Exhibit 4.1

                           PAYMENT  DATA  SYSTEMS,  INC.
                              AMENDED  AND  RESTATED
                     1999  EMPLOYEE  COMPREHENSIVE  STOCK  PLAN

     1.   PURPOSE.  The  purpose  of  this  Amended  and  Restated 1999 Employee
Comprehensive  Stock Plan (the "Plan") is to further the success of Payment Data
Systems,  Inc.,  formerly  billserv.com,  Inc.,  and  Billserv,  Inc.,  a Nevada
corporation  (the  "Company"), and certain of its affiliates by making available
Common  Stock of the Company to certain Employees and Consultants of the Company
and  its  affiliates,  and  thus  to  provide  an  additional  incentive to such
individuals  to  continue in the service of the Company or its affiliates and to
give  them  a  greater  interest  as stockholders in the success of the Company.
Subject  to  compliance  with the provisions of the Plan and the Code, Incentive
Stock  Options  as authorized by Section 422 of the Code and stock options which
do  not  qualify under Section 422 of the Code are authorized and may be granted
under  the  Plan.  Further,  the  Company may grant Restricted Stock, as defined
below.

     2.   DEFINITIONS.  As  used in this Plan the following terms shall have the
meanings  indicated:

    (a)  "Award"  means  an  award  of  stock options (including Incentive Stock
Options)  or Restricted Stock, on a stand alone, combination or tandem basis, as
described  in  or  granted  under  this  Plan.

     (b)  "Award Agreement" means a written agreement setting forth the terms of
an  Award,  in  the  form  prescribed  by  the  Committee.

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

     (d)  "Cause"  shall  mean,  in  the  context  of  the  termination  of  a
Participant,  as  determined  by  the  Board,  in the reasonable exercise of its
business  judgment, the occurrence of one of the following events as they relate
(1)  to  an Employee: (i) conviction of or a plea of nolo contendere to a charge
of  a  felony  (which,  through  lapse  of  time or otherwise, is not subject to
appeal);  (ii)  willful  refusal without proper legal cause to perform, or gross
negligence  in  performing,  Participant's  duties  and  responsibilities; (iii)
material breach of fiduciary duty to the Company through the misappropriation of
Company  funds  or  property  or  otherwise; or (iv) the unauthorized absence of
Participant  from work (other than for sick leave or disability) for a period of
thirty  working  days  or more during any period of forty-five working days, and
(2)  to a Contractor: (i) conviction of or a plea of nolo contendere to a charge
of  a  felony  (which,  through  lapse  of  time or otherwise, is not subject to
appeal),  (ii) serious misconduct in connection with performance of his services
to  the  Company, a Parent, or any Subsidiary, or (iii) a material breach of any
contractual  agreement  or  other  arrangement  between  the  Contractor and the
Company,  its  Parent,  or  any  Subsidiary;  provided, further, within one year
following  a  Change  of Control, "Cause," with respect to an Employee, shall be
limited  to  the  conviction  of or a plea of nolo contendere to the charge of a
felony (which, through lapse of time or otherwise, is not subject to an appeal),
or  a  material  breach  of  fiduciary  duty  to  the  Company  through  the
misappropriation  of  Company  funds  or  property  or  otherwise.

     (e)  "Change  of  Control"  shall  be  deemed  to  have occurred if (i) any
"Person"  (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
is  or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act),  directly  or  indirectly,  of securities of the Company representing more
than  40%  of the combined voting power of the Company's then outstanding voting
securities, or (ii) at any time during the 24-month period after a tender offer,
merger,  consolidation, sale of assets or contested election, or any combination
of such transactions, at least a majority of the Board shall cease to consist of
"continuing  directors"  (meaning  directors  of  the  Company  who  either were
directors  prior  to  such  transaction or who subsequently became directors and
whose  election,  or  nomination for election by the Company's stockholders, was
approved  by a vote of at least two thirds of the directors then still in office
who  were directors prior to such transaction), or (iii) the stockholders of the
Company  approve  a  merger  or  consolidation  of  the  Company  with any other
corporation,  other  than  a  merger  or  consolidation that would result in the
voting  securities  of  the  Company  outstanding  immediately  prior  thereto
continuing  to  represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 40% of the total voting
power  represented  by  the  voting  securities of the Company or such surviving
entity  outstanding  immediately after such merger or consolidation, or (iv) the
stockholders  of  the  Company  approve  a  plan  of complete liquidation of the
Company  or  an  agreement  of  sale  or  disposition  by  the Company of all or
substantially  all  of  the  Company's  assets.

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

     (g)  "Committee"  means  the  Committee administering the Plan described in
Section  3  hereof.

     (h)  "Common  Stock"  means the Company's common stock, par value $.001 per
share.

