each
         outstanding  Option  thereafter  shall  pertain  to  and  apply  to the
         securities  to which a holder of shares  of Stock  equal to the  shares
         subject to the Option would have been entitled by reason of such merger
         or consolidation.

                  In the  event  of a change  in the  Stock  of the  Company  as
         presently  constituted,  which is  limited  to a  change  of all of its
         authorized shares without par value into the same number of shares with
         a par value,  the shares resulting from any such change shall be deemed
         to be the Stock within the meaning of the Plan.

                  To the extent that the foregoing  adjustments  relate to stock
         or securities  of the Company,  such  adjustments  shall be made by the
         Board, whose determination in that respect shall be final,  binding and
         conclusive.  Except as  expressly  provided in this Section  5(i),  the
         Optionee  shall  have  no  rights  by  reason  of  any  subdivision  or
         consolidation  of shares of stock of any  class or the  payment  of any
         stock  dividend  or any other  increase  or  decrease  in the number of
         shares  of stock of any  class,  and the  number  or price of shares of
         Stock subject to any Option shall not be affected by, and no adjustment
         shall be made by  reason  of,  any  dissolution,  liquidation,  merger,
         consolidation  or sale of assets or capital stock,  or any issue by the
         Company of shares of stock of any class or securities  convertible into
         shares of stock of any class.

                  The Grant of an Option  pursuant  to the Plan shall not affect
         in any way the right or power of the  Company to make any  adjustments,
         reclassifications,   reorganizations  or  changes  in  its  capital  or
         business structure or to merge, consolidate,  dissolve, or liquidate or
         to sell or transfer all or any part of its business or assets.


                                Exhibit 10.1 - 7
<PAGE>
     (j)Rights  as  a  Shareholder:  An  Optionee  shall  have  no  rights  as a
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        shareholder  with  respect to any shares  covered by an Option until the
        effective date of the issuance of the shares following  exercise of such
        Option by Optionee.  No adjustment shall be made for dividends (ordinary
        or  extraordinary,  whether in cash,  securities  or other  property) or
        distributions  or other rights for which the record date is prior to the
        date such stock certificate is issued,  except as expressly  provided in
        Section 5(i) hereof.

     (k)Modification,  Acceleration,  Extension, and Renewal of Options: Subject
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        to the terms and conditions and within the  limitations of the Plan, the
        Board  may  modify  an  Option,  or,  once  an  Option  is  exercisable,
        accelerate  the rate at which it may be  exercised,  and may  extend  or
        renew outstanding Options granted under the Plan or accept the surrender
        of  outstanding  Options (to the extent not  theretofore  exercised) and
        authorize the granting of new Options in substitution  for such Options,
        provided  such action is  permissible  under Section 422 of the Code and
        applicable state  securities  rules.  Notwithstanding  the provisions of
        this Section 5(k), however, no modification of an Option shall,  without
        the consent of the Optionee, alter to the Optionee's detriment or impair
        any rights or obligations under any Option theretofore granted under the
        Plan.

     (l)Exercise  Before  Exercise  Date: At the  discretion  of the Board,  the
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        Option may, but need not,  include a provision  whereby the Optionee may
        elect to exercise  all or any portion of the Option  prior to the stated
        exercise date of the Option or any  installment  thereof.  Any shares so
        purchased  prior  to the  stated  exercise  date  shall  be  subject  to
        repurchase by the Company upon  termination of Optionee's  employment as
        contemplated by Section 5(n) hereof prior to the exercise date stated in
        the Option and such other  restrictions  and  conditions as the Board or
        Committee may deem advisable.

     (m)Other Provisions:  The Option agreements authorized under the Plan shall
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        contain   such  other   provisions,   including,   without   limitation,
        restrictions  upon the  exercise  of the  Options,  as the  Board or the
        Committee shall deem  advisable.  Shares shall not be issued pursuant to
        the  exercise  of an  Option,  if the  exercise  of such  Option  or the
        issuance of shares  thereunder  would  violate,  in the opinion of legal
        counsel for the Company,  the  provisions of any  applicable  law or the
        rules or regulations of any applicable  governmental  or  administrative
        agency or body,  such as the Code, the Securities Act, the Exchange Act,
        applicable state  securities  rules,  Oklahoma  corporation law, and the
        rules  promulgated  under the foregoing or the rules and  regulations of
        any  exchange  upon which the shares of the Company are listed.  Without
        limiting the  generality of the  foregoing,  the exercise of each Option
        shall be subject to the condition  that if at any time the Company shall
        determine that (i) the  satisfaction of withholding tax or other similar
        liabilities,  or (ii) the listing,  registration or qualification of any
        shares  covered by such exercise upon any  securities  exchange or under
        any state or  federal  law,  or (iii) the  consent  or  approval  of any


