Exhibit
      10.1

    
       

      STOCK
        OPTION AGREEMENT

       

      THIS
        STOCK OPTION AGREEMENT
        is made
        this ____ day of ________________, 200__ by and between UNIVERSAL
        CAPITAL MANAGEMENT, INC.,
        a
        Delaware corporation (the "Company") and
        _________________________________________, an individual (the
        "Optionee").

       

      WITNESSETH:

       

      Optionee
        is the ______________ of Company. Company desires to grant to Optionee options
        to purchase shares of its common stock, par value $0.001 each
        ("Shares").

       

      NOW,
        THEREFORE,
        in
        consideration of the foregoing, the mutual covenants herein contained, and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto, each intending to be legally bound hereby,
        agree as follows:

       

      1.  Definitions.
        As used
        in this Agreement, the following terms shall have the following respective
        meanings:

       

      (a)  The
        term
        "Affiliate" shall mean a corporation which is a parent corporation or a
        subsidiary corporation with respect to Company within the meaning of Section
        425(e) or (f) of the Code.

       

      (b)  The
        term
        "Code" shall mean the Internal Revenue Code of 1986, as amended.

       

      (c)  The
        term
        "Expiration Date" shall mean 5:00 p.m., local time in Wilmington, Delaware
        on
        ____________, 20__.

       

      (d)  The
        term
        "ISO" shall mean an incentive stock option within the meaning of the Code,
        for
        Federal income tax purposes.

       

      (e)  The
        term
        "NSO" shall mean an option which is not an ISO.

       

      (f)  The
        term
        the "Plan" shall mean that certain 2006 Equity Incentive Plan adopted by
        the
        Board of Directors on April 4, 2006 and the stockholders on May 8,
        2006.

       

      (g)  The
        term
        "Termination Date" shall mean 5:00 p.m. local time in Wilmington, Delaware
        on
        the day the Option terminates in accordance with the terms of Paragraph
        5.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      (h)  The
        term
        "transfer" shall mean any sale, assignment, transfer, gift, donation, or
        other
        disposition, or any pledge, deposit, or placing of an encumbrance
        upon.

       

      (i)  The
        term
        "Fair Market Value" of Shares means (i) if the Shares are then listed and
        traded
        on a registered national or regional securities exchange or quoted on The
        National Association of Securities Dealers Automated Quotation System, the
        average of the high and low sales price of a Share on such exchange or quotation
        system on the date of a grant or issuance of an Option, or (ii) if the Shares
        are not traded on a registered national or regional securities exchange or
        quoted on such a quotation system, the fair market value as determined by
        the
        Committee, based on such valuation methods as the Committee determines to
        be
        appropriate as long as such methods are permitted by the Investment Company
        Act
        of 1940, as amended; provided, however, that in no event shall Fair Market
        Value
        be less than that determined under section 409A of the Code.

       

      (j)  The
        term
        "Committee" shall mean the Board of Directors or the Committee of the Board
        of
        Directors designated by the Board to administer the Plan.

       

      2.  Grant
        of Option.
        The
        Company hereby grants to Optionee the right and option (the "Option") to
        purchase _________ Shares (the "Option Shares"), on the terms and subject
        to the
        conditions hereinafter set forth in this Agreement. [All Options are and
        shall
        be deemed to be ISOs issued under and pursuant to the Plan.] In the event
        of any
        conflict between this Agreement and the terms of the Plan, the terms of the
        Plan
        shall govern.

       

      3.  Option
        Price.
        The
        purchase price to be paid, if the Option is exercised, shall be
        ____________________ ($_______) per share (the "Option Price"), which shall
        be
        paid at the Closing (as hereinafter defined) in the manner provided in this
        Agreement.

       

      4.  Exercise
        of Option.
        The
        following provisions shall apply to exercise of the Option:

       

      (a)  Optionee
        shall exercise the Option by sending a notice of election (the "Notice of
        Election") to the Company in the form attached hereto and incorporated herein
        by
        reference. The Notice of Election shall be in writing, shall be sent to the
        Company at the address and in the manner set forth in subparagraph 12(c)
        hereof
        (unless such address has been changed in the manner set forth in such
        subparagraph), and shall contain the information about the Closing set forth
        in
        subparagraph 10(a) hereof.

       

      (b)  If
        exercised, the Option may be exercised as to some or all of the Option Shares,
        and if with respect to some of the Option Shares, then the Option shall continue
        until the Termination Date with respect to the remaining Option
        Shares.

