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Exhibit 10.1    
    


Nucotec, Inc.  


 
 

2003 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN    
    



1.     Purpose  


        This Incentive and Nonstatutory Stock Option Plan (the "Plan") is intended to further the growth and financial success of Nucotec, Inc., a Nevada
corporation (the "Corporation") by providing additional incentives to selected employees, directors, and consultants to the Corporation or parent corporation or subsidiary corporation of the
Corporation as those terms are defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") (such parent corporations and subsidiary corporations hereinafter
collectively referred to as "Affiliates") so that such employees and consultants may acquire or increase their proprietary interest in the Corporation. Stock options granted under the Plan
(hereinafter "Options") may be either "Incentive Stock Options," as defined in Section 422A of the Code and any regulations promulgated under said Section, or "Nonstatutory Options" at the
discretion of the Board of Directors of the Corporation (the "Board") and as reflected in the respective written stock option agreements granted pursuant hereto. 


2.     Administration  


        The Plan shall be administered by the Board of Directors of the Corporation; provided however, that the Board may delegate such administration to a committee of
not fewer than three (3) members (the "Committee"), at least two (2) of whom are members of the Board and all of whom are disinterested administrators, as contemplated by
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"); and provided further, that the foregoing requirement for
disinterested administrators shall not apply prior to the date of the first registration of any of the securities of the Corporation under the Securities Act of 1933, as amended. 


        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 422A of the Code or Nonstatutory Options; (b) determine in good faith the fair market value of the stock covered by an Option; (c) determine which eligible persons shall
be granted Options and the number of shares to be covered thereby and the term thereof; (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 Option; (f) consistent with the Plan and with the consent of the optionee, as appropriate,
amend any outstanding Option or amend the exercise date or dates thereof; (g) determine the duration and purpose of leaves of absence which may be granted to optionholders without constituting
termination of their employment for the purpose of the Plan; 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 of any Option it 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 Option. 



3.     Eligibility  


        The persons who shall be eligible to receive Options shall be employees, directors, or consultants of the Corporation or any of its Affiliates ("Optionees"). The
term consultant shall mean any person who is engaged by the Corporation to render services and is compensated for such services, and any director of the Corporation whether or not compensated for such
services; provided that, if the Corporation registers any of its securities pursuant to the Securities Act of 1933, as amended (the 


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"Act"),
the term consultant shall thereafter not include directors who are not compensated for their services or are paid only a director fee by the Corporation. 


        (a)   Incentive
Stock Options.    Incentive Stock Options may only be issued to employees of the Corporation or its Affiliates.
Incentive Stock Options may be granted to officers, whether or not they are directors, but a director shall not be granted an Incentive Stock Option unless such director is also an employee of the
Corporation. Payment of a director fee shall not be sufficient to constitute employment by the Corporation. Any grant of option to an officer or director of the Corporation subsequent to the first
registration of any of the securities of the Corporation under the Act shall comply with the requirements of Rule 16b-3. An optionee may hold more than one Option. 


        The
Corporation 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 year, under all options granted to such employee under the Plan or any other stock option plan maintained by the Corporation or any Affiliate, 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 one hundred thousand dollars ($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. 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. 


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



4.     Stock  


        The stock subject to Options shall be the shares of the Corporation's authorized but unissued or reacquired Common Stock (the "Stock"). 


        (a)   Number
of Shares.    Subject to adjustment as provided in Paragraph 5(h) of this Plan, the total number of shares of Stock
which may be purchased through exercise of Options granted under this Plan shall not exceed five million (5,000,000) shares. If any Option shall for any reason terminate or expire, any shares
allocated thereto but remaining unpurchased upon such expiration or termination shall again be available for the grant of Options with respect thereto under this Plan as though no Option had been
granted with respect to such shares. 


        (b)   Reservation
of Shares.    The Corporation shall reserve and keep available at 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 Options under the Act, the
Corporation is unable to obtain authority from any applicable regulatory body, which authorization is deemed necessary by legal counsel for the Corporation for the lawful issuance of shares hereunder,
the Corporation 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. 


5.     Terms and Conditions of Options  


        Options granted hereunder shall be evidenced by agreements between the Corporation and the respective Optionees, in such form and substance as the Board or
Committee shall from time to time approve. Such agreements need not be identical, and in each case may include such provisions as the 


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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 it pertains. 


