Exhibit 10.07

                          MID-POWER SERVICE CORPORATION

                   2002 STOCK OPTION AND PURCHASE RIGHTS PLAN

         Mid-Power Service Corporation, a Nevada corporation (the "Company"),
hereby adopts this "2002 Stock Option and Purchase Rights Plan" (the "Plan").

         1. Purposes of the Plan. The Board has adopted this Plan with the
intent, and directs that it be administered as necessary, to attract and retain
the best available personnel for positions of substantial responsibility;
provide additional incentive to Employees, Directors and Consultants; and
promote the success of the Company's business.

         Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan.

         2. Definitions. As used herein, the following definitions shall apply:

                  (a) "Administrator" means the Board or any of its Committees
         as shall be administering the Plan, in accordance with section 4 of the
         Plan.

                  (b) "Applicable Laws" means the requirements relating to the
         administration of stock option plans under the corporate laws of the
         state in which the Company is incorporated, federal and state
         securities laws, the Code, the regulations and policies of any stock
         exchange or quotation system on which the Common Stock is listed or
         quoted, and the Applicable Laws of any foreign country or jurisdiction
         where Options or Stock Purchase Rights are or will be granted under the
         Plan.

                  (c) "Board" means the Board of Directors of the Company.

                  (d) "Code" means the Internal Revenue Code of 1986, as
         amended.

                  (e) "Committee" means a committee of Directors appointed by
         the Board in accordance with section 4 of the Plan.

                  (f) "Common Stock" means the common stock of the Company.

                  (g) "Company" means Mid-Power Service Corporation, a Nevada
         corporation.

                  (h) "Consultant" means any person, including an advisor,
         engaged by the Company or a Parent or Subsidiary to render services to
         such entity.

                  (i) "Director" means a member of the Board.

                  (j) "Disability" means total and permanent disability as
         defined in Section 22(e)(3) of the Code.

                  (k) "Employee" means any person, including Officers and
         Directors, employed by the Company or any Parent or Subsidiary of the

<PAGE>

         Company. A Service Provider shall not cease to be an Employee in the
         case of (i) any leave of absence approved by the Company or (ii)
         transfers between locations of the Company or between the Company, its
         Parent, any Subsidiary, or any successor. For purposes of Incentive
         Stock Options, no such leave may exceed 90 days, unless reemployment
         upon expiration of such leave is guaranteed by statute or contract. If
         reemployment upon expiration of a leave of absence approved by the
         Company is not so guaranteed, then three months following the 91st day
         of such leave, any Incentive Stock Option held by the Optionee shall
         cease to be treated as an Incentive Stock Option and shall be treated
         for tax purposes as a Nonstatutory Stock Option. Neither service as a
         Director nor payment of a Director's fee by the Company shall be
         sufficient to constitute "employment" by the Company.

                  (l) "Exchange Act" means the Securities Exchange Act of 1934,
         as amended.

                  (m) "Fair Market Value" means, as of any date, the value of
         Common Stock determined as follows:

                           (i) if the Common Stock is listed on any established
                  stock exchange or a national market system, including without
                  limitation the Nasdaq National Market or the Nasdaq SmallCap
                  Market of the Nasdaq Stock Market, its Fair Market Value shall
                  be the closing sales price for such stock (or the closing bid,
                  if no sales were reported) as quoted on such exchange or
                  system on the day of determination, as reported in The Wall
                  Street Journal or such other source as the Administrator deems
                  reliable;

                           (ii) if the Common Stock is regularly quoted by a
                  recognized securities dealer, but selling prices are not
                  reported, the Fair Market Value of a Share of Common Stock
                  shall be the mean between the high bid and low asked prices
                  for the Common Stock on the day of determination, as reported
                  in The Wall Street Journal or such other source as the
                  Administrator deems reliable; or

                           (iii) in the absence of an established market for the
                  Common Stock, the Fair Market Value shall be determined in
                  good faith by the Administrator.

                  (n) "Incentive Stock Option" means an Option intended to
         qualify as an incentive stock option within the meaning of Section 422
         of the Code and the regulations promulgated thereunder.

                  (o) "Inside Director" means a Director who is an Employee.

                  (p) "Nonstatutory Stock Option" means an Option not intended
         to qualify as an Incentive Stock Option.

                  (q) "Notice of Grant" means a written or electronic notice
         evidencing certain terms and conditions of an individual Option or
         Stock Purchase Right grant. The Notice of Grant is part of the Option
         Agreement.

                  (r) "Officer" means a person who is an officer of the Company
         within the meaning of Section 16 of the Exchange Act and the rules and
         regulations promulgated thereunder.