     (i)  "Consultant"  means  any  person,  except  an Employee, engaged by the
Company or a Parent or any Subsidiary of the Company to render personal services
to such entity. The term "Consultant" as used in this Plan is limited to persons
eligible  to receive Common Stock from the Company or a Parent or any Subsidiary
of  the  Company  registered  under  Form  S-8  of  the  Securities and Exchange
Commission.  As  provided  in  Rule  405 promulgated under the Securities Act of
1933, as amended from time to time, or other applicable law, Consultants must be
natural  persons  who  provide bona fide services to the Company, which services
may  not  be  in  connection  with  the  offer  or  sale  of  securities  in  a
capital-raising  transaction  or  directly or indirectly related to promoting or
maintaining  a  market  for  the  Company's  securities.

     (j)  "Continuous  Status  as a Participant" means (1) for an Employee, that
the  employment  relationship with the Company or a Parent, or any Subsidiary of
the  Company  has  not been terminated or interrupted, and (2) for a Consultant,
the  absence  of  any  interruption, expiration, or termination of such person's
consulting  or  advisory  relationship  with  the  Company  or  a  Parent or any
Subsidiary  of  the  Company  or  the occurrence of any termination event as set
forth  in  such  person's  Award  Agreement.

     (k)  "Date  of  Grant" means the date on which an Award is granted under an
Award  Agreement executed by the Company and a Participant pursuant to the Plan.

     (l)  "Disinterested  Person" means a "disinterested person" as such term is
defined  in  Rule  16b-3  promulgated  under  the  Exchange Act or any successor
provision.

     (m)  "Effective  Date"  means  the effective date of this Plan specified in
Section  14  hereof.

     (n)  "Employee" means any person, including an officer, who is a common law
employee of, receives remuneration for personal services to, is reflected on the
official  human  resources  database as an employee of, and is on the payroll of
the  Company  or  a  Parent or any Subsidiary of the Company. A person is on the
payroll  if he is paid from the payroll department of the Company or a Parent or
any  Subsidiary  of  the Company. Persons providing services to the Company or a
Parent  or  any  Subsidiary of the Company pursuant to an agreement with a staff
leasing organization, temporary workers engaged through or employed by temporary
or  leasing  agencies,  and  workers who hold themselves out to the Company or a
Parent  or any Subsidiary of the Company to which they are providing services as
being  independent  contractors,  or  as  being  employed  by or engaged through
another  company  while providing the services to the Company or a Parent or any
Subsidiary of the Company are not Employees for purposes of the Plan, whether or
not  such  persons  are,  or  may  be,  reclassified by the courts, the Internal
Revenue  Service,  the  U.S.  Department  of Labor, or other person or entity as
common  law  employees  of  the  Company  or  a  Parent or any Subsidiary of the
Company,  either  solely  or  jointly  with  another  person  or  entity.

     (o)  "Exchange Act" means the Securities Exchange Act of 1934, as it may be
amended  from  time  to  time.

     (p)  "Good  Reason"  shall  mean  the  occurrence  of  any of the following
events:  (a)  removal from the principal office held by the Employee on the date
of the most recent Award, or a material reduction in the Employee's authority or
responsibility,  including,  without  limitation,  involuntary  removal from the
Board,  but  not  including  termination  of  the Employee for Cause; or (b) the
Company  otherwise  commits  a  material  breach  of this Plan or the Employee's
employment  agreement  or  the  Contractor's  service  agreement, if applicable;
provided,  however,  that  within  one year following a Change of Control, "Good
Reason" shall mean (i) removal from the principal office held by the Employee on
the  date  of the most recent Award, (ii) a material reduction in the Employee's
authority  or responsibility, including, without limitation, involuntary removal
from  the  Board, but not including termination of the Employee for Cause; (iii)
relocation  of  the  Company's  headquarters  from  the  San  Antonio,  Texas
metropolitan  area, (iv) a material reduction  of  Employee's  compensation,  or
(v)  the  Company  otherwise commits a material  breach  of  this  Plan  or  the
Employee's  employment  agreement  or  the Contractor's  service  agreement,  if
applicable.

     (q)  "Incentive  Stock Option" means an option qualifying under Section 422
of  the  Code.

     (r)  "Parent"  means  a  parent  corporation  of  the Company as defined in
Section  424(e)  of  the  Code.

     (s)  "Participants"  means  Employees  or  Consultants  of the Company, its
Subsidiaries  and  its  Parent (including those directors of the Company who are
also  employees  of the Company, its Parent or one or more of its Subsidiaries).

     (t)  "Restricted  Period" shall mean the period designated by the Committee
during  which  Restricted Stock may not be sold, assigned, transferred, pledged,
or  otherwise encumbered, which period shall not be more than two years from the
Date  of  Grant.

     (u)  "Restricted  Stock"  shall  mean  those  shares of Common Stock issued
pursuant  to  an  Award  that  remain  subject  to  the  Restricted  Period.

     (v)  "Retained  Distributions"  shall mean any securities or other property
(other  than cash dividends) distributed by the Company or otherwise received by
the  holder  in  respect  of  Restricted  Stock  during  any  Restricted Period.

     (w)  "Retirement"  shall  mean retirement of an Employee from the employ of
the  Company, its Parent, or its Subsidiaries, as the case may be, in accordance
with  the  then  existing  employment  policies  of  any  such  employer.

