EXHIBIT 10.2.1

                                     USCORP

                              FORM OF STOCK OPTION

THIS AGREEMENT, made and executed into _________, 2002, between USCorp, a Nevada
corporation  (the  "Company"),  and  _______________  ("Participant"),  is  made
pursuant and subject to the  provisions of the Company's  2002 Stock Option Plan
(the "Plan"),  a copy of which is annexed  hereto as Exhibit A. All  capitalized
terms used herein and not otherwise defined herein shall have the meaning herein
as given them in the Plan.

1. GRANT OF OPTION.  Pursuant to the Plan,  the  Compensation  Committee  of the
Board of Directors of the Company (the "Committee"), on ____________,  2002 (the
"Date of Grant"), granted to Participant, subject to the terms and conditions of
the Plan and to the terms and conditions  herein set forth, the right and option
to purchase  from the Company all or any part of an aggregate of _______  shares
of common stock,  par value $0.01 per share  (the "Common  Stock") at the Option
Price of $_____ per share.(1) This Option is [A  NONQUALIFIED  STOCK OPTION] [AN
INCENTIVE STOCK OPTION].


2. TERMS AND  CONDITIONS.  This  Option is subject  to the  following  terms and
conditions:

(a)  EXPIRATION  DATE.  This  Option  shall  expire  on  the  date  which is the
_________  anniversary  of the Date of Grant (the "Expiration Date").(2)

(b) EXERCISE OF OPTION.  Except as otherwise provided herein, [THIS OPTION SHALL
BECOME  FULLY  EXERCISABLE  ON THE DATE  WHICH IS  ______  MONTHS  FROM THE DATE
HEREOF.] [THIS OPTION SHALL BECOME  EXERCISABLE IN _______  SUBSTANTIALLY  EQUAL
INSTALLMENTS,  THE FIRST SUCH  INSTALLMENT  TO BECOME  EXERCISABLE  ON THE FIRST
ANNIVERSARY  OF THE DATE OF  GRANT  AND THE  REMAINING  INSTALLMENTS  TO  BECOME
EXERCISABLE ON EACH SUBSEQUENT  ANNIVERSARY THEREOF UNTIL ALL THE SHARES SUBJECT
TO THIS OPTION HAVE BECOME EXERCISABLE].

1. THE OPTION  PRICE OF AN OPTION CAN NOT BE LESS THAN FAIR MARKET  VALUE OF THE
SHARES ON THE DATE OF GRANT (OR 110% OF FAIR MARKET VALUE IN THE CASE OF A GRANT
OF AN INCENTIVE STOCK OPTION TO A TEN PERCENT SHAREHOLDER).

2. EXPIRATION DATE MAY NOT EXCEED TEN YEARS IN THE CASE OF A NON-QUALIFIED STOCK
OPTION AND FIVE YEARS IN THE CASE OF AN INCENTIVE STOCK OPTION.

(c) METHOD OF EXERCISING  AND PAYMENT FOR SHARES.  This Option is exercisable by
written notice, accompanied by payment in full of the Option Price, delivered to
the attention of the Company's  Secretary at the Company's  principal  office in
Phoenix,  Nevada.  The Date of  Exercise  shall be the  later of the date of the
aforesaid  notice and the date the Option Price is received by the Company.  The
Option  Price  shall be paid in cash[,  OR WITH  SHARES OF COMMON  STOCK,  OR BY
SURRENDER OF CURRENTLY  EXERCISABLE OPTIONS, [OR BY (INSERT OTHER MEANS APPROVED
BY THE COMMITTEE)] OR A COMBINATION THEREOF.](3)

3.  FRACTIONAL  SHARE.  In no event shall this Option be exercisable for or with
respect to a fractional share.

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4.  GOVERNING  LAW. This Agreement is to be governed by the laws of the State of
Nevada, without regard to the conflict of law provisions thereof.

5. CONFLICTS. In the event of any conflict between the provisions of the Plan as
in  effect  on the  date  hereof  and  the  provisions  of this  Agreement,  the
provisions of the Plan are to govern. All references to the Plan are intended to
mean the Plan as in effect on the date hereof and as the same by be amended from
time to time in accordance with the provisions of the Plan.

6. PARTICIPANT BOUND BY PLAN. Participant  acknowledges receipt of a copy of the
Plan and agrees to be bound by all the terms and provisions thereof.

7. BINDING EFFECT. Subject to the limitations stated above and in the Plan, this
Agreement  is to be  binding  upon and  inure to the  benefit  of the  legatees,
distributees and personal  representatives  of Participant and the successors of
the Company.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly  authorized  officer,  and  Participant  has affixed  his or her  signature
hereto.

                                            USCORP

                                            By: ________________________________
                                                 Larry Dietz,
                                                 President


                                            PARTICIPANT

                                            By: ________________________________
                                                 [Name of Participant]



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