        (b)   Option
Price:    Each Option shall state the Option Price, which shall be determined as follows: 



        (i)    Any
Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of value of all classes of stock of the Corporation, or of any Affiliate, ("Ten Percent Holder") shall have an Option Price of no less than one
hundred ten percent (110%) of the fair market value of the common stock as of the date of grant; and 


        (ii)   Incentive
Stock Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an Option price of no less than one hundred
percent (100%) of the fair market value of the common stock as of the date of grant. 



        (iii)  Nonstatutory
Options granted to a person who at the time the Option is granted is not a Ten Percent Holder shall have an Option Price determined by the Board as of the
date of grant. 




        For
the purposes of this paragraph 5(b), the fair market value shall be as determined by the Board, in good faith, which determination shall be conclusive and binding; provided
however, that if there is a public market for such stock, the fair market value per share shall be the average of the bid and asked prices (or the closing price if such stock is listed on the NASDAQ
National Market System) on the date of grant of the Option, or if listed on a stock exchange, the closing price on such exchange on such date of grant. 



        (c)   Medium
and Time of Payment:    To the extent permissible by applicable law, the Option price shall be paid, at the discretion of
the Board, at either the time of grant or the time of exercise of the Option (i) in cash or by check, (ii) by delivery of other common stock of the Corporation, provided such tendered
stock was not acquired directly or indirectly from the Corporation, or, if acquired from the Corporation, has been held by the Optionee for more than six (6) months, (iii) by the
Optionee's promissory note in a form satisfactory to the Corporation and bearing interest at a rate determined by the Board, in its sole discretion, but in no event less than 6% per annum, or
(iv) such other form of legal consideration permitted by State law as may be acceptable to the Board. 



        (d)   Term
and Exercise of Options:    Any Option granted to an Employee of the Corporation shall become exercisable over a period of no
longer than ten (10) years, and no less than twenty percent (20%) of the shares covered thereby shall become exercisable annually. 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, Director, or Consultant:    If Optionee's status as an employee, director, or consultant shall
terminate for any reason, then the Optionee (or if the Optionee shall die after such termination, but prior to exercise, Optionee's personal representative or the person 


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entitled
to succeed to the Option) shall have the right to exercise any vested Options, in whole or in part, at any time after such termination during the remaining term of the Option; provided,
however, that the Board may specify a shorter period for exercise following termination as the Board deems reasonable and appropriate, but not shorter than six (6) months in the event
Optionee's termination was caused by permanent disability within the meaning of Section 22(e)(3) of the Code. The Option may be exercised only with respect to installments that the Optionee
could have exercised at the date of termination of employment. Nothing contained herein or in any Option granted pursuant hereto shall be construed to affect or restrict in any way the right of the
Corporation to terminate the employment of an Optionee with or without cause. 


        (f)    Death
of Optionee:    If an Optionee dies while employed or engaged as a director or consultant by the Corporation or an
Affiliate, the portion of such Optionee's Option or Options which were 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 or Options, at any time within the remaining term of the Option, but only to the extent, that Optionee could have exercised the Option as of the date of Optionee's
death; provided, in any case, that the Option may be so exercised only to the extent that the Option has not previously been exercised by Optionee. 


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


        (h)   Recapitalization:    Subject
to any required action by the stockholders, the number of shares of common stock covered by each
outstanding Option, and the 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 common stock of the
Corporation resulting from a subdivision or consolidation 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 Corporation. 


        Subject
to any required action by the stockholders, if the Corporation 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 common stock equal to the shares subject to the Option would have been entitled by reason of such merger or consolidation. A dissolution or
liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving entity shall cause each outstanding Option to terminate on the effective date of such
dissolution, liquidation, merger or consolidation. 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 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, but shall not be obligated to do so, the right for a period commencing thirty (30) days prior to and ending immediately prior to such dissolution,
liquidation, merger or consolidation 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 5(d) of this Plan; provided, that any such right granted shall be granted to all Optionees not receiving an offer to substitute on a consistent basis, and provided further, that any
such exercise shall be subject to the consummation of such dissolution, liquidation, merger or consolidation. 


        In
the event of a change in the common stock of the Corporation 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 common stock within the meaning of this Plan. 