                  (s) "Option" means a stock option granted pursuant to the
         Plan.

                                       2
<PAGE>

                  (t) "Option Agreement" means an agreement between the Company
         and an Optionee evidencing the terms and conditions of an individual
         Option grant. The Option Agreement is subject to the terms and
         conditions of the Plan.

                  (u) "Option Exchange Program" means a program whereby
         outstanding Options are surrendered in exchange for Options with a
         lower exercise price.

                  (v) "Optioned Stock" means the Common Stock subject to an
         Option or Stock Purchase Right.

                  (w) "Optionee" means the holder of an outstanding Option or
         Stock Purchase Right granted under the Plan.

                  (x) "Outside Director" means a Director who is not an Employee
         (as defined in Rule 16b-3 of the Exchange Act and Section 162(m) of the
         Code).

                  (y) "Parent" means a "parent corporation," whether now or
         hereafter existing, as defined in Section 424(e) of the Code.

                  (z) "Plan" means this 2002 Stock Option and Purchase Rights
         Plan, as amended and restated.

                  (aa) "Restricted Stock" means Shares of Common Stock acquired
         pursuant to a grant of Stock Purchase Rights under section 11 of the
         Plan.

                  (bb) "Restricted Stock Purchase Agreement" means a written
         agreement between the Company and the Optionee evidencing the terms and
         restrictions applying to stock purchased under a Stock Purchase Right.
         The Restricted Stock Purchase Agreement is subject to the terms and
         conditions of the Plan and the Notice of Grant.

                  (cc) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
         successor to Rule 16b-3, as in effect when discretion is being
         exercised with respect to the Plan.

                  (dd) "Section 16(b)" means Section 16(b) of the Exchange Act.

                  (ee) "Service Provider" means an Employee, Director or
         Consultant.

                  (ff) "Share" means a share of the Common Stock, as adjusted in
         accordance with section 15 of the Plan.

                  (gg) "Stock Purchase Right" means the right to purchase Common
         Stock pursuant to section 11 of the Plan, as evidenced by a Notice of
         Grant.

                  (hh) "Subsidiary" means a "subsidiary corporation," whether
         now or hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan. Subject to the provisions of section 15
of the Plan, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 500,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

                                       3
<PAGE>

         If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares that were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued under
the Plan, whether upon exercise of an Option or Right, shall not be returned to
the Plan and shall not become available for future distribution under the Plan,
except that if Shares of Restricted Stock are repurchased by the Company at
their original purchase price, such Shares shall become available for future
grant under the Plan.

         4.       Administration of the Plan.

                  (a) Procedure.

                           (i) The Board may designate different Committees to
                  administer the Plan with respect to different groups of
                  Service Providers.

                           (ii) To the extent that the Administrator determines
                  it to be desirable to qualify Options granted hereunder as
                  "performance-based compensation" within the meaning of Section
                  162(m) of the Code, the Plan shall be administered by a
                  Committee of two or more "Outside Directors" within the
                  meaning of Section 162(m) of the Code.

                           (iii) To the extent desirable to qualify transactions
                  hereunder as exempt under Rule 16b-3, the transactions
                  contemplated hereunder shall be structured to satisfy the
                  requirements for exemption under Rule 16b-3.

                           (iv) Other than as provided above, the Plan shall be
                  administered by the Board or a Committee, which Committee
                  shall be constituted to satisfy Applicable Laws.

                  (b) Powers of the Administrator. Subject to the provisions of
         the Plan, and in the case of a Committee, subject to the specific
         duties delegated by the Board to such Committee, the Administrator
         shall have the authority, in its discretion:

                           (i) to determine the Fair Market Value;

                           (ii) to select the Service Providers to whom Options
                  and Stock Purchase Rights may be granted hereunder;

                           (iii) to determine the number of Shares of Common
                  Stock to be covered by each Option and Stock Purchase Right
                  granted hereunder;

                           (iv) to approve forms of agreement for use under the
                  Plan;

                           (v) to determine the terms and conditions, not
                  inconsistent with the terms of the Plan, of any Option or
                  Stock Purchase Right granted hereunder. Such terms and
                  conditions include, but are not limited to, the exercise
                  price, the time or times when Options or Stock Purchase Rights
                  may be exercised (which may be based on performance criteria),
                  any vesting acceleration or waiver of forfeiture restrictions,
                  and any restriction or limitation regarding any Option or
                  Stock Purchase Right or the Shares of Common Stock relating
                  thereto, based in each case on such factors as the
                  Administrator, in its sole discretion, shall determine;

