Exhibit
        3
 
 ADVANCED
        ID CORPORATION STOCK OPTION AND INCENTIVE PLAN
 
 1.
        PURPOSE AND ELIGIBILITY
 
 The
        purpose of this Stock Option and Incentive Plan (the "PLAN") is to strengthen
        Advanced ID Corporation and its subsidiaries (collectively the "COMPANY")
        by
        providing stock options and other equity interests in the Company (each an
        "AWARD") as a means to attract, retain and motivate key employees, officers,
        directors, consultants and advisors of the Company, all of whom are eligible
        to
        receive Awards under the Plan. Any person to whom an Award has been granted
        under the Plan is called a "PARTICIPANT." Additional definitions are contained
        in Section 10.
 
 2.
        ADMINISTRATION
 
 a.
        ADMINISTRATION BY BOARD OF DIRECTORS. The Plan will be administered by the
        Board
        of Directors of the Company (the "BOARD"). The Board, in its sole discretion,
        shall have the authority to grant and amend Awards, to adopt, amend and repeal
        rules relating to the Plan and to interpret and correct the provisions of
        the
        Plan and any Award. All decisions by the Board shall be final and binding
        on all
        interested persons. Neither the Company nor any member of the Board shall
        be
        liable for any action or determination relating to the Plan.
 
 b.
        APPOINTMENT OF COMMITTEES. To the extent permitted by applicable law, the
        Board
        may delegate any or all of its powers under the Plan to one or more committees
        or subcommittees of the Board (a "COMMITTEE"). All references in the Plan
        to the
        "BOARD" shall mean such Committee, Subcommittee or the Board.
 
 c.
        DELEGATION TO EXECUTIVE OFFICERS. To the extent permitted by applicable law,
        the
        Board may delegate to one or more executive officers of the Company the power
        to
        grant Awards and exercise such other powers under the Plan as the Board may
        determine, PROVIDED THAT the Board shall fix the maximum number of Awards
        to be
        granted and the maximum number of shares issuable to any one Participant
        pursuant to Awards granted by such executive officers.
 
 3.
        STOCK
        AVAILABLE FOR AWARDS
 
 a.
        NUMBER
        OF SHARES. The stock available for grant of Options under the Plan shall
        be
        shares of the Company's authorized or reacquired Common Stock, and such shares
        shall be issued without a Rule 144 restrictive legend in the form of S-8
        registered shares. Subject to adjustment under Section 3(c), the aggregate
        number of shares of Common Stock, $0.01 par value, of the Company (the "COMMON
        STOCK") that may be issued pursuant to the Plan shall not exceed 10% of the
        issued and outstanding Common Stock of the Company. If any Award expires,
        or is
        terminated, surrendered or forfeited, in whole or in part, the unissued Common
        Stock covered by such Award shall again be available for the grant of Awards
        under the Plan.
 
 b.
        PER-PARTICIPANT LIMIT. Subject to adjustment under Section 3(c), the maximum
        number of shares for which Awards may be granted to any Participant during
        any
        fiscal year shall not exceed 3% of the issued and outstanding Common Stock
        of
        the Company.
  C.
        ADJUSTMENT TO COMMON STOCK. In the event of any stock split, stock dividend,
        extraordinary cash dividend, recapitalization, reorganization, merger,
        consolidation, combination, exchange of shares, liquidation, spin-off, split-up,
        or other similar change in capitalization or event, (i) the number and class
        of
        securities available for Awards under the Plan and the per-Participant share
        limit, (ii) the number and class of securities, vesting schedule and exercise
        price per share subject to each outstanding Option, (iii) the repurchase
        price
        per security subject to repurchase, and (iv) the terms of each other outstanding
        stock-based Award shall be adjusted by the Company (or substituted Awards
        may be
        made) to the extent the Board shall determine, in good faith, that such an
        adjustment (or substitution) is appropriate.
 
 4.
        STOCK
        OPTIONS
 
 a.
        GENERAL. Subject to any applicable laws, rules or regulations, the Board
        may
        grant options to purchase Common Stock (each, an "OPTION") and determine
        the
        number of shares of Common Stock to be covered by each Option, the exercise
        price of each Option and the conditions and limitations applicable to the
        exercise of each Option and the Common Stock issued upon the exercise of
        each
        Option, including vesting provisions, repurchase provisions and restrictions
        relating to applicable federal or state securities laws, as it considers
        advisable.
 