        To
the extent that the foregoing adjustments relate to stock or securities of the Corporation, 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 Paragraph 5(h), the Optionee shall have no rights by 


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reason
of any subdivision or consolidation of shares of stock or 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 common stock subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation, merger or consolidation, or any
issue by the Corporation 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 Corporation 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. 


        (i)    Rights
as a Stockholder:    An Optionee shall have no rights as a stockholder with respect to any shares covered by an Option
until the date of the issuance of a stock certificate to Optionee for such shares. 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 Paragraph 5(h) hereof. 


        (j)    Modification,
Acceleration, Extension, and Renewal of Options:    Subject 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 422A of the Code and state law. 


        Notwithstanding
the foregoing provisions of this Paragraph 5(j), 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. 


        (k)   Investment
Intent:    Unless and until the issuance and sale of the shares subject to the Plan are registered under the Act, each
Option under the Plan shall provide that the purchases 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 Act, each Option shall provide that no shares shall be purchased upon the exercise of such Option unless and until
(i) any then applicable requirements of state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Corporation and its counsel, and
(ii) if requested to do so by the Corporation, the person exercising the Option 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 Corporation a letter of investment intent, all in such form and substance as the Corporation may require. If shares are issued upon exercise of an Option without registration under the
Act, subsequent registration of such shares shall relieve the purchaser thereof of any investment restrictions or representations made upon the exercise of such Options. 


        (l)    Exercise
Before Exercise Date:    At the discretion of the Board, the 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 Corporation upon termination of Optionee's employment as contemplated by Paragraphs 5(e), 5(f) and 5(g) hereof prior to the exercise date stated in the Option and
such other restrictions and conditions as the Board or Committee may deem advisable. 


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        (m)  Other
Provisions:    The Option agreements authorized under this Plan shall 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 Corporation, the provisions of any applicable law or the rules or regulations of any applicable
governmental or administrative agency or body, such as the Act, the Securities Exchange Act of 1934, the rules promulgated under the foregoing or the rules and regulations of any exchange upon which
the shares of the Corporation are listed. 


6.     Availability of Information  


        During the term of the Plan and any additional period during which an Option granted pursuant to the Plan shall be exercisable, the Corporation 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 Corporation as is required by the
bylaws of the Corporation and applicable law to be furnished in an annual report to the stockholders of the Corporation. 


7.     Effectiveness of Plan; Expiration  


        Subject to approval by the stockholders of the Corporation, this Plan shall be deemed effective as of the date it is adopted by the Board. The Plan shall expire
on May 1, 2013, but such expiration shall not affect the validity of outstanding Options. 


8.     Amendment and Termination 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 Options, suspend or terminate the Plan or
revise or amend it in any respect whatsoever, except that without the approval of the stockholders of the Corporation, no such revision or amendment shall (i) increase the number of shares
subject to the Plan, (ii) decrease the price at which Options may be granted, (iii) materially increase the benefits to Optionees, or (iv) change the class of persons eligible to
receive Options under this Plan; provided, however, no such action shall alter or impair the rights and obligations under any Option outstanding as of the date thereof without the written consent of
the Optionee thereunder. No Option may be granted while the Plan is suspended or after it is terminated, but the rights and obligations under any Option granted while the Plan is in effect shall not
be impaired by suspension or termination of the Plan. 


9.     Indemnification of Board  


        In addition to such other rights or indemnifications as they may have as directors or otherwise, and to the extent allowed by applicable law, the members of the
Board and the Committee shall be indemnified by the Corporation 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 Option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Corporation) 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 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 Corporation, in writing, the opportunity, at its own expense, to handle and defend the same. 


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10.   Application of Funds  


        The proceeds received by the Corporation from the sale of common stock pursuant to the exercise of Options will be used for general corporate purposes. 



11.   No Obligation to Exercise Option  


        The granting of an Option shall impose no obligation upon the Optionee to exercise such Option. 


12.   Notices  


        All notice, requests, demand, and other communications pursuant this Plan shall be in writing and shall be deemed to have been duly given on the date of service
if served personally on the party to whom notice is to be given, or on the third day following the mailing thereof to the party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid. 



13.   Financial Statements  


        Optionees under this Plan have the right to receive, upon request, annual financial statements regarding the Corporation during the period the options are
outstanding. 