                                       4
<PAGE>

                           (vi) to reduce the exercise price of any Option or
                  Stock Purchase Right to the then-current Fair Market Value if
                  the Fair Market Value of the Common Stock covered by such
                  Option or Stock Purchase Right shall have declined since the
                  date the Option or Stock Purchase Right was granted;

                           (vii) to institute an Option Exchange Program;

                           (viii) to construe and interpret the terms of the
                  Plan and awards granted pursuant to the Plan;

                           (ix) to establish, amend and rescind rules and
                  regulations relating to the Plan, including rules and
                  regulations relating to subplans established for the purpose
                  of satisfying applicable foreign laws;

                           (x) to modify or amend each Option or Stock Purchase
                  Right (subject to section 17(c) of the Plan), including the
                  discretionary authority to extend the post-termination
                  exercisability period of Options longer than is otherwise
                  provided for in the Plan;

                           (xi) to authorize any person to execute on behalf of
                  the Company any instrument required to effect the grant of an
                  Option or Stock Purchase Right previously granted by the
                  Administrator;

                           (xii) to correct any defect, supply any omission, or
                  reconcile any inconsistency in the Plan or in any Option
                  Agreement, in a manner and to the extent it shall deem
                  necessary, all of which determinations and interpretations
                  made by the Administrator shall be conclusive and binding on
                  all Optionees, any other holders of Options, and on their
                  legal representatives and beneficiaries;

                           (xiii) except to the extent prohibited by or
                  impermissible in order to obtain treatment desired by the
                  Administrator under applicable law or rule, to allocate or
                  delegate all or any portion of its powers and responsibilities
                  to any one or more of its members or to any person(s) selected
                  by it, subject to revocation or modification by the
                  Administrator of such allocation or delegation; and

                           (xiv) to make all other determinations deemed
                  necessary or advisable for administering the Plan.

                  (c) Effect of Administrator's Decision. The Administrator's
         decisions, determinations and interpretations shall be final and
         binding on all Optionees and any other holders of Options or Stock
         Purchase Rights.

         5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights
may be granted to Service Providers. Incentive Stock Options may be granted only
to Employees.

         6. Limitations.

                  (a) Designation. Each Option shall be designated in the Option
         Agreement as either an Incentive Stock Option or a Nonstatutory Stock
         Option. However, notwithstanding such designation, to the extent that
         the aggregate Fair Market Value of the Shares with respect to which
         Incentive Stock Options are exercisable for the first time by the

                                       5
<PAGE>

         Optionee during any calendar year (under all Plans of the Company and
         any Parent or Subsidiary) exceeds $100,000, such Options shall be
         treated as Nonstatutory Stock Options. For purposes of this section
         6(a), Incentive Stock Options shall be taken into account in the order
         in which they were granted. The Fair Market Value of the Shares shall
         be determined as of the time the Option with respect to such Shares is
         granted.

                  (b) No Right of Continuing Service or Employment. Neither the
         Plan nor any Option or Stock Purchase Right shall confer upon an
         Optionee any right with respect to continuing the Optionee's
         relationship as a Service Provider with the Company, nor shall they
         interfere in any way with the Optionee's right or the Company's right
         to terminate such relationship at any time, with or without cause.

                  (c) Limitations on Grants of Options. The following
         limitations shall apply to grants of Options:

                           (i) No Service Provider shall be granted, in any
                  fiscal year of the Company, Options to purchase more than
                  50,000 Shares.

                           (ii) In connection with his or her initial service, a
                  Service Provider may be granted Options to purchase up to an
                  additional 50,000 Shares, which shall not count against the
                  limit set forth in subsection (i) above.

                           (iii) The foregoing limitations shall be adjusted
                  proportionately in connection with any change in the Company's
                  capitalization as described in section 15.

                           (iv) If an Option is cancelled in the same fiscal
                  year of the Company in which it was granted (other than in
                  connection with a transaction described in section 15), the
                  cancelled Option will be counted against the limits set forth
                  in subsections (i) and (ii) above. For this purpose, if the
                  exercise price of an Option is reduced, the transaction will
                  be treated as a cancellation of the Option and the grant of a
                  new Option.

         7. Term of Plan. Subject to section 21 of the Plan, the Plan shall
become effective upon its adoption by the Board. It shall continue in effect for
a term of 10 years unless terminated earlier under section 17 of the Plan.