       

      
        
           

        

        
          (2)

          
            

          

        

        
           

        

      

       

      (c)  The
        Option may be exercised at any time prior to the Expiration Date; provided,
        however, that the date and time of the exercise of the Option shall be that
        day
        and time when the Notice of Election is actually received by the
        Company.

       

      (d)  Payment
        for Shares shall be made as provided in Section 7.1.3 of the Plan.

       

      (e)  Subject
        to the provisions of this Agreement, Optionee will become obliged to purchase
        the Option Shares on the terms and conditions set forth in this Agreement
        and
        the Notice of Election upon the sending by Optionee of the Notice of
        Election.

       

      5.  Term.

       

      (a)  Except
        as
        provided in subparagraph (b) of this Paragraph 5, the Option will terminate
        at
        5:00 p.m. local time in Wilmington, Delaware on the Expiration
        Date.

       

      (b)  In
        the
        event of Optionee’s death or disability or if Optionee is an Employee (as
        defined in the Plan) of Company, the termination of Optionee’s employment with
        Company, the provisions of Section 7.1.4 of the Plan shall govern.

       

      6.  Change
        or Exchange of Capital Stock.

       

      (a)  In
        the
        event of any merger, reorganization, consolidation, recapitalization, stock
        dividend or other change in corporate structure affecting the Stock, the
        provisions of Section 4.1 of the Plan shall govern. 

       

      (b)  In
        connection with any event described in this Section 6 or a sale by the Company
        of all or substantially all of its assets, the Committee may provide, in
        its
        sole discretion, for the cancellation of this Award Agreement in exchange
        for a
        payment in cash or other property equal to the Fair Market Value of the Option
        issuable on exercise of this cancelled Award Agreement less the exercise
        price
        or purchase price hereof.

       

      (c)  No
        such
        adjustment shall be made, however, by reason of the issuance of shares of
        common
        stock of the Company for cash, property, or services; by way of stock options,
        stock warrants, subscription rights; or otherwise.

       

      7.  Condition
        Precedent to Exercise.
        Notwithstanding anything to the contrary contained in this Agreement, the
        Option
        shall first become exercisable with respect to the following number of Shares
        on
        the dates indicated:

       

      
        
           

        

        
          (3)

          
            

          

        

        
           

        

      

       

      Date  ISOs   NSOs  Total


       

      Total

       

      8.  Securities
        Laws Compliance Procedures.
        Optionee represents and acknowledges that (i) he or she knows, or has had
        the
        opportunity to acquire, all information concerning the business, affairs,
        financial condition and prospects of the Company which he or she deems relevant
        to making a fully informed decision regarding the consummation of the
        transactions contemplated hereby and (ii) he or she has been supplied with
        copies of the Company's latest annual report on Form 10-K, the Company's
        latest
        quarterly report on Form 10-Q, Company's latest proxy statement, and Company's
        latest annual report to shareholders. Without intending any limitation on
        the
        generality of the foregoing, Optionee understands and acknowledges that neither
        the Company nor anyone acting on its behalf has made any representations
        or
        warranties other than those contained herein respecting the Company or the
        future conduct of Company's business, and Optionee has not relied upon any
        representations or warranties other than those contained herein in the belief
        that they were made on behalf of the Company. Optionee further understands
        and
        acknowledges that, if Optionee is an Employee (as defined in the Plan) of
        the
        Company, the Fair Market Value of the Shares, and thus the value of the Option
        will depend, in part on the personal efforts and skills of Optionee in working
        for the Company.

       

      9.  Transfers.
        The
        Option is not assignable or otherwise transferable by the Optionee except
        by
        will, by the laws of descent and distribution or pursuant to a qualified
        domestic relations order. During the life of the Optionee, an Option
        shall be
        exercisable only by the Optionee.

       

      Any
        attempt at assignment, transfer, pledge or disposition of the Option contrary
        to
        the provisions hereof or the levy of any execution, attachment or similar
        process upon the Option shall be null and void and without force or effect.
        Any
        exercise of the Option by a person other than Optionee shall be accompanied
        by
        appropriate proofs, satisfactory in form and substance to the Company, of
        the
        right of each person to exercise the Option. 

       

      10.  Closing.

       

      (a)  The
        Closing shall be held at a date and time to be selected by Optionee in the
        Notice of Election; provided, however, that the date specified in the Notice
        of
        Election shall not be more than forty-five (45) days after the sending of
        such
        Notice of Election.