                                Exhibit 10.1 - 8
<PAGE>
        regulatory  body, or (iv) the  perfection of any exemption from any such
        withholding, listing, registration,  qualification,  consent or approval
        is  necessary  or  desirable  in  connection  with such  exercise or the
        issuance of shares  thereunder,  then in any such event,  such  exercise
        shall not be effective unless such  withholding,  listing  registration,
        qualification,  consent, approval or exemption shall have been effected,
        obtained or  perfected  free of any  conditions  not  acceptable  to the
        Company.

     (n)Repurchase  Agreement:  The Board may, in its  discretion,  require as a
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        condition to the Grant of an Option hereunder,  that an Optionee execute
        an agreement with the Company, in form and substance satisfactory to the
        Board in its discretion  ("Repurchase  Agreement"),  (i) restricting the
        Optionee's  right to transfer shares purchased under such Option without
        first offering such shares to the Company or another  shareholder of the
        Company upon the same terms and conditions as provided therein; and (ii)
        providing  that  upon  termination  of  Optionee's  employment  with the
        Company,  for any reason,  the Company  (or another  shareholder  of the
        Company,  as provided in the Repurchase  Agreement) shall have the right
        at its  discretion  (or the  discretion of such other  shareholders)  to
        purchase and/or redeem all such shares owned by the Optionee on the date
        of  termination  of his or her  employment  at a price equal to: (A) the
        fair value of such shares as of such date of termination; or (B) if such
        repurchase  right  lapses at 20% of the number of shares  per year,  the
        original  purchase  price  of such  shares,  and upon  terms of  payment
        permissible  under applicable state securities  rules;  provided that in
        the case of Options or Stock  Awards  granted  to  officers,  directors,
        consultants or affiliates of the Company, such repurchase provisions may
        be subject to  additional or greater  restrictions  as determined by the
        Board or Committee.

6.   Stock Awards and Restricted Stock Purchase Offers.

     (a) Types of Grants.
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        (i)   Stock Award.  All or part of any Stock Award under the Plan may be
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             subject to conditions  established  by the Board or the  Committee,
             and set forth in the Stock Award Agreement,  which may include, but
             are  not  limited  to,   continuous   service   with  the  Company,
             achievement of specific business objectives, increases in specified
             indices,  attaining growth rates and other comparable  measurements
             of Company  performance.  Such  Awards may be based on Fair  Market
             Value or other specified  valuation.  All Stock Awards will be made
             pursuant to the execution of a Stock Award Agreement  substantially
             in the form attached hereto as Exhibit C.
                                            ---------
        (ii)  Restricted Stock  Purchase  Offer.  A Grant of a Restricted  Stock
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             Purchase  Offer under the Plan shall be subject to such (i) vesting
             contingencies  related to the Participant's  continued  association
             with the  Company  for a  specified  time and (ii) other  specified
             conditions as the Board or Committee shall determine, in their sole


                                Exhibit 10.1 - 9
<PAGE>
             discretion,  consistent  with  the  provisions  of  the  Plan.  All
             Restricted  Stock  Purchase  Offers  shall  be made  pursuant  to a
             Restricted Stock Purchase Offer  substantially in the form attached
             hereto as Exhibit D.
                       ---------
     (b)Conditions  and  Restrictions.  Shares of Stock which  Participants  may
        ------------------------------
        receive as a Stock  Award under a Stock Award  Agreement  or  Restricted
        Stock Purchase Offer under a Restricted Stock Purchase Offer may include
        such  restrictions  as the  Board or  Committee,  as  applicable,  shall
        determine,  including restrictions on transfer, repurchase rights, right
        of first refusal, and forfeiture  provisions.  When transfer of Stock is
        so restricted  or subject to forfeiture  provisions it is referred to as
        "Restricted Stock".  Further,  with Board or Committee  approval,  Stock
        Awards or Restricted  Stock Purchase  Offers may be deferred,  either in
        the form of installments or a future lump sum distribution. The Board or
        Committee   may  permit   selected   Participants   to  elect  to  defer
        distributions  of Stock Awards or Restricted  Stock  Purchase  Offers in
        accordance  with  procedures  established  by the Board or  Committee to
        assure that such deferrals  comply with  applicable  requirements of the
        Code including,  at the choice of  Participants,  the capability to make
        further  deferrals  for  distribution  after  retirement.  Any  deferred
        distribution,  whether  elected by the  Participant  or specified by the
        Stock Award Agreement,  Restricted Stock Purchase Offers or by the Board
        or Committee,  may require the payment be forfeited in  accordance  with
        the provisions of Section 6(c).  Dividends or dividend equivalent rights
        may be extended to and made part of any Stock Award or Restricted  Stock
        Purchase Offers denominated in Stock or units of Stock,  subject to such
        terms,  conditions  and  restrictions  as the  Board  or  Committee  may
        establish.