         8. Term of Option. The term of each Option shall be stated in the
Option Agreement. In the case of an Incentive Stock Option, the term shall be 10
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Moreover, in the case of an Incentive Stock Option granted to
an Optionee who, at the time the Incentive Stock Option is granted, owns stock
representing more than 10% of the total combined voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five years from the date of grant or such shorter term as
may be provided in the Option Agreement.

         9. Option Exercise Price and Consideration.

                  (a) Exercise Price. The per Share exercise price for the
         Shares to be issued pursuant to exercise of an Option shall be
         determined by the Administrator, subject to the following:

                           (i) In the case of an Incentive Stock Option:

                                       6
<PAGE>

                                    (1) granted to an Employee who, at the time
                           the Incentive Stock Option is granted, owns stock
                           representing more than 10% of the voting power of all
                           classes of stock of the Company or any Parent or
                           Subsidiary, the per Share exercise price shall be no
                           less than 110% of the Fair Market Value per Share on
                           the date of grant.

                                    (2) granted to any Employee other than an
                           Employee described in subsection 9(a)(i)(1)
                           immediately above, the per Share exercise price shall
                           be no less than 100% of the Fair Market Value per
                           Share on the date of grant.

                           (ii) In the case of a Nonstatutory Stock Option, the
                  per Share exercise price shall be determined by the
                  Administrator. In the case of a Nonstatutory Stock Option
                  intended to qualify as "performance-based compensation" within
                  the meaning of Section 162(m) of the Code, the per Share
                  exercise price shall be no less than 100% of the Fair Market
                  Value per Share on the date of grant.

                           (iii) Notwithstanding the foregoing, Options may be
                  granted with a per Share exercise price of less than 100% of
                  the Fair Market Value per Share on the date of grant pursuant
                  to a merger or other corporate transaction.

                  (b) Waiting Period and Exercise Dates. At the time an Option
         is granted, the Administrator shall fix the period within which the
         Option may be exercised and shall determine any conditions that must be
         satisfied before the Option may be exercised.

                  (c) Form of Consideration. The Administrator shall determine
         the acceptable form of consideration for exercising an Option,
         including the method of payment. In the case of an Incentive Stock
         Option, the Administrator shall determine the acceptable form of
         consideration at the time of grant. Such consideration may consist
         entirely of:

                           (i) cash;

                           (ii) check;

                           (iii) promissory note;

                           (iv) other Shares, provided Shares acquired from the
                  Company have been owned by the Optionee for more than six
                  months on the date of surrender and have a Fair Market Value
                  on the date of surrender equal to the aggregate exercise price
                  of the Shares as to which said Option shall be exercised;

                           (v) consideration received by the Company under a
                  cashless exercise program implemented by the Company in
                  connection with the Plan;

                           (vi) a reduction in the amount of any Company
                  liability to the Optionee, including any liability
                  attributable to the Optionee's participation in any
                  Company-sponsored deferred compensation program or
                  arrangement;

                           (vii) any combination of the foregoing methods of
                  payment; or

                           (viii) such other consideration and method of payment
                  for the issuance of Shares to the extent permitted by
                  Applicable Laws.

                                       7
<PAGE>

         10. Exercise of Option.

                  (a) Procedure for Exercise; Rights as a Stockholder. Any
         Option granted hereunder shall be exercisable according to the terms of
         the Plan and at such times and under such conditions as determined by
         the Administrator and set forth in the Option Agreement. Unless the
         Administrator provides otherwise, vesting of Options granted hereunder
         shall be tolled during any unpaid leave of absence. An Option may not
         be exercised for a fraction of a Share. An Option shall be deemed
         exercised when the Company receives: (i) written or electronic notice
         of exercise (in accordance with the Option Agreement) from the person
         entitled to exercise the Option, and (ii) full payment for the Shares
         with respect to which the Option is exercised. Full payment may consist
         of any consideration and method of payment authorized by the
         Administrator and permitted by the Option Agreement and the Plan.
         Shares issued upon exercise of an Option shall be issued in the name of
         the Optionee or, if requested by the Optionee, in the name of the
         Optionee and his or her spouse or in the name of a family trust of
         which the Optionee is a trustee. Until the Shares are issued (as
         evidenced by the appropriate entry on the books of the Company or of a
         duly authorized transfer agent of the Company), no right to vote or
         receive dividends or any other rights as a stockholder shall exist with
         respect to the Optioned Stock, notwithstanding the exercise of the
         Option. The Company shall issue (or cause to be issued) such Shares
         promptly after the Option is exercised; provided that if the Company
         shall be advised by counsel that certain requirements under the
         federal, state or foreign securities laws must be met before Shares may
         be issued under this Plan, the Company shall notify all persons who
         have been issued Options, and the Company shall have no liability for
         failure to issue Shares under any exercise of Options because of delay
         while such requirements are being met or the inability of the Company
         to comply with such requirements. No adjustment will be made for a
         dividend or other right for which the record date is prior to the date
         the Shares are issued, except as provided in section 15 of the Plan.
         Exercising an Option in any manner shall decrease the number of Shares
         thereafter available, both for purposes of the Plan and for sale under
         the Option, by the number of Shares as to which the Option is
         exercised.