 1
 b.
        INCENTIVE STOCK OPTIONS. An Option that the Board intends to be an "incentive
        stock option" as defined in Section 422 of the Code (an "INCENTIVE STOCK
        OPTION") shall be granted only to employees of the Company and shall be subject
        to and shall be construed consistently with the requirements of Section 422
        of
        the Code. The Board and the Company shall have no liability if an Option
        or any
        part thereof that is intended to be an Incentive Stock Option does not qualify
        as such. An Option or any part thereof that does not qualify as an Incentive
        Stock Option is referred to herein as a "NONSTATUTORY STOCK
        OPTION".
 
 c.
        EXERCISE PRICE. The Board shall establish the exercise price at the time
        each
        Option is granted and specify it in the applicable option agreement. The
        exercise price shall not be less than 85% of the fair market value per share
        of
        Common Stock. For the purposes of the Plan, the "FAIR MARKET VALUE" per share
        of
        Common Stock of the Company at any date shall be: (a) if the Common Stock
        is
        listed on an established stock exchange or exchanges or the NASDAQ National
        Market, the closing price per share on the last trading day immediately
        preceding such date on the principal exchange on which it is traded or as
        reported by NASDAQ; or (b) if the Common Stock is not then listed on an exchange
        or the NASDAQ National Market, but is quoted on the NASDAQ Small Cap Market,
        the
        NASDAQ electronic bulletin board or the National Quotation Bureau pink sheets,
        the average of the closing bid and asked prices per share for the Common
        Stock
        as quoted by NASDAQ or the National Quotation Bureau, as the case may be,
        on the
        last trading day immediately preceding such date; or (c) if the Common Stock
        is
        not then listed on an exchange or the NASDAQ National Market, or quoted by
        NASDAQ or the National Quotation Bureau, an amount determined in good faith
        by
        the Board.
 
 d.
        DURATION OF OPTIONS. Each Option shall be exercisable at such times and subject
        to such terms and conditions as the Board may specify in the applicable option
        agreement. No Option shall be exercisable after the expiration of the earliest
        of: (a) three months after the date the Participant's employment with the
        Company terminates, if such termination or cessation is for any reason other
        than disability or death, (b) one year after the date the Participant's
        employment with the Company terminates, if such termination or cessation
        is a
        result of disability or death; provided, however that the option agreement
        for
        any Option may provide for shorter periods in each of the foregoing instances.
 
 e.
        EXERCISE OF OPTION. No Option shall be exercisable during the lifetime of
        a
        Participant by any person other than the Participant. In the event of a
        Participant's death, the Participant's estate shall have the right to exercise
        the Participant's Options as per Section 4(d). In the event a Participant
        becomes mentally incapacitated, the Participant's Trustee or Guardian shall
        have
        the right to exercise the Participant's Options within one year after the
        date
        the Participant is legally declared mentally incapacitated. Subject to the
        foregoing, the Board shall have the power to set the time or times within
        which
        each Option shall vest or be exercisable and to accelerate the time or times
        of
        vesting and exercise. Options may be exercised only by delivery to the Company
        of a written notice of exercise signed by the proper person together with
        payment in full as specified in Section 4(f) for the number of shares for
        which
        the Option is exercised.
 
 f.
        PAYMENT UPON EXERCISE. Common Stock purchased upon the exercise of an Option
        shall be paid for by one or any combination of the following forms of
        payment:
 
 (i)
        By
        check payable to the order of the Company;
 
 (ii)
        Except as otherwise explicitly provided in the applicable option agreement,
        and
        only if the Common Stock is then publicly traded, delivery of an irrevocable
        and
        unconditional undertaking by a creditworthy broker to deliver promptly to
        the
        Company sufficient funds to pay the exercise price, or delivery by the
        Participant to the Company of a copy of irrevocable and unconditional
        instructions to a creditworthy broker to deliver promptly to the Company
        cash or
        a check sufficient to pay the exercise price; or
 
 (iii)
        To
        the extent explicitly provided in the applicable option agreement, by (x)
        delivery of shares of Common Stock owned by the Participant valued at fair
        market value (as determined by the Board or as determined pursuant to the
        applicable option agreement), (y) delivery to the Company by the Participant
        of
        a check in an amount equal to the value of the shares purchased, or (z) payment
        of such other lawful consideration as the Board may determine.
 