     (x)  "Subsidiary"  means a subsidiary corporation of the Company as defined
in  Section  424(f)  of  the  Code.

    3.   ADMINISTRATION  OF  THE  PLAN. The Board shall appoint a committee (the
"Committee")  comprised  of  two  or more directors to administer the Plan. Only
directors who are Disinterested Persons shall be eligible to serve as members of
the  Committee.  The Committee shall report all action taken by it to the Board,
which  shall review and ratify or approve those actions that are by law required
to  be  so  reviewed  and ratified or approved by the Board. The Committee shall
have  full  and  final authority in its discretion, subject to the provisions of
the  Plan,  to  make  determinations  with  respect  to  the  participation  of
Participants  in  this Plan, to prescribe the form of Award Agreements embodying
Awards  made  under  the  Plan, and, except as otherwise required by law or this
Plan,  to  set  the  size  and  terms  of Awards (which need not be identical or
consistent with respect to each Participant) including vesting schedules, price,
whether  stock  options  granted  hereunder  shall constitute an Incentive Stock
Option,  restriction  or  option period, post-retirement and termination rights,
payment  alternatives  such  as cash, stock or other means of payment consistent
with  the  purposes  of  this  Plan,  and such other terms and conditions as the
Committee  deems  appropriate.  Except  as  otherwise required by this Plan, the
Committee  shall have authority to interpret and construe the provisions of this
Plan  and  the Award Agreements, to correct any defect or supply any omission or
reconcile  any inconsistency in the Plan or in any Award Agreement in the manner
the  Committee  deems  advisable  for  the  administration  of the Plan and make
determinations pursuant to any Plan provision or Award Agreement, which shall be
final and binding on all persons. The Committee may authorize any one or more of
their  number  or any officer of the Company to execute and deliver documents on
behalf  of  the  Committee.

     4.   COMMON STOCK SUBJECT TO PROVISIONS OF THIS PLAN. Upon approval of this
Plan  by  the  directors  and  shareholders  of the Company, the total number of
shares  to  be  subject  to  options  under this Plan shall be 30,000,000 of the
authorized  and  unissued  Common Stock of the Company. Thereafter, an amount of
additional  shares to be subject to options shall automatically be available for
award  under  this  Plan,  such that at no time shall the total number of shares
subject  to  options  under this Plan be less than five percent (5%) of the then
issued  and  outstanding  Common  Stock of the Company. In all events, the total
number  of  shares  shall  be subject to appropriate increase or decrease in the
event  of  a stock dividend, split or reclassification of shares subject to this
Plan.

     5.   ELIGIBILITY.  Except as hereinafter provided, Awards may be granted to
any  Participant  as  the  Committee  shall  determine  from  time  to  time. In
determining  the  Participants to whom Awards shall be granted and the number of
shares to be covered by each such Award, the Committee may take into account the
nature  of  the  services rendered by the respective Participants, their present
and  potential  contributions to the Company's success and such other factors as
the  Committee in its sole discretion shall deem relevant. A Participant who has
been  granted  an  Award  under  the  Plan may be granted an additional Award or
Awards  under  the  Plan,  in  the  Committee's  sole  discretion.

     6.   AWARDS  UNDER  THIS  PLAN.  The Committee, in its sole discretion, may
make  Awards  of  stock  options  (including  Incentive  Stock Options and stock
options that do not qualify as Incentive Stock Options) as described in Sections
7  and  8  hereof,  and of Restrictive Stock, as described in Section 10 hereof.

     7.   OPTIONS  AUTHORIZED.  The options subject to Award under this Plan may
be  Incentive  Stock  Options  or stock options that do not qualify as Incentive
Stock  Options  (sometimes  referred  to  herein  as  "nonqualified  options" or
"nonqualified  stock  options").  The  Committee  shall  have the full power and
authority to (i) determine which options shall be nonqualified stock options and
which  shall be Incentive Stock Options, (ii) grant only Incentive Stock Options
or,  alternatively,  only  nonqualified  stock  options,  and  (iii) in its sole
discretion,  grant  to  the holder of an outstanding option, in exchange for the
surrender  and cancellation of such option, a new option having a purchase price
lower  than  that  provided  in  the  option  so surrendered and canceled and/or
containing  such  other  terms  and conditions as the Committee may prescribe in
accordance  with  the  provisions  of  the  Plan.  Under  no  circumstances  may
nonqualified  stock  options  be granted where the exercise of such nonqualified
stock  options  may  affect  the  exercise  of  Incentive  Stock Options granted
pursuant to the Plan. In addition to any other limitations set forth herein, (1)
no  Participant  shall  receive  any  grant  of options, whether Incentive Stock
Options  or  nonqualified  stock options, exercisable for more than five hundred
thousand  (500,000)  shares  of  Common  Stock during any one fiscal year of the
Company,  and (2) the aggregate fair market value (determined in accordance with
Paragraph  8(a)  of the Plan as of the time the option is granted) of the Common
Stock  with  respect  to  which  Incentive Stock Options are exercisable for the
first time by a Participant in any calendar year (under all plans of the Company
and  of  any Parent or Subsidiary) shall not exceed one hundred thousand dollars
($100,000.00).