                  (b) Termination of Relationship as a Service Provider. If an
         Optionee ceases to be a Service Provider, other than upon the
         Optionee's death or Disability, the Optionee may exercise his or her
         Option within such period of time as is specified in the Option
         Agreement to the extent that the Option is vested on the date of
         termination (but in no event later than the expiration of the term of
         such Option as set forth in the Option Agreement). In the absence of a
         specified time in the Option Agreement, the Option shall remain
         exercisable for three months following the Optionee's termination. If,
         on the date of termination, the Optionee is not vested as to his or her
         entire Option, the Shares covered by the unvested portion of the Option
         shall revert to the Plan. If, after termination, the Optionee does not
         exercise his or her Option within the time specified by the
         Administrator, the Option shall terminate, and the Shares covered by
         such Option shall revert to the Plan.

                  (c) Disability of Optionee. If an Optionee ceases to be a
         Service Provider as a result of the Optionee's Disability, the Optionee
         may exercise his or her Option within such period of time as is
         specified in the Option Agreement to the extent the Option is vested on
         the date of termination (but in no event later than the expiration of
         the term of such Option as set forth in the Option Agreement). In the
         absence of a specified time in the Option Agreement, the Option shall
         remain exercisable for 12 months following the Optionee's termination.
         If, on the date of termination, the Optionee is not vested as to his or
         her entire Option, the Shares covered by the unvested portion of the
         Option shall revert to the Plan. If, after termination, the Optionee

                                       8
<PAGE>

         does not exercise his or her Option within the time specified herein,
         the Option shall terminate, and the Shares covered by such Option shall
         revert to the Plan.

                  (d) Death of Optionee. If an Optionee dies while a Service
         Provider, the Option may be exercised within such period of time as is
         specified in the Option Agreement (but in no event later than the
         expiration of the term of such Option as set forth in the Notice of
         Grant), by the Optionee's estate or by a person who acquires the right
         to exercise the Option by bequest or inheritance, but only to the
         extent that the Option is vested on the date of death. In the absence
         of a specified time in the Option Agreement, the Option shall remain
         exercisable for 12 months following the Optionee's termination. If, at
         the time of death, the Optionee is not vested as to his or her entire
         Option, the Shares covered by the unvested portion of the Option shall
         immediately revert to the Plan. The Option may be exercised by the
         executor or administrator of the Optionee's estate or, if none, by the
         person(s) entitled to exercise the Option under the Optionee's will or
         the laws of descent or distribution. If the Option is not so exercised
         within the time specified herein, the Option shall terminate, and the
         Shares covered by such Option shall revert to the Plan.

         11. Stock Purchase Rights.

                  (a) Rights to Purchase. Stock Purchase Rights may be issued
         either alone, in addition to, or in tandem with other awards granted
         under the Plan and/or cash awards made outside of the Plan. After the
         Administrator determines that it will offer Stock Purchase Rights under
         the Plan, it shall advise the offeree in writing or electronically, by
         means of a Notice of Grant, of the terms, conditions and restrictions
         related to the offer, including the number of Shares that the offeree
         shall be entitled to purchase, the price to be paid, and the time
         within which the offeree must accept such offer. The offer shall be
         accepted by execution of a Restricted Stock Purchase Agreement in the
         form determined by the Administrator.

                  (b) Repurchase Option. Unless the Administrator determines
         otherwise, the Restricted Stock Purchase Agreement shall grant the
         Company a repurchase Option exercisable upon the voluntary or
         involuntary termination of the purchaser's service with the Company for
         any reason (including death or Disability). The purchase price for
         Shares repurchased pursuant to the Restricted Stock Purchase Agreement
         shall be the original price paid by the purchaser, plus interest at the
         rate of ten percent (10%) per year from the date of the original
         purchase, and may be paid by cancellation of any indebtedness of the
         purchaser to the Company. The repurchase Option shall lapse at a rate
         determined by the Administrator.