 2
 (iv)
        Notwithstanding the foregoing, the Company, in its sole discretion, may extend
        and maintain, or arrange for the extension and maintenance of credit to any
        Participant to finance the Participant's purchase of shares pursuant to the
        exercise of any Stock Option, on such terms as may be approved by the Board,
        subject to applicable regulations of the Federal Reserve Board and any other
        laws or regulations in effect at the time such credit is extended.
 
 g.
        NO
        FRACTIONAL SHARES. In no event shall the Company be required to issue fractional
        shares upon the exercise of an Option. Any fractional shares equal to or
        greater
        than one-half shall be rounded up to the nearest whole share, otherwise,
        they
        will be rounded down to the nearest whole share.
 
 h.
        RESTRICTION ON ISSUANCE OF SHARES. The issuance of Options and shares shall
        be
        subject to compliance with all of the applicable requirements of law with
        respect to the issuance and sale of securities, including, without limitation,
        any required qualification under state securities laws. If a Participant
        acquires shares of Common Stock pursuant to the exercise of an Option, the
        Board, in its sole discretion, may require as a condition of issuance of
        shares
        covered by the Option that the shares of Common Stock be subject to restrictions
        on transfer. The Company may place a legend on the share certificates reflecting
        the fact that they are subject to restrictions on transfer pursuant to the
        terms
        of this Section.
 
 i.
        INVESTMENT REPRESENTATION. Any Participant may be required, as a condition
        of
        issuance of shares covered by his or her Option, to represent that the shares
        to
        be acquired pursuant to exercise will be acquired for investment and/or resale,
        and without a view toward distribution thereof, and in such case, the Company
        may place a legend on the share certificate(s) evidencing the fact that they
        were acquired for investment and cannot be sold or transferred unless registered
        under the Securities Act of 1933, as amended, or unless counsel for the Company
        is satisfied that the circumstances of the proposed transfer do not require
        such
        registration.
 
 5.
        RESTRICTED STOCK
 
 A.
        GRANTS. The Board may grant Awards entitling recipients to acquire shares
        of
        Common Stock, subject to (i) delivery to the Company by the Participant of
        a
        check in an amount at least equal to the par value of the shares purchased,
        and
        (ii) the right of the Company to repurchase all or part of such shares at
        their
        issue price or other stated or formula price from the Participant in the
        event
        that conditions specified by the Board in the applicable Award are not satisfied
        prior to the end of the applicable restriction period or periods established
        by
        the Board for such Award (each, a "RESTRICTED STOCK AWARD").
 
 B.
        TERMS
        AND CONDITIONS. The Board shall determine the terms and conditions of any
        such
        Restricted Stock Award. Any stock certificates issued in respect of a Restricted
        Stock Award shall be registered in the name of the Participant and, unless
        otherwise determined by the Board, deposited by the Participant, together
        with a
        stock power endorsed in blank, with the Company (or its designee). After
        the
        expiration of the applicable restriction periods, the Company (or such designee)
        shall deliver the certificates no longer subject to such restrictions to
        the
        Participant or, if the Participant has died, to the beneficiary designated
        by a
        Participant, in a manner determined by the Board, to receive amounts due
        or
        exercise rights of the Participant in the event of the Participant's death
        (the
        "DESIGNATED BENEFICIARY"). In the absence of an effective designation by
        a
        Participant, Designated Beneficiary shall mean the Participant's
        estate.
 
 6.
        OTHER
        STOCK-BASED AWARDS
 
 The
        Board
        shall have the right to grant other Awards based upon the Common Stock having
        such terms and conditions as the Board may determine, including, without
        limitation, the grant of shares based upon certain conditions, the grant
        of
        securities convertible into Common Stock and the grant of stock appreciation
        rights, phantom stock awards or stock units.
 