     (c)Cancellation and Rescission of Grants.  Unless the Stock Award Agreement
        --------------------------------------
        or Restricted  Stock Purchase Offer  specifies  otherwise,  the Board or
        Committee, as applicable, may cancel any unexpired,  unpaid, or deferred
        Grants  at any time if the  Participant  is not in  compliance  with all
        other  applicable  provisions of the Stock Award Agreement or Restricted
        Stock Purchase Offer, or the Plan.


     (d) Nonassignability.
         -----------------

        (i)  Except  pursuant  to Section  6(e)(iii)  and except as set forth in
             Section  6(d)(ii),  no Grant or any  other  benefit  under the Plan
             shall be assignable or  transferable,  or payable to or exercisable
             by, anyone other than the Participant to whom it was granted.

        (ii) Where a  Participant  terminates  employment  and  retains  a Grant
             pursuant to Section  6(e)(ii) in order to assume a position  with a
             governmental,  charitable or educational institution,  the Board or
             Committee,  in its discretion  and to the extent  permitted by law,
             may  authorize  a third  party  (including  but not  limited to the
             trustee  of  a  "blind"   trust),   acceptable  to  the  applicable
             governmental or institutional authorities,  the Participant and the


                               Exhibit 10.1 - 10
<PAGE>
             Board or Committee, to act on behalf of the Participant with regard
             to such Awards.

     (e)Termination of  Employment.  If the employment or service to the Company
        ---------------------------
        of a Participant terminates, other than pursuant to any of the following
        provisions under this Section 6(e), all unexercised, deferred and unpaid
        Stock  Awards or  Restricted  Stock  Purchase  Offers shall be cancelled
        immediately,  unless  the Stock  Award  Agreement  or  Restricted  Stock
        Purchase Offer provides otherwise:

        (i)   Retirement Under a Company  Retirement  Plan. When a Participant's
              ---------------------------------------------
             employment  terminates as a result of retirement in accordance with
             the terms of a Company  retirement plan, the Board or Committee may
             permit Stock Awards or Restricted Stock Purchase Offers to continue
             in effect  beyond the date of  retirement  in  accordance  with the
             applicable  Grant Agreement and the  exercisability  and vesting of
             any such Grants may be accelerated.

        (ii)  Rights in the Best  Interests  of the Company.  When a Participant
              ----------------------------------------------
             resigns  from the  Company  and,  in the  judgment  of the Board or
             Committee,  the  acceleration  and/or  continuation  of outstanding
             Stock Awards or Restricted  Stock  Purchase  Offers would be in the
             best  interests  of the  Company,  the Board or  Committee  may (i)
             authorize, where appropriate,  the acceleration and/or continuation
             of all or any part of Grants issued prior to such  termination  and
             (ii)  permit the  exercise,  vesting and payment of such Grants for
             such period as may be set forth in the applicable  Grant Agreement,
             subject to earlier  cancellation  pursuant  to Section 9 or at such
             time as the Board or Committee  shall deem the  continuation of all
             or any part of the  Participant's  Grants are not in the  Company's
             best interest.

        (iii)Death or Disability of a Participant.
             -------------------------------------

             (1)In the event of a Participant's  death, the Participant's estate
                or  beneficiaries  shall have a period up to the expiration date
                specified  in the Grant  Agreement  within  which to  receive or
                exercise any  outstanding  Grant held by the  Participant  under
                such  terms  as  may  be  specified  in  the  applicable   Grant
                Agreement.  Rights to any such outstanding  Grants shall pass by
                will or the laws of descent and  distribution  in the  following
                order: (a) to beneficiaries so designated by the Participant; if
                none, then (b) to a legal representative of the Participant;  if
                none, then (c) to the persons  entitled thereto as determined by
                a court of competent  jurisdiction.  Grants so passing  shall be
                made at such times and in such manner as if the Participant were
                living.