     8.   TERMS AND CONDITIONS OF OPTIONS. The grant of an option under the Plan
shall  be  evidenced  by  an  Award  Agreement  executed  by the Company and the
applicable  Participant  and shall contain such terms and be in such form as the
Committee  may  from  time to time approve, subject to the following limitations
and  conditions:

     (a)  OPTION PRICE. The option exercise price per share with respect to each
option  shall  be  determined by the Committee, but shall in no instance be less
than  the par value of the shares subject to the option. In addition, the option
exercise  price  per  share  with  respect  to  Incentive  Stock Options granted
hereunder  shall in no instance be less than the fair market value of the shares
subject  to  the option as determined by the Committee. For the purposes of this
Paragraph  8(a), fair market value shall be, where applicable, the closing price
of  the  Common  Stock  on  the  Date of Grant of such option as reported on any
national  securities  exchange  on  which the Common Stock may be listed. If the
Common  Stock  is  not  listed on a national securities exchange but is publicly
traded  on  the  Nasdaq  Stock  Market's National Market or on another automated
quotation system, the fair market value shall be the closing price of the Common
Stock  on  the  Date  of  Grant,  or if traded on the Nasdaq Small Cap or Nasdaq
Over-The-Counter  market,  the  fair  market value shall be the mean between the
closing bid and ask prices on any such system or market. If the Common Stock was
not  traded  on  the Date of Grant of such option, the nearest preceding date on
which  there  was  a  trade shall be substituted. Notwithstanding the foregoing,
however,  fair  market  value  shall  be determined consistent with Code Section
422(b)(4)  or  any  successor  provisions.  The  Committee may permit the option
exercise price to be payable by transfer to the Company of Common Stock owned by
the  option holder with a fair market value at the time of the exercise equal to
the  option  exercise  price.

     (b)  PERIOD OF OPTION. The expiration date of each option shall be fixed by
the  Committee,  but  notwithstanding any provision of the Plan to the contrary,
such  expiration  date  shall  not  be more than ten (10) years from the Date of
Grant  of  the  option.

     (c)  VESTING  OF STOCKHOLDER RIGHTS. Neither the optionee nor his successor
in  interest  shall have any of the rights of a stockholder of the Company until
the  shares  relating  to the option hereunder are issued by the Company and are
properly  delivered  to  such  optionee,  or  successor.

     (d)  EXERCISE OF OPTION. Each option shall be exercisable from time to time
over  such  period  and  upon  such  terms and conditions as the Committee shall
determine, but not at any time  as  to less than one hundred (100) shares unless
the  remaining  shares that have  become  so  purchasable  are  less than twenty
five (25) shares. After the death  of  the  optionee, an option may be exercised
as  provided  in  Section  9(c)  hereof.

     (e)  DISQUALIFYING  DISPOSITION.  The  Award  Agreement  evidencing  any
Incentive  Stock  Options  granted  under  this  Plan  shall provide that if the
optionee  makes  a disposition, within the meaning of Section 424(c) of the Code
and  regulations  promulgated thereunder, of any share or shares of Common Stock
issued  to  him  pursuant  to  exercise of the option within the two-year period
commencing  on  the  day  after  the  Date of Grant of such option or within the
one-year period commencing on the day after the date of issuance of the share or
shares to him pursuant to the exercise of such option, he shall, within ten (10)
days  of  such  disposition date, notify the Company of the sales price or other
value  ascribed  to  or  used  to measure the disposition of the share or shares
thereof  and immediately deliver to the Company any amount of federal income tax
withholding  required  by  law.

     (f)  LIMITATION  ON  GRANTS  TO  CERTAIN  STOCKHOLDERS.  An Incentive Stock
Option  may  be  granted  only  to  an  Employee  Participant,  and only if such
Participant,  at the time the option is granted, does not own, after application
of  the  attribution  rules  of Code Section 424, stock possessing more than ten
percent  (10%) of the total combined voting power of all classes of Common Stock
of  the  Company  or  of  its Parent or Subsidiaries. The preceding restrictions
shall  not apply to an Employee Participant if at the time the option is granted
the  option  price is at least one hundred ten percent (110%) of the fair market
value  (as  defined  in  Section  8(a) above) of the Common Stock subject to the
option  and  such option by its terms is not exercisable after the expiration of
five  (5)  years  from  the  Date  of  Grant.

     (g)  RESTRICTION  ON  ISSUING  SHARES. The exercise of each option shall be
subject  to the condition that if at any time the Company shall determine in its
discretion  that  the  satisfaction  of  withholding  tax  or  other withholding
liabilities,  or  that the listing, registration, or qualification of any shares
otherwise  deliverable  upon such exercise upon any securities exchange or under
any  state  or  federal  law,  or that the consent or approval of any regulatory
body,  is  necessary or desirable as a condition of, or in connection with, such
exercise  or  the  delivery  or purchase of shares pursuant thereto, then in any
such  event,  such  exercise  shall  not  be  effective unless such withholding,
listing,  registration,  qualification,  consent,  or  approval  shall have been
effected  or  obtained  free  of  any  conditions not acceptable to the Company.