                  (c) Other Provisions. The Restricted Stock Purchase Agreement
         shall contain such other terms, provisions and conditions not
         inconsistent with the Plan as may be determined by the Administrator in
         its sole discretion.

                  (d) Rights as a Stockholder. Once the Stock Purchase Right is
         exercised, the purchaser shall have the rights equivalent to those of a
         stockholder and shall be a stockholder when his or her purchase is
         entered upon the records of the duly authorized transfer agent of the
         Company. No adjustment will be made for a dividend or other right for
         which the record date is prior to the date the Stock Purchase Right is
         exercised, except as provided in section 15 of the Plan.

         12. Withholding. If the grant or exercise of an Option or a Stock
Purchase Right pursuant to this Plan, or any other event in connection with any
such grant or exercise, creates an obligation to withhold income and employment

                                       9
<PAGE>

taxes pursuant to the Applicable Laws, such obligation may, at the discretion of
the Administrator at the time of the grant of the Option or Stock Purchase Right
and to the extent permitted by the terms of the Option or Stock Purchase Right
and the then-governing provisions of the Code and the Exchange Act, be satisfied
(a) by the holder of the Option or Stock Purchase Right delivering to the
Company an amount of cash equal to such withholding obligation; (b) by the
Company withholding from any compensation or other amount owing to the holder of
the Option or Stock Purchase Right the amount (in cash, stock, or other property
as the Company may determine) of the withholding obligation; (c) by the Company
withholding Shares of stock subject to the Option or Stock Purchase Right with a
Fair Market Value equal to such obligation; or (d) by the holder of the Option
or Stock Purchase Right either delivering Shares of stock that have been owned
by the holder for more than six months or canceling Options or other rights to
acquire stock from the Company that have been held for more than six months with
a Fair Market Value equal to such requirements. In all events, delivery of
Shares of stock issuable on exercise of the Option or on grant of the Stock
Purchase Right shall be conditioned upon and subject to the satisfaction or
making provision for the satisfaction of the withholding obligation of the
Company resulting from the grant or exercise of the Option, grant of the Stock
Purchase Right, or any other event. The Company shall be further authorized to
take such other action as may be necessary, in the opinion of the Company, to
satisfy all obligations for the payment of such taxes.

         13. Nontransferability of Options and Stock Purchase Rights. Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, such Option
or Stock Purchase Right shall contain such additional terms and conditions as
the Administrator deems appropriate.

         14. Grants to Directors and Officers. To the extent the Company has a
class of securities registered under the Exchange Act, Options or Stock Purchase
Rights granted under the Plan to Directors and Officers (as used in Rule 16b-3
promulgated under the Exchange Act or any amendment or successor rule of like
tenor) intended to qualify for the exemption from Section 16(b) of the Exchange
Act provided in Rule 16b-3 shall, in addition to being subject to the other
restrictions and limitations set forth in this Plan, be made as follows:

                  (a) Requirements for Grant to Officer or Director. A
         transaction whereby there is a grant of an Option or Stock Purchase
         Right pursuant to this Plan must satisfy one of the following:

                           (i) The transaction must be approved by the Board or
                  duly authorized Committee composed solely of two or more
                  Outside Directors of the Company.

                           (ii) The transaction must be approved or ratified, in
                  compliance with Section 14 of the Exchange Act, by either: the
                  affirmative vote of the holders of a majority of the
                  securities of the Company present or represented and entitled
                  to vote at a meeting of the stockholders of the Company held
                  in accordance with the Applicable Laws of the state of
                  incorporation of the Company; or, if allowed by applicable
                  state law, the written consent of the holders of a majority,
                  or such greater percentage as may be required by Applicable
                  Laws of the state of incorporation of the Company, of the
                  securities of the Company entitled to vote. If the transaction
                  is ratified by the stockholders, such ratification must occur
                  no later than the date of the next annual meeting of
                  stockholders.

                           (iii) The stock acquired must be held by the Officer
                  or Director for a period of six months subsequent to the date

                                       10
<PAGE>

                  of the grant; provided that if the transaction involves a
                  derivative security (as defined in Section 16 of the Exchange
                  Act), this condition shall be satisfied if at least six months
                  elapse from the date of acquisition of the derivative security
                  to the date of disposition of the derivative security (other
                  than on exercise or conversion) or its underlying equity
                  security.

                  (b) Approval Required for Disposition of Securities. Any
         transaction involving the disposition by the Company of its securities
         in connection with Options or Stock Purchase Rights granted pursuant to
         this Plan shall:

                           (i) be approved by the Board or duly authorized
                  Committee composed solely of two or more Outside Directors; or

                           (ii) be approved or ratified, in compliance with
                  Section 14 of the Exchange Act, by either: the affirmative
                  vote of the holders of a majority of the securities of the
                  Company present or represented and entitled to vote at a
                  meeting duly held in accordance with the Applicable Laws of
                  the state of incorporation of the Company; or, if allowed by
                  applicable state law, the written consent of the holders of a
                  majority, or such greater percentage as may be required by
                  Applicable Laws of the state of incorporation of the Company,
                  of the securities of the Company entitled to vote; provided
                  that such ratification occurs no later than the date of the
                  next annual meeting of stockholders.

All of the foregoing restrictions and limitations are based on the governing
provisions of the Exchange Act and the rules and regulations promulgated
thereunder as of the date of adoption of this Plan. If, at any time, the
governing provisions are amended to permit an Option or Stock Purchase Right to
be granted or exercised pursuant to Rule 16b-3 or any amendment or successor
rule of like tenor without one or more of the foregoing restrictions or
limitations, or the terms of such restrictions or limitations are modified, the
Administrator may award Options or Stock Purchase Rights to Directors and
Officers and may modify outstanding Options or Stock Purchase Rights in
accordance with such changes, all to the extent that such action by the
Administrator does not disqualify the Options or Stock Purchase Rights from
exemption under the provisions of Rule 16b-3 or any amendment or successor rule
of similar tenor.

         15. Adjustments upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

                  (a) Changes in Capitalization. Subject to any required action
         by the stockholders of the Company, the number of Shares of Common
         Stock covered by each outstanding Option and Stock Purchase Right, the
         number of Shares of Common Stock that have been authorized for issuance
         under the Plan but as to which no Options or Stock Purchase Rights have
         yet been granted or which have been returned to the Plan upon
         cancellation or expiration of an Option or Stock Purchase Right, the
         number of Shares that may be added annually to the Shares reserved
         under the Plan by the Board (pursuant to section 3), the number of
         Shares that may be granted pursuant to the automatic grant provisions
         of section 14, as well as the price per Share of Common Stock covered
         by each such outstanding Option or Stock Purchase Right, shall be
         proportionately adjusted for any increase or decrease in the number of
         issued Shares of Common Stock resulting from a stock split, reverse
         stock split, stock dividend, combination or reclassification of the
         Common Stock, or any other increase or decrease in the number of issued
         Shares of Common Stock effected without receipt of consideration by the
         Company; provided, however, that conversion of any convertible
         securities of the Company shall not be deemed to have been "effected
         without receipt of consideration." Such adjustment shall be made by the
         Board, whose determination in that respect shall be final, binding and
         conclusive. Except as expressly provided herein, no issuance by the
         Company of Shares of stock of any class, or securities convertible into
         Shares of stock of any class, shall affect, and no adjustment by reason

                                       11
<PAGE>

         thereof shall be made with respect to, the number or price of Shares of
         Common Stock subject to an Option or Stock Purchase Right.

                  (b) Dissolution or Liquidation. In the event of the proposed
         dissolution or liquidation of the Company, the Administrator shall
         notify each Optionee as soon as practicable prior to the effective date
         of such proposed transaction. The Administrator in its discretion may
         provide for an Optionee to have the right to exercise his or her Option
         until ten days prior to such transaction as to all of the Optioned
         Stock covered thereby, including Shares as to which the Option would
         not otherwise be exercisable. In addition, the Administrator may
         provide that any Company repurchase option applicable to any Shares
         purchased upon exercise of an Option or Stock Purchase Right shall
         lapse as to all such Shares, provided the proposed dissolution or
         liquidation takes place at the time and in the manner contemplated. To
         the extent it has not been previously exercised, an Option or Stock
         Purchase Right will terminate immediately prior to the consummation of
         such proposed action.

                  (c) Merger or Asset Sale. In the event of a merger of the
         Company with or into another corporation, or the sale of substantially
         all of the assets of the Company, each outstanding Option and Stock
         Purchase Right shall be assumed or an equivalent Option or right
         substituted by the successor corporation or a Parent or Subsidiary of
         the successor corporation. With respect to Options granted to an
         Outside Director pursuant to section 14 that are assumed or substituted
         for, if following such assumption or substitution the Optionee's status
         as a Director or a director of the successor corporation, as
         applicable, is terminated other than upon a voluntary resignation by
         the Optionee, then the Optionee shall fully vest in and have the right
         to exercise the Option as to all of the Optioned Stock, including
         Shares as to which it would not otherwise be vested or exercisable.

                  In the event that the successor corporation refuses to assume
         or substitute for the Option or Stock Purchase Right, the Optionee
         shall fully vest in and have the right to exercise the Option or Stock
         Purchase Right as to all of the Optioned Stock, including Shares as to
         which it would not otherwise be vested or exercisable. If an Option or
         Stock Purchase Right becomes fully vested and exercisable in lieu of
         assumption or substitution in the event of a merger or sale of assets,
         the Administrator shall notify the Optionee in writing or
         electronically that the Option or Stock Purchase Right shall be fully
         vested and exercisable for a period of 15 days from the date of such
         notice, and the Option or Stock Purchase Right shall terminate upon the
         expiration of such period.

                  For the purposes of this subsection, the Option or Stock
         Purchase Right shall be considered assumed if, following the merger or
         sale of assets, the Option or right confers the right to purchase or
         receive, for each Share of Optioned Stock subject to the Option or
         Stock Purchase Right immediately prior to the merger or sale of assets,
         the consideration (whether stock, cash or other securities or property)
         received in the merger or sale of assets by holders of Common Stock for
         each Share held on the effective date of the transaction (and if
         holders were offered a choice of consideration, the type of
         consideration chosen by the holders of a majority of the outstanding
         Shares); provided, however, that if such consideration received in the
         merger or sale of assets is not solely common stock of the successor
         corporation or its Parent, the Administrator may, with the consent of
         the successor corporation, provide for the consideration to be received
         upon the exercise of the Option or Stock Purchase Right, for each Share
         of Optioned Stock subject to the Option or Stock Purchase Right, to be
         solely common stock of the successor corporation or its Parent equal in
         Fair Market Value to the per Share consideration received by holders of
         Common Stock in the merger or sale of assets.

                                       12
<PAGE>

         16. Date of Grant. The date of grant of an Option or Stock Purchase
Right shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option or Stock Purchase Right, or such other later
date as is determined by the Administrator. Notice of the determination shall be
provided to each Optionee within a reasonable time after the date of such grant.

         17. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
         amend, alter, suspend or terminate the Plan.

                  (b) Stockholder Approval. The Company shall obtain stockholder
         approval of any Plan amendment to the extent necessary and desirable to
         comply with Applicable Laws.

                  (c) Effect of Amendment or Termination. No amendment,
         alteration, suspension or termination of the Plan shall impair the
         rights of any Optionee, unless mutually agreed otherwise between the
         Optionee and the Administrator, which agreement must be in writing and
         signed by the Optionee and the Company. Termination of the Plan shall
         not affect the Administrator's ability to exercise the powers granted
         to it hereunder with respect to Options granted under the Plan prior to
         the date of such termination.

         18. Conditions upon Issuance of Shares.

                  (a) Legal Compliance. Shares shall not be issued pursuant to
         the exercise of an Option or Stock Purchase Right unless the exercise
         of such Option or Stock Purchase Right and the issuance and delivery of
         such Shares shall comply with Applicable Laws and shall be further
         subject to the approval of counsel for the Company with respect to such
         compliance.

                  (b) Investment Representations. As a condition to the exercise
         of an Option or Stock Purchase Right, the Company may require the
         person exercising such Option or Stock Purchase Right to represent and
         warrant at the time of any such exercise that the Shares are being
         purchased only for investment and without any present intention to sell
         or distribute such Shares if, in the opinion of counsel for the
         Company, such a representation is required.

         19. Inability To Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.

         20. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         21. Stockholder Approval. The Plan shall be subject to approval by the
stockholders of the Company within 12 months after the date the Plan is adopted.
Such stockholder approval shall be obtained in the manner and to the degree
required under Applicable Laws. If such approval is not timely obtained, any
Options theretofore granted shall remain in full force and effect, except the
Options granted as Incentive Stock Options shall not be eligible for treatment
as such and shall be treated as Nonstatutory Stock Options.

                                       13
<PAGE>

                             SECRETARY'S CERTIFICATE

         The undersigned, the duly constituted and elected secretary of
Mid-Power Service Corporation hereby certifies that pursuant a majority written
consent of stockholders effective June 25, 2002, in accordance with the
requirements of law and the Company's certificate of incorporation and bylaws,
the foregoing Mid-Power Service Corporation 2002 Stock Option and Purchase
Rights Plan was approved by the affirmative vote of the holders of a majority of
the Shares of Common Stock.

         DATED this 25 day of June, 2002.



                                                  /s/ Kenneth M. Emter
                                                  -----------------------------
                                                  Kenneth M. Emter, Secretary

                                       14