       

      (b)  Closing
        shall be held at the chief executive offices of the Company, or such other
        place
        as shall be agreed upon by the parties.

       

      
        
           

        

        
          (4)

          
            

          

        

        
           

        

      

       

      (c)  At
        Closing, the Company shall deliver or cause to be delivered to Optionee
        certificates for all of the Option Shares to be purchased by Optionee pursuant
        to the Notice of Election issued to and registered in the name of Optionee,
        and
        with all required transfer tax stamps, if any, affixed.

       

      (d)  At
        Closing Optionee shall pay to Company the full Option Price required to be
        paid
        for all of the Option Shares to be purchased by Optionee pursuant to the
        Notice
        of Election.

       

      (e)  At
        Closing, at the request of the Company, Optionee shall deliver to the Company
        a
        certificate signed by Optionee certifying to the truth and correctness as
        of the
        date of Closing of each of the representations, warranties, acknowledgments,
        agreements, and confirmations set forth in Paragraph 8 of this
        Agreement.

       

      11.  No
        Rights As Shareholder Pending Exercise.
        Optionee shall not have any rights as a shareholder of the Company as a result
        of the existence of the Option until and unless he or she shall acquire some
        or
        all of the Option Shares. Without intending any limitation on the generality
        of
        the foregoing, Optionee shall not be entitled to vote on any matter presented
        to
        the Shareholders of the Company nor to receive any dividends or other
        distributions made or declared by the Company, the record date or ex-dividend
        date of which, respectively, precedes the date on which some or all of the
        Option Shares are acquired pursuant hereto.

       

      12.  Miscellaneous.
        

       

      (a)  Indulgences,
        Etc.
        Neither
        the failure nor any delay on the part of either party to exercise any right,
        remedy, power or privilege under this Agreement shall operate as a waiver
        thereof, nor shall any single or partial exercise of any right, remedy, power
        or
        privilege preclude any other or further exercise of the same or of any other
        right, remedy, power or privilege, nor shall any waiver of any right, remedy,
        power or privilege with respect to any occurrence be construed as a waiver
        of
        such right, remedy, power or privilege with respect to any other occurrence.
        No
        waiver shall be effective unless it is in writing and is signed by the party
        asserted to have granted such waiver. 

       

      (b)  Controlling
        Law.
        This
        Agreement and all questions relating to its validity, interpretation,
        performance and enforcement (including, without limitation, provisions
        concerning limitations of actions), shall be governed by and construed in
        accordance with the laws of the State of Delaware, notwithstanding any
        conflict-of-laws doctrines of such jurisdiction to the contrary, and without
        the
        aid of any canon, custom or rule of law requiring construction against the
        draftsman.

       

      
        
           

        

        
          (5)

          
            

          

        

        
           

        

      

       

      (c)  Notices.
        All
        notices, requests, demands and other communications required or permitted
        under
        this Agreement shall be in writing and shall be deemed to have been duly
        given,
        made and received when personally delivered or when deposited in the United
        States mails, registered or certified mail, postage prepaid, return receipt
        requested, addressed as set forth below:

       

      (i)  If
        to
        Optionee:

       

      ___________________________

      ___________________________

      ___________________________

      Attention:
        _________________________

      


       

      (ii)  If
        to
        Company:

       

      Universal
        Capital Management, Inc.

      2601
        Annand Drive

      Suite
        16

      Wilmington,
        DE 19808


       

      In
        addition, notice by mail shall be by air mail if posted outside of the
        continental United States. Either party may alter the address to which
        communications or copies are to be sent by giving notice of such change of
        address in conformity with the provisions of this subparagraph (c) for the
        giving of notice.

       

      (d)  Binding
        Nature of Agreement; No Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the parties hereto
        and their respective heirs, personal representa-tives, successors and assigns,
        except that neither party may assign or transfer its rights nor delegate
        its
        obligations under this Agreement without the prior written consent of the
        other
        party hereto.

       

      (e)  Provisions
        Separable.
        The
        provisions of this Agreement are independent of and separable from each other,
        and no provision shall be affected or rendered invalid or unenforceable by
        virtue of the fact that for any reason any other or others of them may be
        invalid or unenforceable in whole or in part.