     (h)  CONSISTENCY  WITH  CODE.  Notwithstanding  any other provision in this
Plan  to  the  contrary,  the  provisions  of  all  Award Agreements relating to
Incentive  Stock Options pursuant to the Plan shall not violate the requirements
of  the  Code  applicable  to  the Incentive Stock Options authorized hereunder.

     9.   EXERCISE  OF  OPTION.

     (a)  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  Committee  and  set forth in the Award Agreement. An option shall be deemed
exercised  when  (i) the Company has received written notice of such exercise in
accordance  with  the  terms  of  the  Award Agreement, (ii) full payment of the
aggregate  option  exercise  price  of  the  shares  as  to  which the option is
exercised  has  been  made  and  (iii) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Participant's payment to
the Company of the amount, if any, that the Committee determines to be necessary
for  the  Company  to  withhold  in  accordance with applicable federal or state
income  tax  withholding  requirements.

     (b)  Unless  otherwise  provided in the Award Agreement and as permitted by
applicable  law,  upon  Retirement  or  other  termination  of the Participant's
Continuous  Status as a Participant, other than (a) a termination that is either
(i)  for  Cause,  or (ii) voluntary on the part of a Participant and without the
written  consent  of  the  Company,  a  Parent,  or  any  Subsidiary,  or  (b) a
termination  by  reason of death, the Participant may (unless otherwise provided
in  his Award Agreement) exercise his option at any time within three (3) months
after  such  termination of the Participant's Continuous Status as a Participant
(or within one (1) year after termination of the Participant's Continuous Status
as  a  Participant  due  to permanent and total disability within the meaning of
Code  Section  22(e)(3)),  or  within  such  other  time  as the Committee shall
authorize,  but  in  no  event may the Participant exercise his Option after ten
(10)  years  from  the  Date  of  Grant thereof (or such lesser period as may be
specified  in  the  Award  Agreement),  and  only to the extent of the number of
shares  for  which  his  options  were  exercisable  by  him  at the date of the
termination  of  the  Participant's  Continuous  Status as a Participant. In the
event  of  the  termination  of  the  Continuous  Status  as  a Participant of a
Participant to whom an option has been granted under the Plan that is either (i)
for  Cause  or (ii) voluntary on the part of the Participant and without written
consent,  any  option  held  by him under the Plan, to the extent not previously
exercised,  shall  forthwith  terminate  on  the date of such termination of the
Participant's Continuous Status as a Participant. Options granted under the Plan
shall not be affected by any change of employment so long as the Employee holder
continues  to be an Employee of the Company, a Subsidiary or a Parent. The Award
Agreement  may  contain  such  provisions  as  the  Committee shall approve with
respect  to  the  effect  of  approved  leaves  of  absence.

     (c)  Unless  otherwise  provided in the Award Agreement and as permitted by
applicable  law,  in  the event a Participant to whom an option has been granted
under  the  Plan dies during, or within three (3) months after the Retirement or
other termination of, the Participant's Continuous Status as a Participant, such
option  (unless  it  shall  have  been  previously  terminated  pursuant  to the
provisions  of the Plan or unless otherwise provided in his Award Agreement) may
be exercised (to the extent of the entire number of shares covered by the option
whether  or  not purchasable by the Participant at the date of his death) by the
executor  or  administrator of the optionee's estate or by the person or persons
to  whom  the optionee shall have transferred such option by will or by the laws
of  descent  and distribution, at any time within a period of one (1) year after
his death, but not after the exercise termination date set forth in the relevant
Award  Agreement.

     (d)  If  as  of  the  date  of  termination of the Participant's Continuous
Status  a  Participant  (other  than as a result of the Participant's death) the
Participant is not entitled to exercise his or her entire options, the shares of
Common  Stock covered by the unexercisable portion of the option shall revert to
the  Plan.  If  the Participant (or his or her designee or estate as provided in
Section  9(c)  above)  does  not  exercise  his  or  her options within the time
specified  in  the  Plan  and the Award Agreement, the unexercised options shall
terminate and the shares of Common Stock covered by such options shall revert to
the  Plan.

     10.  TERMS  AND  CONDITIONS  OF  RESTRICTED  STOCK  AWARDS.

     (a)  GENERAL.  The  Committee,  in  its sole discretion, may make Awards of
Restricted Stock to selected Participants, which Awards shall be evidenced by an
Award  Agreement  that contains such terms and conditions, including vesting, as
the  Committee  may  determine.  As a condition to any Award of Restricted Stock
hereunder,  the  Committee  may  require a Participant to pay to the Company the
amount  (such  as  the  par value of such shares) required to be received by the
Company  in  order  to assure compliance with applicable state law. Any Award of
Restricted  Stock  for which such requirement is established shall automatically
expire  if  not purchased in accordance with the Committee's requirements within
sixty  (60)  days  after  the  Date  of  Grant.