 7.
        GENERAL PROVISIONS APPLICABLE TO AWARDS
 
 a.
        TRANSFERABILITY OF AWARDS. Except as the Board may otherwise determine or
        provide in an Award, Awards shall not be sold, assigned, transferred, pledged
        or
        otherwise encumbered by the person to whom they are granted, either voluntarily
        or by operation of law, except by will or the laws of descent and distribution,
        and, during the life of the Participant, shall be exercisable only by the
        Participant. References to a Participant, to the extent relevant in the context,
        shall include references to authorized transferees. In the event a Participant
        files for bankruptcy protection, the Participant's Options shall automatically
        be cancelled.
 
 3
 b.
        DOCUMENTATION. Each Award under the Plan shall be evidenced by a written
        instrument in such form as the Board shall determine or as executed by an
        officer of the Company pursuant to authority delegated by the Board. Each
        Award
        may contain terms and conditions in addition to those set forth in the Plan
        PROVIDED THAT such terms and conditions do not contravene the provisions
        of the
        Plan.
 
 c.
        BOARD
        DISCRETION. The terms of each type of Award need not be identical, and the
        Board
        need not treat Participants uniformly.
 
 d.
        TERMINATION OF STATUS. The Board shall determine the effect on an Award on
        the
        disability, death, retirement, authorized leave of absence or other change
        in
        the employment or other status of a Participant and the extent to which,
        and the
        period during which, the Participant, or the Participant's legal representative,
        conservator, guardian or Designated Beneficiary, may exercise rights under
        the
        Award.
 
 e.
        ACQUISITION OF THE COMPANY
 
 (i)
        CONSEQUENCES OF AN ACQUISITION. Unless otherwise expressly provided in the
        applicable Option or Award, upon the occurrence of an Acquisition, the Board
        or
        the board of directors of the surviving or acquiring entity (as used in this
        Section 7(e)(i), also the "BOARD", shall, as to outstanding Awards (on the
        same
        basis or on different bases, as the Board shall specify), make appropriate
        provision for the continuation of such Awards by the Company or the assumption
        of such Awards by the surviving or acquiring entity and by substituting on
        an
        equitable basis for the shares then subject to such Awards either (a) the
        consideration payable with respect to the outstanding shares of Common Stock
        in
        connection with the Acquisition, (b) shares of stock of the surviving or
        acquiring corporation or (c) such other securities as the Board deems
        appropriate, the fair market value of which (as determined by the Board in
        its
        sole discretion) shall not materially differ from the fair market value of
        the
        shares of Common Stock subject to such Awards immediately preceding the
        Acquisition. In addition to or in lieu of the foregoing, with respect to
        outstanding Options, the Board may, upon written notice to the affected
        Participants, provide that one or more Options must be exercised, to the
        extent
        then exercisable or to be exercisable as a result of the Acquisition, within
        a
        specified number of days of the date of such notice, at the end of which
        period
        such Options shall terminate; or terminate one or more Options in exchange
        for a
        cash payment equal to the excess of the fair market value (as determined
        by the
        Board in its sole discretion) of the shares subject to such Options (to the
        extent then exercisable or to be exercisable as a result of the Acquisition)
        over the exercise price thereof.
 
 (ii)
        ACQUISITION DEFINED. An "Acquisition" shall mean: (x) any merger or
        consolidation after which the voting securities of the Company outstanding
        immediately prior thereto represent (either by remaining outstanding or by
        being
        converted into voting securities of the surviving or acquiring entity) less
        than
        50% of the combined voting power of the voting securities of the Company
        or such
        surviving or acquiring entity outstanding immediately after such event; or
        (y)
        any sale of all or substantially all of the assets or capital stock of the
        Company (other than in a spin-off or similar transaction) or (z) any other
        acquisition of the business of the Company, as determined by the
        Board.
 
 (iii)
        ASSUMPTION OF OPTIONS UPON CERTAIN EVENTS. In connection with a merger or
        consolidation of an entity with the Company or the acquisition by the Company
        of
        property or stock of an entity, the Board may grant Awards under the Plan
        in
        substitution for stock and stock-based awards issued by such entity or an
        affiliate thereof. The substitute Awards shall be granted on such terms and
        conditions as the Board considers appropriate in each circumstance.
 