        The
foregoing Incentive and Nonstatutory Stock Option Plan was duly adopted and approved by the Board of Directors on May 1, 2003, and approved by the shareholders of the
Corporation on May 1, 2003. 



	 
	 	 

	 	 	/s/ Steven W. Hudson                        

Steven W. Hudson, Secretary




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Nucotec, Inc.  


 
 

NONSTATUTORY STOCK OPTION AGREEMENT    
    


        THIS STOCK OPTION AGREEMENT is made and entered into as of this            day
of                        ,            , by and between Nucotec,
 Inc., a
Nevada corporation ("Company"), and                        (referred to herein as the "Optionee"), with reference to the following
recitals of facts: 


        WHEREAS,
the Board has authorized the granting to Optionee of a nonstatutory stock option ("Option") to purchase shares of common stock of the Company (the "Shares") upon the terms and
conditions hereinafter stated; and 


        WHEREAS,
the Board and stockholders of the Company have heretofore adopted a 2003 Incentive and Nonstatutory Stock Option Plan (the "Plan"), pursuant to which this Option is being
granted; 


        WHEREAS,
it is the intention of the parties that this Option be a Nonstatutory Stock Option; 


        NOW,
THEREFORE, in consideration of the covenants herein set forth, the parties hereto agree as follows: 


        1.     Shares;
Price.    The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein
stated,                        Shares for cash (or other consideration acceptable to the Board of Directors of the Company, in
their sole and absolute discretion) at the price of $            per Share,
such price being determined in accordance with the Plan. 


        2.     Term
of Option; Continuation of Employment.    This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate, ten (10) years from the date hereof. This Option shall earlier terminate as set forth in Paragraphs 5 and 6 hereof. Nothing contained herein shall be construed to interfere in any
way with the right of the Company to terminate the employment or engagement, as applicable, of Optionee or to increase or decrease the compensation of Optionee from the rate in existence at the date
hereof. 


        3.     Vesting
of Option.    Subject to the provisions of Paragraphs 5 and 6 hereof, this Option shall vest and become exercisable during
the term of Optionee's employment or engagement in whole or in part beginning on the date of this Agreement. 


        4.     Exercise.    In
order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time
exercisable, Optionee must take the following actions: 



        (a)   Execute
and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth
on the form of Notice of Exercise attached hereto as Appendix A; and 


        (b)   Pay
the aggregate Exercise Price for the purchased shares in one or more of the following forms: 



        (i)    Cash
or check made payable to the Company; or 


        (ii)   A
promissory note payable to the Company, but only to the extent authorized by the Company. 




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Should
the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time the Option is exercised, then the Exercise Price may
also be paid as follows: 




        (iii)  In
shares of Common Stock held by 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 


        (iv)  To
the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide
irrevocable instructions (a) to a Company-approved 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 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 exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a
"cashless exercise transaction"). 


        For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable upon exercise of
this Option in a cashless exercise transaction shall be deemed to have been acquired at the time this Option was issued. Moreover, it is intended, understood and acknowledged that the holding period
for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. 


        (v)   Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the
date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the
portion thereof being canceled) by surrender of this Option at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the
Optionee a number of shares of Common Stock computed using the following formula: 




	 
	 	 
	 	 
	 
	 

	 	 	 	 	X =	Y (A-B)	 
	 	 	 	 	 	A      	 
	

 	
 	

Where X =	
 	

the number of shares of Common Stock to be issued to the Optionee
	

 	
 	

 	
 	

Y =	

the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation)
	

 	
 	

 	
 	

A =	

the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation)
	

 	
 	

 	
 	

B =	

Exercise Price (as adjusted to the date of such calculation)





        (c)   Execute
and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Federal
and State securities laws. 


        (d)   Make
appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, State and local income and
employment tax withholding requirements applicable to the Option exercise, if any. 



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        (e)   If
requested, execute and deliver to the Company a written statement as provided for in Paragraph 11 hereof. 




        5.     Termination
of Employment or Engagement.    If Optionee shall cease to serve as an employee, director, or consultant of the Company
for any reason, whether voluntarily or involuntarily, Optionee shall have the right, during the remaining term of the Option, to exercise in whole or in part this Option to the extent, but only to the
extent, that this Option was exercisable as of the last day of employment or engagement, as applicable, and had not previously been exercised; provided, however, that the Board may specify a shorter
period for exercise following termination as the Board deems reasonable and appropriate, but not shorter than six (6) months in the event Optionee's termination was caused by permanent
disability within the meaning of Section 22(e)(3) of the Code. The Option may be exercised only with respect to installments that the Optionee could have exercised at the date of termination of
employment or engagement. 


        Notwithstanding
anything herein to the contrary, all rights under this Option shall expire in any event on the date specified in Paragraph 2 hereof. 


        6.     Death
of Optionee.    If the Optionee shall die while an employee, director, or consultant of the Company, Optionee's personal
representative or the person entitled to Optionee's rights hereunder may at any time during the remaining term of this Option, exercise this Option and purchase Shares to the extent, but only to the
extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not
previously been exercised by Optionee. 


        7.     No
Rights as Stockholder.    Optionee shall have no rights as a stockholder with respect to the Shares covered by any installment
of this Option until the date of the issuance of a stock certificate to Optionee, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Paragraph 8 hereof. 


        8.     Recapitalization.    Subject
to any required action by the stockholders of the Company, the number of Shares covered by this
Option, and the price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation 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 that the conversion of any
convertible securities of the Company shall not be deemed having 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 surviving entity, or a sale of all or substantially all of
the assets of the Company, this Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, at its sole and absolute
discretion and without obligation, declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing thirty (30) days prior to and
ending immediately prior to such date, or during the remaining term of this Option, whichever occurs sooner, to exercise this Option as to all or any part of the Shares, without regard to the
installment provision of Paragraph 3; provided, however, that such exercise shall be subject to the consummation of such dissolution, liquidation, merger, consolidation or sale. 



        Subject
to any required action by the stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to
and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been entitled by reason of such merger or consolidation, and the vesting provisions of
Section 3 shall continue to apply. 


10





 



        In
the event of a change in the Shares 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 Shares within the meaning of this Agreement. 


        To
the extent that the foregoing adjustments relate to shares 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 hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of share 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 and price of shares subject to this Option shall not be affected by, and no
adjustments shall be made by reason of, any dissolution, liquidation, merger or consolidation, 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 this Option shall not affect in any way the right or power of the Company to make 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. 



        9.     Taxation
upon Exercise of Option.    Optionee understands that, upon exercise of this Option, Optionee may recognize income, for
federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the exercise price. The acceptance
of the Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income
and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee's
then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make cash payment to cover such liability as a
condition of the exercise of this Option. 


        10.   Modification,
Extension and Renewal of Options.    The Board may modify, extend or renew this Option or accept the surrender
thereof (to the extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan.
Notwithstanding the foregoing provisions of this Paragraph 10, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights of Optionee
hereunder. 


        11.   Investment
Intent; Restrictions on Transfer.    Optionee represents and agrees that if Optionee exercises this Option in whole or
in part, Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that
upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof) shall furnish to the
Company a written statement to such effect, satisfactory to the Company in form and substance. The Company, at its option, may include a legend on each certificate representing Shares issued pursuant
to any exercise of this Option, stating in effect that such Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and that the transferability thereof is
restricted. If the Shares represented by this Option are registered under the Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the
foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing written statement. 


        Optionee
further represents that Optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company
concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that Optionee
has either such 


11





 

experience
and knowledge in investment, financial and business matters or has investments similar to the stock of the Company such that Optionee is capable of evaluating the merits and risks thereof
and has the capacity to protect his or her own interest in connection therewith. 


        12.   Notices.    Any
notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be
delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the US. mail, postage prepaid, addressed to Optionee at the address last provided to the Company
by Optionee for his or her employee records. 


        13.   Agreement
Subject to Plan; Applicable Law.    This Agreement is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and
replaced with the applicable provision of the Plan. This Agreement has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws
thereof and subject to the exclusive jurisdiction of the courts therein. 


        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 



	 	 	NUCOTEC, INC.
	

 	
 	


	 	 	By:	Earl T. Shannon
	 	 	Its:	President
	

 	
 	

 , Optionee




12






  



 
 

Appendix A    
    


 
  NOTICE OF EXERCISE    
    


Nucotec, Inc.