          Subject to the terms and conditions of the respective Award Agreement,
the Participant, as the owner of the Common Stock issued as Restricted Stock and
any  Retained  Distributions  with  respect  thereto, shall have the rights of a
stockholder,  including,  but  not  limited  to, voting rights as to such Common
Stock  and the right to receive cash dividends or distributions thereon when, as
and  if  paid.

          Within  the limits set forth in the Plan, an Award of Restricted Stock
may  be  subject  to such vesting requirements as may be fixed by the Committee.
Vesting  may  be  accelerated  by  a  Change  of  Control.  Vesting  may also be
accelerated  upon  death,  permanent  disability  or  Retirement.

          Unless otherwise provided in the Award Agreement, in the event that an
Award  of  Restricted Stock is made to a Participant whose employment or service
is  subsequently  terminated  by  reason  of  death,  permanent  disability  or
Retirement  or  for  such  other  reason  as  the  Committee  may  provide, such
Participant  (or  his  estate  or  beneficiary) will be entitled to receive such
additional  portion  of his Restricted Stock and any Retained Distributions with
respect  thereto  that  the  Participant would have received had the Participant
continued  services  or  remained  in  the employment of the Company, Parent, or
Subsidiary,  as  applicable,  through  the date on which the next portion of the
shares  of non-vested Restricted Stock subject to the Award of Restricted Shares
would  have  vested.

          Unless  otherwise  provided  in  the  Award Agreement, in the event an
award  of Restricted Stock is made to a Participant whose Continuous Status as a
Participant  is subsequently terminated by the Participant for Good Reason or by
the  Company,  Parent or Subsidiary as applicable, other than for Cause, then in
any  such  event,  the  Participant  will be entitled to receive such additional
portion  of his or her shares of Restricted Stock and any Retained Distributions
with  respect  thereto  that  the  Participant  would  have  received  had  the
Participant  remained  in Continuous Status as a Participant through the date on
which the next portion of the shares of unvested Restricted Stock subject to the
Award  of  Restricted  Stock  would  have  vested.

          Unless otherwise provided in the Award Agreement, in the event that an
Award  of Restricted Stock is made to a Participant whose Continuous Status as a
Participant  is  terminated by voluntary resignation or for Cause, then all such
Restricted Stock and any Retained Distributions with respect thereto as to which
the  Restricted  Period still applies shall be forfeited by such Participant and
shall  again  become  available  for  grant  under  the  Plan.

     (b)  TRANSFERABILITY.  Restricted Stock and any Retained Distributions with
respect  thereto  may  not be sold, assigned, transferred, pledged, or otherwise
encumbered  during  the  Restricted  Period,  which  shall  be determined by the
Committee  and  shall  not  be more than two years from the date such Restricted
Stock  was awarded. The Committee may, at any time, reduce the Restricted Period
with  respect  to  any  outstanding  shares of Restricted Stock and any Retained
Distributions  with  respect  thereto  awarded  under  the  Plan.

          Shares  of  Restricted  Stock,  when  issued, will be represented by a
stock  certificate  or certificates registered in the name of the Participant to
whom  such Restricted Stock shall have been granted and shall bear a restrictive
legend  to  the  effect that ownership of such Restricted Stock (and any related
Retained  Distributions) and the enjoyment of all rights appurtenant thereto are
subject  to  the restrictions, terms and conditions provided in the Plan and the
applicable  Award  Agreement.  Each  certificate  shall  be  deposited  by  the
Participant with the Company, together with stock powers or other instruments of
assignment, each endorsed in blank, which will permit transfer to the Company of
all  or  any  portion  of  the  Restricted Stock and any securities constituting
Retained  Distributions  that shall be forfeited or that shall not become vested
in  accordance  with  the  respective  Award  Agreement.  The  certificate  or
certificates  issued for the Restricted Stock may bear such legend or legends as
the  Committee  may,  from  time  to  time,  deem  appropriate  to  reflect  the
restrictions  under  the  Plan  for  such  Restricted  Stock.

     (c)  STOCK  CERTIFICATES;  ADDITIONAL  RESTRICTIONS.  Shares  of Restricted
Stock  shall  constitute  issued  and outstanding shares of Common Stock for all
corporate  purposes. Each Participant will have the right to vote the Restricted
Stock  held  by  such  Participant, to receive and retain all cash dividends and
distributions  thereon and exercise all other rights, powers and privileges of a
holder of Common Stock with respect to such Restricted Stock, with the exception
that:

          (i)   the  Participant  will  not be entitled to delivery of the stock
certificate  or  certificates  representing  such  Restricted  Stock  until  the
Restricted  Period  applicable  to  such  shares  or  portion thereof shall have
expired  and  unless  all  other vesting requirements with respect thereto shall
have  been  fulfilled;

          (ii)  other  than  cash  dividends  and  distributions  and  rights to
purchase  stock  which  might be distributed to stockholders of the Company, the
Company  will  retain custody of all Retained Distributions made, paid, declared
or  otherwise  received  by  the holder thereof with respect to Restricted Stock
(and such Retained Distributions will be subject to the same restrictions, terms
and  conditions  as are applicable to the Restricted Stock with respect to which
they  were  made,  paid or declared) until such time, if ever, as the Restricted
Period  applicable  to  the  shares  with  respect  to  which  such  Retained
Distributions  shall  have  been  made,  paid,  declared  or received shall have
expired,  and  such  Retained  Distributions  shall  not  bear  interest  or  be
segregated  in  separate  accounts;  and

          (iii)  upon  the  breach  of  any  restrictions,  terms  or conditions
provided  in the Plan or the respective Award Agreement or otherwise established
by the Committee with respect to any Restricted Stock or Retained Distributions,
such  Restricted Stock and any related Retained Distributions shall thereupon be
automatically  forfeited.