 (iv)
        POOLING OF INTERESTS ACCOUNTING. If the Company proposes to engage in an
        Acquisition intended to be accounted for as a pooling-of-interests, and in
        the
        event that the provisions of this Plan or of any Award hereunder, or any
        actions
        of the Board taken in connection with such Acquisition, are determined by
        the
        Company's or the acquiring company's independent public accountants to cause
        such Acquisition to fail to be accounted for as a pooling-of-interests, then
        such provisions or actions shall be amended or rescinded by the Board, without
        the consent of any Participant, to be consistent with pooling-of-interests
        accounting treatment for such Acquisition.
 
 (v)
        PARACHUTE AWARDS. If, in connection with an Acquisition, a tax under Section
        4999 of the Code would be imposed on the Participant (after taking into account
        the exceptions set forth in Sections 280G(b)(4) and 280G(b)(5) of the Code),
        then the number of Awards which shall become exercisable, realizable or vested
        as provided in such section shall be reduced (or delayed), to the minimum
        extent
        necessary, so that no such tax would be imposed on the Participant (the Awards
        not becoming so accelerated, realizable or vested, the "PARACHUTE AWARDS";
        PROVIDED, HOWEVER, that if the "AGGREGATE PRESENT VALUE" of the Parachute
        Awards
        would exceed the tax that, but for this sentence, would be imposed on the
        Participant under Section 4999 of the Code in connection with the Acquisition,
        then the Awards shall become immediately exercisable, realizable and vested
        without regard to the provisions of this sentence. For purposes of the preceding
        sentence, the "AGGREGATE PRESENT VALUE" of an Award shall be calculated on
        an
        after-tax basis (other than taxes imposed by Section 4999 of the Code) and
        shall
        be based on economic principles rather than the principles set forth
        under
 Section
        280G of the Code and the regulations promulgated thereunder. All determinations
        required to be made under this Section 7(e)(v) shall be made by the
        Company.
 
 4
 f.
        WITHHOLDING. Each Participant shall pay to the Company, or make provisions
        satisfactory to the Company for payment of any taxes required by law to be
        withheld by the Company in connection with Awards to such Participant with
        such
        payment to occur no later than the date of the event creating the tax liability.
        The Board may allow Participants to satisfy such tax obligations in whole
        or in
        part by transferring shares of Common Stock, including shares retained from
        the
        Award creating the tax obligation, valued at their fair market value (as
        determined by the Board or as determined pursuant to the applicable option
        agreement). The Company may, to the extent permitted by law, deduct any such
        tax
        obligations from any payment of any kind otherwise due to a Participant.
        The
        Participant remains fully and solely responsible for payment of any taxes
        arising from the exercise of an Option and the Board and Company shall bear
        no
        liability for such taxes.
 
 g.
        AMENDMENT OF AWARDS. The Board may amend, modify or terminate any outstanding
        Award including, but not limited to, substituting therefore another Award
        of the
        same or a different type, changing the date of exercise or realization, and
        converting an Incentive Stock Option to a Non-statutory Stock Option, PROVIDED
        THAT, except as otherwise provided in Section 7(e)(iv), the Participant's
        consent to such action shall be required unless the Board determines that
        the
        action, taking into account any related action, would not materially and
        adversely affect the Participant.
 
 h.
        CONDITIONS ON DELIVERY OF STOCK. The Company will not be obligated to deliver
        any shares of Common Stock pursuant to the Plan or to remove restrictions
        from
        shares previously delivered under the Plan until (i) all conditions of the
        Award
        have been met or removed to the satisfaction of the Company, (ii) in the
        opinion
        of the Company's counsel, all other legal matters in connection with the
        issuance and delivery of such shares have been satisfied, including any
        applicable securities laws and any applicable stock exchange or stock market
        rules and regulations, and (iii) the Participant has executed and delivered
        to
        the Company such representations or agreements as the Company may consider
        appropriate to satisfy the requirements of any applicable laws, rules or
        regulations.
 