             (2)In the event a  Participant  is deemed by the Board or Committee
                to be unable  to  perform  his or her usual  duties by reason of
                mental disorder or medical  condition which does not result from


                               Exhibit 10.1 - 11
<PAGE>
                facts which would be grounds for termination  for cause,  Grants
                and rights to any such Grants may be paid to or exercised by the
                Participant,  if  legally  competent,  or a  committee  or other
                legally designated guardian or representative if the Participant
                is legally incompetent by virtue of such disability.

             (3)After the death or  disability  of a  Participant,  the Board or
                Committee  may in its sole  discretion at any time (1) terminate
                restrictions  in Grant  Agreements;  (2)  accelerate  any or all
                installments and rights; and (3) instruct the Company to pay the
                total  of  any  accelerated  payments  in  a  lump  sum  to  the
                Participant,   the   Participant's   estate,   beneficiaries  or
                representative;  notwithstanding  that,  in the  absence of such
                termination of restrictions or acceleration of payments,  any or
                all of the  payments due under the Grant might  ultimately  have
                become payable to other beneficiaries.

             (4)In  the  event  of  uncertainty  as  to   interpretation  of  or
                controversies  concerning this Section 6, the  determinations of
                the Board or  Committee,  as  applicable,  shall be binding  and
                conclusive.

7.   Investment Intent. All Grants under the Plan are intended to be exempt from
     registration  under the  Securities  Act  provided by Rule 701  thereunder.
     Unless and until the  granting  of Options  or sale and  issuance  of Stock
     subject to the Plan are  registered  under the  Securities  Act or shall be
     exempt pursuant to the rules promulgated  thereunder,  each Grant under the
     Plan  shall  provide  that the  purchases  or other  acquisitions  of Stock
     thereunder shall be for investment  purposes and not with a view to, or for
     resale in connection with, any distribution  thereof.  Further,  unless the
     issuance and sale of the Stock have been  registered  under the  Securities
     Act,  each Grant shall  provide that no shares shall be purchased  upon the
     exercise  of the  rights  under  such  Grant  unless and until (i) all then
     applicable  requirements of state and federal laws and regulatory  agencies
     shall have been fully complied with to the  satisfaction of the Company and
     its counsel,  and (ii) if  requested  to do so by the  Company,  the person
     exercising the rights under the Grant shall (i) give written  assurances as
     to knowledge and experience of such person (or a representative employed by
     such  person) in  financial  and  business  matters and the ability of such
     person (or  representative)  to evaluate the merits and risks of exercising
     the  Option,  and (ii)  execute  and  deliver  to the  Company  a letter of
     investment  intent and/or such other form related to applicable  exemptions
     from  registration,  all in such  form and  substance  as the  Company  may
     require.  If shares are issued upon  exercise  of any rights  under a Grant
     without  registration under the Securities Act, subsequent  registration of
     such  shares  shall  relieve  the  purchaser   thereof  of  any  investment
     restrictions or representations made upon the exercise of such rights.

8.   Amendment,  Modification,  Suspension or  Discontinuance  of the Plan.  The
     Board may,  insofar as permitted by law, from time to time, with respect to
     any  shares at the time not  subject  to  outstanding  Grants,  suspend  or
     terminate the Plan or revise or amend it in any respect whatsoever,  except
     that  without the  approval of the  shareholders  of the  Company,  no such
     revision or amendment  shall (i)  increase the number of shares  subject to
     the Plan,  (ii)  decrease the price at which  Grants may be granted,  (iii)
     materially increase the benefits to Participants,  or (iv) change the class

                               Exhibit 10.1 - 12
<PAGE>
     of persons eligible to receive Grants under the Plan; provided, however, no
     such  action  shall  alter or impair the rights and  obligations  under any
     Option,  or Stock Award, or Restricted Stock Purchase Offer  outstanding as
     of the  date  thereof  without  the  written  consent  of  the  Participant
     thereunder.  No Grant may be issued while the Plan is suspended or after it
     is terminated,  but the rights and obligations under any Grant issued while
     the Plan is in effect shall not be impaired by suspension or termination of
     the Plan.