     (d)  MERGERS  AND OTHER CORPORATE CHANGES. Unless otherwise provided in the
Award  Agreement,  upon  the occurrence of a Change of Control, all restrictions
imposed  on  the  Participant's  Restricted Stock and any Retained Distributions
shall  automatically  terminate  and  lapse  and  the  Restricted  Period  shall
automatically  terminate;.

     11.  ADJUSTMENTS.  The  Committee,  in  its  discretion,  may  make  such
adjustments  in  the  option  price,  the  number  or  kind  of shares and other
appropriate  provisions  covered  by  outstanding  Awards  that  are required to
prevent any dilution or enlargement of the rights of the holders of such options
that  would  otherwise  result  from any reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, issuance of
rights  or  any  other  change  in  the  capital  structure  of the Company. The
Committee,  in  its  discretion, may also make such adjustments in the aggregate
number  and  class  of  shares  that  may  be  the  subject  of Awards which are
appropriate  to  reflect  any  transaction  or  event described in the preceding
sentence.

     12.  AMENDMENT,  SUSPENSION,  AND TERMINATION OF THE PLAN. The Board may at
any time suspend or terminate the Plan or may amend it from time to time in such
respects  as  the  Board  may  deem  advisable  in order that the Awards granted
thereunder  may  conform  to any changes in the law or in any other respect that
the  Board  may  deem  to  be  in  the  best interests of the Company; provided,
however,  that  without  approval  by the stockholders of the Company voting the
proper  percentage  of its voting power, no such amendment shall make any change
in  the  Plan for which stockholder approval is required in order to comply with
(i) Rule 16b-3, as amended, promulgated under the Exchange Act, (ii) the Code or
regulatory  provisions dealing with Incentive Stock Options, (iii) any rules for
listed  companies  promulgated  by  any  national  stock  exchange  on which the
Company's  Common  Stock  is  traded  or  (iv) any other applicable rule or law.
Unless  sooner  terminated  hereunder,  the  Plan shall terminate ten (10) years
after  the  Effective Date. No amendment, suspension, or termination of the Plan
shall,  without  a  Participant's consent, impair or negate any of the rights or
obligations  under  any  Award theretofore granted to such Participant under the
Plan.

     13.  TAX WITHHOLDING. The Company shall have the right to withhold from any
payments  made  under  this  Plan,  or to collect as a condition of payment, any
taxes required by law to be withheld. At any time when a Participant is required
to  pay to the Company an amount required to be withheld under applicable income
tax laws in connection with a distribution of shares of Common Stock pursuant to
this  Plan,  the  Participant may satisfy this obligation in whole or in part by
electing  to  have  the Company withhold from such distribution shares of Common
Stock  having  a value equal to the amount required to be withheld. The value of
the  shares  of  Common  Stock  to be withheld shall be based on the fair market
value, as determined pursuant to Section 8(a) hereof, of the Common Stock on the
date that the amount of tax to be withheld shall be determined (the "Tax Date").
Any  such  election  is  subject to the following restrictions: (i) the election
must be made on or prior to the Tax Date; (ii) the election must be irrevocable;
and  (iii)  the election must be subject to the disapproval of the Committee. To
the  extent  required  to  comply with rules promulgated under Section 16 of the
Exchange  Act,  elections  by  Participants who are subject to Section 16 of the
Exchange  Act  are  subject  to  the  following  additional restrictions: (i) no
election shall be effective for a Tax Date which occurs within six (6) months of
the  grant  of  the Award; and (ii) the election must be made either (a) six (6)
months  or  more prior to the Tax Date or (b) during the period beginning on the
third  business  day  following  the  date  of  release  for publication for the
Company's  quarterly  or  annual  summary  statements  of sales and earnings and
ending  on  the  twelfth  business  day  following  such  date.

     14.  EFFECTIVE  DATE  OF  THE PLAN. This Plan shall become effective on the
date (the "Effective Date") of the last to occur of (i) the adoption of the Plan
by  the Board and (ii) the approval, within twelve (12) months of such adoption,
by  a majority (or such other proportion as may be required by state law) of the
outstanding voting shares of the Company, voted either in person or by proxy, at
a  duly  held  stockholders meeting or by written stockholder consent but in any
event  not  before  the  effectiveness  of  the  Company's  Form 10 Registration
Statement  filed  under  the  Exchange  Act.