1080 S.E. 3rd Avenue

Ft. Lauderdale, FL 33316 


        (1)    o The
undersigned hereby elects to purchase            shares of the Common Stock of Nucotec, Inc.
(the "Company") pursuant to the terms of the attached Option and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 


        o    The
undersigned hereby elects to purchase            shares of the Common Stock of the Company pursuant to the terms of
the net exercise provisions set forth in Section 4(b)(iv) of the attached Option, and shall tender payment of all applicable transfer taxes, if any. 



        (2)   Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 




(Name)







(Address)



        (3)   The
undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the
Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company;
(iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the
merits and risks of this investment and protecting the undersigned's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Option have
not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Act, which exemption depends upon, among other
things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Act, they must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144
adopted under the Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the
Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the
undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Act covering such
proposed disposition and such disposition is made in accordance with said registration 


1





 



statement,
or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. 



	
	 	

	(Date)	 	(Signature)
	

 	
 	


	 	 	(Print name)




2





 
Nucotec, Inc.  


 
  INCENTIVE STOCK OPTION AGREEMENT    
    


        THIS INCENTIVE STOCK OPTION AGREEMENT is made and entered into as of this                day
of                        ,            , by and between
Nucotec, Inc., a Nevada corporation ("Company"), and                        (referred to herein as the "Optionee"), with
reference to the following recitals of facts: 


        WHEREAS,
the Board has authorized the granting to Optionee of an incentive stock option ("Option") to purchase shares of common stock of the Company (the "Shares") upon the terms and
conditions hereinafter stated; and 


        WHEREAS,
the Board and stockholders of the Company have heretofore adopted a 2003 Incentive and Nonstatutory Stock Option Plan (the "Plan"), pursuant to which this Option is being
granted; 


        WHEREAS,
it is the intention of the parties that this Option be an Incentive Stock Option (a "Qualified Stock Option"); 


        NOW,
THEREFORE, in consideration of the covenants herein set forth, the parties hereto agree as follows: 


        1.     Shares;
Price.    The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions herein
stated,            Shares for cash (or other consideration acceptable to the Board of Directors of the Company, in their sole and absolute discretion) at the price of
$            per Share,
such price being not less than the fair market value per share of the Shares covered by these Options as of the date hereof and as determined by the Board of Directors of the Company. 


        2.     Term
of Option; Continuation of Employment.    This Option shall expire, and all rights hereunder to purchase the Shares shall
terminate, ten (10) years from the date hereof. This Option shall earlier terminate as set forth in Paragraphs 5 and 6 hereof. Nothing contained herein shall be construed to interfere in any
way with the right of the Company to terminate the employment or engagement, as applicable, of Optionee or to increase or decrease the compensation of Optionee from the rate in existence at the date
hereof. 


        3.     Vesting
of Option.    Subject to the provisions of Paragraphs 5 and 6 hereof, this Option shall vest and become exercisable during
the term of Optionee's employment or engagement in whole or in part beginning on the date of this Agreement. 


        4.     Exercise.    In
order to exercise this Option with respect to all or any part of the Shares for which this Option is at the time
exercisable, Optionee must take the following actions: 



        (a)   Execute
and deliver to the Company a written notice of exercise stating the number of Shares being purchased (in whole shares only) and such other information set forth
on the form of Notice of Exercise attached hereto as Appendix A; and 


        (b)   Pay
the aggregate Exercise Price for the purchased shares in one or more of the following forms: 



        (i)    Cash
or check made payable to the Company; or 


        (ii)   A
promissory note payable to the Company, but only to the extent authorized by the Company. 




3





 







        Should
the Common Stock be registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time the Option is exercised, then the
Exercise Price may also be paid as follows: 




        (iii)  In
shares of Common Stock held by 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 


        (iv)  To
the extent the Option is exercised for vested Shares, through a special sale and remittance procedure pursuant to which Optionee shall concurrently provide
irrevocable instructions (a) to a Company-approved 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 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 exercise; and (b) to the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale (a
"cashless exercise transaction"). 



	

	For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood and acknowledged that the Common Stock issuable
upon exercise of this Option in a cashless exercise transaction shall be deemed to have been acquired at the time this Option was issued. Moreover, it is intended, understood and acknowledged that the
holding period for the Common Stock issuable upon exercise of this Option in a cashless exercise transaction shall be deemed to have commenced on the date this Option was issued. 




        (v)           Notwithstanding
any provisions herein to the contrary, if the Fair Market Value of one share of the Company's Common Stock is greater than the Exercise Price (at the
date of calculation as set forth below), in lieu of exercising this Option by payment of cash, the Optionee may elect to receive shares equal to the value (as determined below) of this Option (or the
portion thereof being canceled) by surrender of this Option at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the
Optionee a number of shares of Common Stock computed using the following formula: 




	 
	 	 
	 	 
	 
	 

	 	 	 	 	X =	Y (A-B)	 
	 	 	 	 	 	A      	 
	

 	
 	

Where	
 	

X =	

the number of shares of Common Stock to be issued to the Optionee
	

 	
 	

 	
 	

Y =	

the number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the portion of the Option being canceled (at the date of such calculation)
	

 	
 	

 	
 	

A =	

the Fair Market Value of one share of the Company's Common Stock (at the date of such calculation)
	

 	
 	

 	
 	

B =	

Exercise Price (as adjusted to the date of such calculation)





        (f)            Execute
and deliver to the Company such written representations as may be requested by the Company in order for it to comply with the applicable requirements of Federal
and State securities laws. 



4





 

        (g)           Make
appropriate arrangements with the Company (or Parent or Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, State and local income and
employment tax withholding requirements applicable to the Option exercise, if any. 


        (h)           If
requested, execute and deliver to the Company a written statement as provided for in Paragraph 11 hereof. 




        5.             Termination
of Employment or Engagement. If Optionee shall cease to serve as an employee of the Company for any reason, whether voluntarily
or involuntarily, Optionee shall have the right, during the remaining term of the Option, to exercise in whole or in part this Option to the extent, but only to the extent, that this Option was
exercisable as of the last day of employment, and had not previously been exercised; provided, however, that the Board may specify a shorter period for exercise following termination as the Board
deems reasonable and appropriate, but not shorter than six (6) months in the event Optionee's termination was caused by permanent disability within the meaning of Section 22(e)(3) of the
Code. The Option may be exercised only with respect to installments that the Optionee could have exercised at the date of termination of employment. 



         Notwithstanding
anything herein to the contrary, all rights under this Option shall expire in any event on the date specified in Paragraph 2 hereof. 


        6.             Death
of Optionee. If the Optionee shall die while an employee of the Company, Optionee's personal representative or the person entitled to
Optionee's rights hereunder may at any time during the remaining term of this Option, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised
this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this option has not previously been exercised by Optionee. 



        7.             No
Rights as Stockholder. Optionee shall have no rights as a stockholder with respect to the Shares covered by any installment of this
Option until the date of the issuance of a stock certificate to Optionee, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock
certificate or certificates are issued except as provided in Paragraph 8 hereof. 


        8.             Recapitalization.
Subject to any required action by the stockholders of the Company, the number of Shares covered by this Option, and the
price per Share thereof, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation 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 that the conversion of any convertible securities of
the Company shall not be deemed having 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 surviving entity, or a sale of all or substantially all of
the assets of the Company, this Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, at its sole and absolute
discretion and without obligation, declare that this Option shall terminate as of a date fixed by the Board and grant Optionee the right for a period commencing thirty (30) days prior to and
ending immediately prior to such date, or during the remaining term of this Option, whichever occurs sooner, to exercise this Option as to all or any part of the Shares, without regard to the
installment provision of Paragraph 3; provided, however, that such exercise shall be subject to the consummation of such dissolution, liquidation, merger, consolidation or sale. 



        Subject
to any required action by the stockholders of the Company, if the Company shall be the surviving entity in any merger or consolidation, this Option thereafter shall pertain to
and apply to the securities to which a holder of Shares equal to the Shares subject to this Option would have been 


5





 



entitled
by reason of such merger or consolidation, and the vesting provisions of Section 3 shall continue to apply. 



        In
the event of a change in the Shares 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 Shares within the meaning of this Agreement. 


        To
the extent that the foregoing adjustments relate to shares 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 hereinbefore expressly provided, Optionee shall have no rights by reason of any subdivision or consolidation of share 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 and price of shares subject to this Option shall not be affected by, and no
adjustments shall be made by reason of, any dissolution, liquidation, merger or consolidation, 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 this Option shall not affect in any way the right or power of the Company to make 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. 



        9.             Taxation
upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee may recognize income, for federal and
state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined as of the date of exercise, exceeds the exercise price. The acceptance of the
Shares by Optionee shall constitute an agreement by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount of such income and
corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income and employment tax purposes will be made, if and as required by law, from Optionee's then
current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make cash payment to cover such liability as a
condition of the exercise of this Option. 


        10.           Modification,
Extension and Renewal of Options. The Board may modify, extend or renew this Option or accept the surrender thereof (to the
extent not theretofore exercised) and authorize the granting of a new option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan. Notwithstanding the
foregoing provisions of this Paragraph 10, no modification shall, without the consent of the Optionee, alter to the Optionee's detriment or impair any rights of Optionee hereunder. 



        11.           Investment
Intent; Restrictions on Transfer. Optionee represents and agrees that if Optionee exercises this Option in whole or in part,
Optionee will in each case acquire the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof; and that upon such
exercise of this Option in whole or in part, Optionee (or any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof) shall furnish to the Company a
written statement to such effect, satisfactory to the Company in form and substance. The Company, at its option, may include a legend on each certificate representing Shares issued pursuant to any
exercise of this Option, stating in effect that such Shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and that the transferability thereof is restricted. If
the Shares represented by this Option are registered under the Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved of the foregoing investment
representation and agreement and shall not be required to furnish the Company with the foregoing written statement. 


6





 



        Optionee
further represents that optionee has had access to the financial statements or books and records of the Company, has had the opportunity to ask questions of the Company
concerning its business, operations and financial condition, and to obtain additional information reasonably necessary to verify the accuracy of such information, and further represents that Optionee
(either such experience and knowledge in investment, financial and business matters in investments similar to the stock of the Company that Optionee is capable of evaluating the merits and risks
thereof and has the capacity to protect his or her own interest in connection therewith. 



        12.           Notices.
Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to be delivered upon
receipt or, in the case of notices by the Company, five (5) days after deposit in the US. mail, postage prepaid, addressed to Optionee at the address last provided to the Company by Optionee
for his or her employee records. 


        13.           Agreement
Subject to Plan; Applicable Law. This Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. A copy
of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of this Agreement inconsistent with the Plan shall be considered void and replaced with the
applicable provision of the Plan. This Agreement has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the laws thereof and
subject to the exclusive jurisdiction of the courts therein. 


        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. 



	 	 	NUCOTEC, INC.
	

 	
 	
 	

 By: Earl T. Shannon

Its: President
	

 	
 	

 	

 , Optionee




7






  



 
 

Appendix A    
    


 
  NOTICE OF EXERCISE    
    


Nucotec, Inc.

1080 S.E. 3rd Avenue

Ft. Lauderdale, FL 33316 


        (1)   o    The
undersigned hereby elects to purchase            shares of the Common Stock of Nucotec, Inc.
(the "Company") pursuant to the terms of the attached Option and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 


                o    The
undersigned hereby elects to purchase            shares of the Common Stock of the Company pursuant to
the terms of the net exercise provisions set forth in Section 4(b)(iv) of the attached Option, and shall tender payment of all applicable transfer taxes, if any. 



        (2)   Please
issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below: 




(Name)







(Address)



        (3)   The
undersigned represents that (i) the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view
to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares; (ii) the undersigned is aware of the
Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company;
(iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the
merits and risks of this investment and protecting the undersigned's own interests; (iv) the undersigned understands that the shares of Common Stock issuable upon exercise of this Option have
not been registered under the Securities Act of 1933, as amended (the "Act"), by reason of a specific exemption from the registration provisions of the Act, which exemption depends upon, among other
things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Act, they must be held indefinitely unless subsequently
registered under the Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid shares of Common Stock may not be sold pursuant to Rule 144
adopted under the Act unless certain conditions are met and until the undersigned has held the shares for the number of years prescribed by Rule 144, that among the conditions for use of the
Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the
undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Common Stock unless and until there is then in effect a registration statement under the Act covering such
proposed disposition and such disposition is made in accordance with said registration 


8





 



statement,
or the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required. 



	
	 	

	(Date)	 	(Signature)
	

 	
 	


	 	 	(Print name)




9









QuickLinks



Exhibit 10.1


2003 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN



NONSTATUTORY STOCK OPTION AGREEMENT



Appendix A


NOTICE OF EXERCISE

INCENTIVE STOCK OPTION AGREEMENT




Appendix A


NOTICE OF EXERCISE