              In the event of any change in the outstanding Stock by reason of a
     stock split,  stock dividend,  combination or  reclassification  of shares,
     recapitalization,  merger, or similar event, the Board or the Committee may
     adjust  proportionally (a) the number of shares of Stock (i) reserved under
     the Plan,  (ii)  available  for Incentive  Stock  Options and  Nonstatutory
     Options and (iii) covered by outstanding  Stock Awards or Restricted  Stock
     Purchase Offers;  (b) the Stock prices related to outstanding  Grants;  and
     (c) the appropriate  Fair Market Value and other price  determinations  for
     such Grants.  In the event of any other change  affecting  the Stock or any
     distribution  (other than normal cash dividends) to holders of Stock,  such
     adjustments  as may be  deemed  equitable  by the  Board or the  Committee,
     including  adjustments to avoid  fractional  shares,  shall be made to give
     proper  effect  to  such  event.  In  the  event  of  a  corporate  merger,
     consolidation, acquisition of property or stock, separation, reorganization
     or liquidation,  the Board or the Committee shall be authorized to issue or
     assume stock  options,  whether or not in a  transaction  to which  Section
     424(a) of the Code applies,  and other Grants by means of  substitution  of
     new Grant  Agreements  for  previously  issued  Grants or an  assumption of
     previously issued Grants.

9.   Tax  Withholding.  The  Company  shall have the right to deduct  applicable
     taxes from any Grant  payment  and  withhold,  at the time of  delivery  or
     exercise of Options,  Stock Awards or Restricted  Stock Purchase  Offers or
     vesting of shares under such Grants,  an  appropriate  number of shares for
     payment of taxes  required  by law or to take such  other  action as may be
     necessary  in the  opinion of the Company to satisfy  all  obligations  for
     withholding  of such taxes.  If Stock is used to satisfy  tax  withholding,
     such  stock  shall be valued  based on the Fair  Market  Value when the tax
     withholding is required to be made.

10.  Availability of Information. During the term of the Plan and any additional
     period  during  which  a  Grant  granted  pursuant  to the  Plan  shall  be
     exercisable,  the Company shall make available,  not later than one hundred
     and twenty (120) days following the close of each of its fiscal years, such
     financial and other information regarding the Company as is required by the
     bylaws of the  Company  and  applicable  law to be  furnished  in an annual
     report to the shareholders of the Company.

11.  Notice. Any written notice to the Company required by any of the provisions
     of the Plan shall be  addressed  to the chief  personnel  officer or to the
     chief executive officer of the Company,  and shall become effective when it
     is  received  by the  office of the chief  personnel  officer  or the chief
     executive officer.

12.  Indemnification   of  Board.   In   addition   to  such  other   rights  or
     indemnifications  as they may have as  directors or  otherwise,  and to the


                               Exhibit 10.1 - 13
<PAGE>
     extent  allowed  by  applicable  law,  the  members  of the  Board  and the
     Committee  may  be  indemnified  by  the  Company  against  the  reasonable
     expenses,  including  attorneys' fees, actually and necessarily incurred in
     connection with the defense of any claim, action, suit or proceeding, or in
     connection with any appeal  thereof,  to which they or any of them may be a
     party by  reason  of any  action  taken,  or  failure  to act,  under or in
     connection with the Plan or any Grant granted  thereunder,  and against all
     amounts paid by them in settlement  thereof  (provided  such  settlement is
     approved by independent  legal counsel  selected by the Company) or paid by
     them in  satisfaction  of a judgment  in any such  claim,  action,  suit or
     proceeding,  except in any case in relation to matters as to which it shall
     be adjudged in such claim,  action,  suit or proceeding  that such Board or
     Committee  member is liable for negligence or misconduct in the performance
     of  his  or  her  duties;  provided  that  within  sixty  (60)  days  after
     institution  of any  such  action,  suit or  Board  proceeding  the  member
     involved shall offer the Company, in writing,  the opportunity,  at its own
     expense, to handle and defend the same.
13.  Governing  Law.  The Plan and all  determinations  made and  actions  taken
     pursuant  hereto,  to the extent not otherwise  governed by the Code or the
     securities  laws of the United States,  shall be governed by the law of the
     State of Nevada and construed accordingly.

14.  Effective and  Termination  Dates.  The Plan shall become  effective on the
     date it is  approved  by the  Board.  If the  Plan is not  approved  by the
     holders of a majority  of the shares of Stock  within one (1) year from the
     date it is adopted and  approved by the Board of  Directors of the Company,
     all stock options granted hereunder shall be deemed non-statutory  options.
     The Plan shall terminate ten years later, subject to earlier termination by
     the Board pursuant to Section 8.

         The foregoing  Alphatrade.com  2008 INCENTIVE STOCK PLAN (consisting of
15 pages,  including  this page) was duly  adopted and  approved by the Board of
Directors on August   , 2008
                    --






















                               Exhibit 10.1 - 14