     15.  SPECIAL  PROVISIONS  REGARDING  CHANGE  OF  CONTROL.  The Board or the
Committee  may,  from  time  to  time,  make  special provisions for one or more
Participants  respecting  a  possible  Change  of  Control  of  the  Company,  a
Subsidiary,  or Parent, and, to the extent that any such special provisions made
with  the  consent of the affected Employee or Consultant may have the effect of
accelerating  vesting  of  stock  options  granted  under the Plan or removal of
restrictions  on  Restricted  Stock  allotted  under  the  Plan or the effect of
preventing  a termination or dilution of benefits, such special provisions shall
be  controlling  over and shall be deemed to be an amendment of any inconsistent
terms  of  the  applicable  Award  Agreement.

     16.  MISCELLANEOUS  PROVISIONS.

     (a)  If  approved by the Board, the Company or any Parent or Subsidiary may
lend  money  or guarantee loans by third parties to an individual to finance the
exercise  of  any option granted under the Plan to continue to hold Common Stock
thereby  acquired.  No  such loans to finance the exercise of an Incentive Stock
Option  shall  have an interest rate or other terms that would cause any part of
the  principal  amount to be characterized as interest for purposes of the Code.

     (b)  This  Plan  is intended and has been drafted to comply in all respects
with  Rule  16b-3,  as  amended,  under  the Exchange Act ("Rule 16b-3"). If any
provision  of  this  Plan  does  not  comply with Rule 16b-3, this Plan shall be
automatically  amended  to  comply  with  Rule  16b-3.

     (c)  No  person  shall  have any claim or right to be granted an Award, and
the  grant  of an Award shall not be construed as giving a Participant the right
to  continue  in  service  as an Employee or Consultant of or for the Company, a
Parent,  or  any Subsidiary for any period of specific duration. Nothing in this
Plan  shall  interfere  with  or  limit  in  any way the right of the Company, a
Parent,  any Subsidiary to terminate any Participant's service as an Employee or
Consultant  at  any time, with or without cause, nor confer upon any Participant
any  right  to  continue service as an Employee or Consultant for the Company, a
Parent,  or  any  Subsidiary.

     (d)  To  the  extent  that federal laws do not otherwise control, this Plan
shall  be  construed in accordance with and governed by the laws of the State of
Nevada  or  the  property  laws  of  any  particular  state.

     (e)  In  case  any one or more of the provisions of this Plan shall be held
invalid,  illegal  or  unenforceable  in  any  respect  under applicable law and
regulation  (including Rule 16b-3), the validity, legality and enforceability of
the  remaining  provisions  shall not in any way be affected or impaired thereby
and  the  invalid,  illegal or unenforceable provisions shall be deemed null and
void;  however,  to  the extent permissible by law, any provision which could be
deemed  null  and  void  shall  first  be  construed,  interpreted  or  revised
retroactively  to  permit  this  Plan  to  be  construed  in compliance with all
applicable  laws (including Rule 16b-3) so as to foster the intent of this Plan.
Notwithstanding  anything  in  this  Plan to the contrary, the Committee, in its
sole  and  absolute discretion, may bifurcate this Plan so as to restrict, limit
or  condition  the  use  of  any  provision of this Plan to Participants who are
subject  to  Section  16 of the Exchange Act without so restricting, limiting or
conditioning  this  Plan  with  respect  to  other  Participants.

     (f)  None  of  a  Participant's  rights  or interests under the Plan may be
assigned  or transferred in whole or in part, either directly or by operation of
law or otherwise (except pursuant to a qualified domestic relations order or, in
the  event  of  a  Participant's  death,  by  will  or  the  laws of descent and
distribution),  including,  but  not  by  way  of  limitation,  execution, levy,
garnishment,  attachment, pledge, bankruptcy or in any other manner, and no such
right  or  interest  of  any  Participant  in  the  Plan shall be subject to any
obligation  or  liability  of  such  individual.

     (g)  No  Restricted  Stock  or  any  Retained Distributions shall be issued
hereunder  unless  counsel for the Company shall be satisfied that such issuance
will  be in compliance with applicable federal, state, or other securities laws.

     (h)  The  expenses  of  the  Plan  shall  be  borne  by  the  Company.

     (i)  By accepting any Award under the Plan, each Participant or beneficiary
claiming under or through him shall be conclusively deemed to have indicated his
acceptance  ratification  of, and consent to, any action taken under the Plan by
the  Company,  the  Committee  or  the  Board.

     (j)  Awards  granted  under the Plan shall be binding upon the Company, its
successors  and  assigns.

     (k)  The  appropriate  officers  of the Company shall cause to be filed any
reports,  returns, or other information regarding Awards hereunder or any Common
Stock  issued  pursuant  hereto as may be required by Section 13 or 15(d) of the
Exchange  Act,  or  any  other  applicable  statute,  rule  or  regulation.

     (l)  Nothing  contained  in  this Plan shall prevent the Board of Directors
from  adopting  other  or  additional  compensation  arrangements,  subject  to
stockholder  approval  if  such  approval  is  required.