 i.
        ACCELERATION. The Board may at any time provide that any Options shall become
        immediately exercisable in full or in part, that any Restricted Stock Awards
        shall be free of some or all restrictions, or that any other stock-based
        Awards
        may become exercisable in full or in part or free of some or all restrictions
        or
        conditions, or otherwise realizable in full or in part, as the case may be,
        despite the fact that the foregoing actions may (i) cause the application
        of
        Sections 280G and 4999 of the Code if a change in control of the Company
        occurs,
        or (ii) disqualify all or part of the Option as an Incentive Stock
        Option.
 
 8.
        INDEMNIFICATION
 
 In
        addition to such other rights of indemnification as the members of the Board
        may
        have in administering the Plan, the members of the Board shall be indemnified
        by
        the Company against reasonable expense, including attorney's fees, actually
        and
        necessarily incurred in connection with the defense of any action, suit,
        or
        proceeding, or in connection with any appeal therein 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 Option granted thereunder, and against any
        and
        all amounts paid by them in settlement thereof (provided such settlement
        is
        approved by independent legal counsel selected by the Company). In addition,
        such members of the Board shall be indemnified by the Company for any amount
        paid by them in satisfaction of a judgment in any action, suit, or proceeding,
        except in relation to matters as to which it shall have been adjudged that
        such
        member is liable for negligence or misconduct in the performance of his or
        her
        duties, provided however that within 60 days after institution of any such
        action, suit, or proceeding, the member shall in writing offer the Company
        the
        opportunity, at its own expense, to handle and defend the same.
 
 9.
        FOREIGN PARTICIPANTS
 
 For
        those
        Participants who are non-U.S. residents, this Plan shall be extended to include
        any laws, rules or regulations applicable to the Participant's resident
        country.
 
 5
 10.
        MISCELLANEOUS
 
 a.
        DEFINITIONS.
 
 (i)
        "COMPANY" for purposes of eligibility under the Plan, shall include any present
        or future subsidiary corporations of Advanced ID Corporation, as defined
        in
        Section 424(f) of the Code (a "SUBSIDIARY"), and any present or future parent
        corporation of Advanced ID Corporation, as defined in Section 424(e) of the
        Code. For purposes of Awards other than Incentive Stock Options, the term
        "COMPANY" shall include any other business venture in which the Company has
        a
        direct or indirect significant interest, as determined by the Board in its
        sole
        discretion.
 
 (ii)
        "CODE" means the Internal Revenue Code of 1986, as amended, and any regulations
        promulgated thereunder.
 
 (iii)
        "EMPLOYEE" for purposes of eligibility under the Plan shall include a person
        to
        whom an offer of employment has been extended by the Company.
 
 b.
        NO
        RIGHT TO EMPLOYMENT OR OTHER STATUS. No person shall have any claim or right
        to
        be granted an Award, and the grant of an Award shall not be construed as
        giving
        a Participant the right to continued employment or any other relationship
        with
        the Company.
 
 The
        Company expressly reserves the right at any time to dismiss or otherwise
        terminate its relationship with a Participant free from any liability or
        claim
        under the Plan.
 
 c.
        NO
        RIGHTS AS STOCKHOLDER. Subject to the provisions of the applicable Award,
        no
        Participant or Designated Beneficiary shall have any rights as a stockholder
        with respect to any shares of Common Stock to be distributed with respect
        to an
        Award until becoming the record holder thereof.
 
 d.
        EFFECTIVE DATE. The Plan shall become effective on the date of adoption by
        the
        Board.
 
 e.
        AMENDMENT OF PLAN. The Board may amend, suspend or terminate the Plan or
        any
        portion thereof at any time.
 
 f.
        GOVERNING LAW. The provisions of the Plan and all Awards made hereunder shall
        be
        governed by and interpreted in accordance with the laws of South Dakota,
        without
        regard to any applicable conflicts of law.
 
 IN
        WITNESS WHEREOF, the Company by a duly authorized officer has caused this
        Plan
        to be executed as of the 20 th day of
        July 2005, and shall replace the Plan previously approved in its
        entirety.
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