       

      (f)  Entire
        Agreement.
        This
        Agreement contains the entire understanding between the parties hereto with
        respect to the subject matter hereof, and supersedes all prior and
        contemporaneous agreements and understandings, inducements or conditions,
        express or implied, oral or written, except as herein contained. The express
        terms hereof control and supersede any course of performance and/or usage
        of the
        trade inconsistent with any of the terms hereof. This Agreement may not be
        modified or amended other than by an agreement in writing.

       

      
        
           

        

        
          (6)

          
            

          

        

        
           

        

      

       

      (g)  Paragraph
        Headings.
        The
        Paragraph and subparagraph headings in this Agreement have been inserted
        for
        convenience of reference only; they form no part of this Agreement and shall
        not
        affect its interpretation.

       

      (h)  Gender,
        Etc.
        Words
        used herein, regardless of the number and gender specifically used, shall
        be
        deemed and con-strued to include any other number, singular or plural, and
        any
        other gender, masculine, feminine or neuter, as the context indicates is
        appropriate.

       

      (i)  Number
        of Days.
        In
        computing the number of days for purposes of this Agreement, all days shall
        be
        counted, including Saturdays, Sundays and Holidays; provided, however, that
        if
        the final day of any time period falls on a Saturday, Sunday or Holiday,
        then
        the final day shall be deemed to be the next day which is not a Saturday,
        Sunday
        or Holiday. For purposes of this subparagraph (i), the term "Holiday" shall
        mean
        a day, other than a Saturday or Sunday, on which national banks with branches
        in
        the State of Delaware are or may elect to be closed.

       

      IN
        WITNESS WHEREOF,
        the
        parties have executed this Agreement on the date first above
        written.

       

      
        	ATTEST:	 	 	UNIVERSAL
                CAPITAL
                MANAGEMENT, INC.
	 	 	 	 
	 	 	 	By:
	
                
Secretary	 	 	
                
Michael
                D. Queen, President
	 	 	 	 
	[Corporate
                Seal]	 	 	 
	 	 	 	 
	WITNESS:	 	 	 
	 	 	 	 
	
                

              	 	 	
                

                (SEAL)


      

       

       

      
        
           

        

        
          (7)

          
            

          

        

        
           

        

      

       

       


      NOTICE
        OF ELECTION

       

      The
        undersigned and Universal Capital Management, Inc. (the "Company") are parties
        to that certain Stock Option Agreement dated _____________________. Pursuant
        to
        the terms thereof, the undersigned hereby exercises his/her option to purchase
        ____________ shares of the common stock, (the "Shares") par value $0.001
        per
        Share of the "Company". Closing hereunder shall be held at the chief executive
        offices of the Company at _____ _.m., on ____________________ ___,
        ________.

       

      Please
        register the Shares in the name of the undersigned and use the address set
        forth
        herein as the registered address of the undersigned.

       

      [Cross
        out this paragraph if not applicable.]

       

      I
        understand that the Shares have not been registered under the Securities
        Act of
        1933, as amended (the "Act") or under any state securities law, and the Company
        is under no obligation to do so. I understand that the Shares may not be
        resold
        or otherwise transferred in the absence of such applicable registrations
        or
        exemptions from the registration requirements. I understand that I may have
        to
        hold the Shares for the indefinite future. I understand that the Shares are
        "restricted securities" within the meaning of Rule 144 promulgated under
        the Act
        and the Company has no obligation to make any information available or to
        file
        any reports to permit sales to be made under such rule. The undersigned
        understands that the Share certificate shall bear a restrictive legend with
        respect to the transferability of the Shares.

       

      The
        undersigned represents and warrants to the Company that he or she (a) has
        been
        advised and understands that the Shares may not be transferred without
        compliance with all applicable Federal and state securities laws; and (b)
        has
        had all material information about the Company's business and financial
        condition made available to him prior to exercise of the Option, and that
        he or
        she was afforded the opportunity to ask questions of and receive answers
        from
        the officers and directors of the Company with respect to the Company's business
        affairs and prospects.

       

      The
        undersigned represents and warrants that he is acquiring the Shares for his
        or
        her own account as principal for investment and not with a view to resale
        or
        distribution, and that he has such knowledge and experience in financial
        and
        business matters as will enable him or her to evaluate the merits and risks
        of
        the proposed investment in the Shares.

       

      
         

        
          	 	 	 	 
	
                  

                	 	 	
                  
Name:
	 	 	 	 
	 	 	 	Address: