Exhibit 4.1

                             SAVI MEDIA GROUP, INC.
                        2004 STOCK OPTION PLAN AS AMENDED


1.   PURPOSES  OF  THE  PLAN. The purposes of the Plan are to attract and retain
     the  best  available personnel for positions of substantial responsibility,
     to provide additional incentive to Employees and Consultants and to promote
     the  success  of  the  Company's  business through the issuance of options,
     stock  purchase  rights,  other  stock-based  awards,  and  other benefits.
     Options  granted  under  the  Plan  may  be  Incentive  Stock  Options  or
     Nonstatutory Stock Options. Stock purchase rights may also be granted under
     the  Plan.

2.   DEFINITIONS.  As  used  herein,  the  following  definitions  shall  apply:
     a.   "Administrator"  means  the  Board  or any of its Committees appointed
          pursuant  to  Section  4  of  the  Plan  to  administer  the  Plan.
     b.   "Award"  means  any  award or benefit granted to any participant under
          the  Plan,  including, without limitation, the grant of Options, Stock
          Purchase  Rights,  and  other  Stock-based  awards and other benefits.
     c.   "Board"  means  the  Board  of  Directors  of  the  Company.
     d.   "Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.
     e.   "Committee"  means  a Committee appointed by the Board of Directors in
          accordance  with  Section  4  of  the  Plan.
     f.   "Common  Stock"  means  the  Common  Stock  of  the  Company.
     g.   "Company"  means  Savi  Media  Group,  Inc.
     h.   "Consultant"  means  any  person,  including an advisor, who is not an
          Employee  but is engaged by the Company or any Parent or Subsidiary to
          render services and is compensated for such services, and any director
          of  the  Company whether compensated for such services or not provided
          that if and in the event the Company registers any class of any equity
          security  pursuant  to  the  Exchange  Act,  the term Consultant shall
          thereafter  not  include  directors  who are not compensated for their
          services  or  are  paid  only  a  director's  fee  by  the  Company.
     i.   "Disability" means, with respect to an Optionee, that the Optionee has
          any  medically determinable physical or mental impairment which can be
          expected  to result in death or which has lasted or can be expected to
          last  for a continuous period of not less than twelve (12) months, and
          which renders the Optionee unable to engage in any substantial gainful
          activity.  An  Optionee  shall  not be considered to have a Disability
          unless  Optionee furnishes proof of the existence thereof in such form
          and  manner,  and  at such time, as the Administrator may require, and
          the  Administrator  determines in its discretion that the Optionee has
          such  a  medically  determinable  physical  or  mental  impairment.
     j.   "Employee"  means any person who is determined by the Administrator to
          be a common law employee of the Company or any Parent or Subsidiary of
          the  Company.  With respect to any entity for which the Company or any
          Parent  of  Subsidiary  of  the Company is a single owner and which is
          disregarded  as an entity separate from its owner pursuant to Treasury
          Regulations  Section  301.7701-3,  any  person  who  determined by the
          Administrator  to  be  a  common  law employee of that entity shall be
          treated  as  an  Employee.
     k.   "Exchange  Act" means the Securities Exchange Act of 1934, as amended.
     l.   "Fair  Market  Value" means, as of any date, the value of Common Stock
          determined  as  follows:
               i.   If  the  Common  Stock  is  listed  on any established stock
                    exchange  or  a  national  market  system  including without
                    limitation  the  National  Market  System  of  the  National
                    Association  of Securities Dealers, Inc. Automated Quotation
                    ("NASDAQ")  System,  its  Fair  Market  Value  shall  be the
                    closing  sales  price  for  such  stock  on  the  date  of
                    determination  (or  the  closing  bid,  if  no  sales  were
                    reported,  as quoted on such exchange or system for the last
                    market  trading  day  prior to the time of determination) as
                    reported  in The Wall Street Journal or such other source as
                    the  Administrator  deems  reliable;
               ii.  If  the Common Stock is quoted on the NASDAQ System (but not
                    on  the  National Market System thereof) or regularly quoted
                    by a recognized securities dealer but selling prices are not
                    reported,  its  Fair  Market Value shall be the mean between
                    the  high  bid  and low asked prices for the Common Stock on
                    the  date  of  determination  or;
               iii. In  the  absence  of  an  established  market for the Common
                    Stock,  the Fair Market Value thereof shall be determined in
                    good  faith  by  the  Administrator.
     m.   "Incentive  Stock  Option"  means  an  Option  which  is treated as an
          incentive  stock option within the meaning of Section 422 of the Code.
          An  Option shall only be treated as an Incentive Stock Option pursuant
          to  the  Plan  if  it  is  originally designated as an Incentive Stock
          Option  in the Option Agreement. An Option originally designated in an
          Option  Agreement  as  an  Incentive  Stock  Option may nonetheless be
          treated as a Nonstatutory Stock Option if the Option at any time after
          grant  fails  to  meet  to  requirements  for  incentive  stock option
          treatment  under  Section  422  of  the  Code.
     n.   "Nonstatutory  Stock Option" means an Option which is not an Incentive
          Stock  Option.  An  Option which is designated as a Nonstatutory Stock
          Option  in  the  Option  Agreement  pursuant  to  which the Option was
          granted shall in all events be treated as a Nonstatutory Stock Option.
          Furthermore,  an  Option  originally  designated as an Incentive Stock
          Option  may  subsequently  become a Nonstatutory Stock Option upon the
          Option  subsequently  failing  to  meet the requirements for incentive
          stock  option  under  Section  422  of  the  Code.


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     o.   "Officer"  means  a person who is an officer of the Company within the
          meaning  of  Section  16  of  the  Exchange  Act  and  the  rules  and
          regulations  promulgated  thereunder.
     p.   "Option"  means  a  stock  option  granted  pursuant  to  the  Plan.
     q.   "Option  Agreement"  has  the  meaning set forth in Section 18 hereof.
     r.   "Optioned  Stock"  means  the  Common  Stock subject to an Option or a
          Stock  Purchase  Right.
     s.   "Optionee"  means  an Employee or Consultant who receives an Option or
          Stock  Purchase  Right,  other  Stock-based  award,  or other benefit.
     t.   "Parent"  means  a  "parent  corporation,"  whether  now  or hereafter
          existing,  as  defined  in  Section  424(e)  of  the  Code.
     u.   "Plan" means this 2004 Stock Option Plan, as amended from time to time
          in  accordance  with  the  terms  hereof.
     v.   "Restricted  Stock" has the meaning set forth in Section 11(a) hereof.
     w.   "Restricted  Stock  Purchase  Agreement"  has the meaning set forth in
          Section  11(a)  hereof.
     x.   "Share"  means  a share of the Common Stock, as adjusted in accordance
          with  Section  12  below.
     y.   "Stock  Purchase  Right"  means  the  right  to  purchase Common Stock
          pursuant  to  Section  11  below.
     z.   "Stock  Purchase Right Agreement" has the meaning set forth in Section
          18  hereof.
     aa.  "Subsidiary"  means  a  "subsidiary  corporation,"  whether  now  or
          hereafter  existing,  as  defined  in  Section  424(f)  of  the  Code.
     bb.  "Ten Percent Shareholder" means a person who, at the time an Option is
          granted, owns, or is deemed within the meaning of Section 422(b)(6) of
          the  Code  to own, stock possessing more than ten percent (10%) of the
          total combined voting power of all classes of stock of the Company (or
          of  its  Subsidiary or parent (within the meaning of Section 424(e) of
          the  Code)).

3.   STOCK  SUBJECT TO THE PLAN. Subject to adjustment pursuant to Section 12 of
     the  Plan,  and  effective  as  of  November 8, 2004, the maximum aggregate
     number  of  shares  which  may be issued pursuant to the Plan is 25,000,000
     shares of Common Stock. Such number of shares of Common Stock may be issued
     under  this  Plan  pursuant  to Incentive Stock Options, Nonstatutory Stock
     Options,  Stock  Purchase Rights, other Stock-based awards, other benefits,
     or  any  combination  thereof, so long as the aggregate number of shares so
     issued  does  not exceed such number of shares, as adjusted. The shares may
     be  authorized,  but  unissued,  or  reacquired  Common Stock. If an Option
     should  expire  or  become unexercisable for any reason without having been
     exercised in full, the unpurchased Shares which were subject thereto shall,
     unless  the  Plan  shall  have been terminated, become available for future
     grant  under  the  Plan.

4.   ADMINISTRATION  OF  THE  PLAN.
     a.   Initial  Plan  Procedure.  Prior  to  the date, if any, upon which the
          Company  becomes  subject  to  the  Exchange  Act,  the  Plan shall be
          administered  by  the  Board  or  a  committee appointed by the Board.
     b.   Plan  Procedure After the Date, if any, Upon Which the Company Becomes
          Subject  to  the  Exchange  Act.
               i.   Administration  With Respect to Directors and Officers. With
                    respect  to  grants of Options, Stock Purchase Rights, other
                    Stock-based  awards, or other benefits, to Employees who are
                    also officers or directors of the Company, the Plan shall be
                    administered  by  (A)  the Board if the Board may administer
                    the Plan in compliance with Rule 16b-3 promulgated under the
                    Exchange  Act  or  any successor thereto ("Rule 16b-3") with
                    respect  to  a  plan  intended  to  qualify  thereunder as a
                    discretionary  plan,  or  (B)  a committee designated by the
                    Board  to  administer  the  Plan,  which  committee shall be
                    constituted in such a manner as to permit the Plan to comply
                    with  Rule  16b-3 with respect to a plan intended to qualify
                    thereunder  as  a  discretionary  plan. Once appointed, such
                    Committee shall continue to serve in its designated capacity
                    until otherwise directed by the Board. From time to time the
                    Board  may  increase  the  size of the Committee and appoint
                    additional  members thereof, remove members (with or without
                    cause)  and  appoint  new  members in substitution therefor,
                    fill  vacancies,  however  caused, and remove all members of
                    the  Committee  and thereafter directly administer the Plan,
                    all  to the extent permitted by Rule 16b-3 with respect to a
                    plan intended to qualify thereunder as a discretionary plan.
               ii.  Multiple  Administrative Bodies. If permitted by Rule 16b-3,
                    the  Plan  may  be  administered  by  different  bodies with
                    respect  to  directors,  non-director officers and Employees
                    who  are  neither  directors  nor  officers.
               iii. Administration  With  Respect  to  Consultants  and  Other
                    Employees. With respect to grants of Options, Stock Purchase
                    Rights,  other  Stock-based  awards,  or  other benefits, to
                    Employees  or  Consultants  who  are  neither  directors nor
                    officers  of  the Company, the Plan shall be administered by
                    (A)  the  Board  or (B) a committee designated by the Board,
                    which  committee shall be constituted in such a manner as to
                    satisfy  the  legal  requirements  relating  to  the
                    administration  of  incentive stock option plans, if any, of
                    Delaware  corporate and securities laws, of the Code, and of
                    any  applicable stock exchange (the "Applicable Laws"). Once
                    appointed,  such  Committee  shall  continue to serve in its
                    designated  capacity  until otherwise directed by the Board.
                    From  time  to  time  the Board may increase the size of the
                    Committee  and  appoint  additional  members thereof, remove
                    members  (with  or without cause) and appoint new members in
                    substitution  therefor,  fill vacancies, however caused, and
                    remove  all members of the Committee and thereafter directly
                    administer  the  Plan,  all  to  the extent permitted by the
                    Applicable  Laws.
               iv.  Administration  With  Respect  to  Directors  Who  Are  Not
                    Employees. With respect to grants of Options, Stock Purchase
                    Rights,  other  Stock-based  awards,  or  other  benefits to
                    directors  who  are  not  Employees,  the  Plan  shall  be
                    administered  by (A) the Board or (B) a committee designated
                    by  the  Board;  provided  that  any  policy  of the Company
                    concerning  grants  of Options, Stock Purchase Rights, other
                    Stock-based  awards,  or  other  benefits  to  non-Employee
                    directors  as  director  compensation shall be approved by a
                    majority  of  the


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                    members of the Board who are either Employees of the Company
                    or  non-Employee  directors  who  have waived their right to
                    receive  such  compensation.
     c.   Powers of the Administrator. Subject to the provisions of the Plan and
          in the case of a Committee, the specific duties delegated by the Board
          to  such  Committee,  and  subject  to  the  approval  of any relevant
          authorities,  including  the  approval,  if  required,  of  any  stock
          exchange  upon  which  the  Common  Stock is listed, the Administrator
          shall  have  the  authority,  in  its  discretion:
               i.   to  determine  the Fair Market Value of the Common Stock, in
                    accordance  with  Section  2(k)  of  the  Plan;
               ii.  to  select  the  Consultants  and Employees to whom Options,
                    Stock  Purchase  Rights,  other Stock-based awards, or other
                    benefits  may  from  time  to  time  be  granted  hereunder;
               iii. to  determine  whether  and to what extent Options and Stock
                    Purchase  Rights  or  any  combination  thereof  are granted
                    hereunder;
               iv.  to  determine  the  number  of  shares of Common Stock to be
                    covered  by  each  such  award  granted  hereunder;
               v.   to  approve  forms  of  agreement  for  use  under the Plan,
                    including  without  limitation,  Stock  Purchase  Right
                    Agreements,  Restricted Stock Purchase Agreements and Option
                    Agreements,  which  forms  need  not  be  the  same  for any
                    Optionee;
               vi.  to determine the terms and conditions, not inconsistent with
                    the  terms of the Plan, of any Option, Stock Purchase Right,
                    other  Stock-based  awards,  or  other  benefits  granted
                    hereunder, including without limitation establishing vesting
                    schedules  for  the exercise of Options which are based upon
                    the  passage  of  time  performing services for the Company,
                    meeting  specified  performance  criteria  or  any  other
                    standards  as  may  be  determined  appropriate  by  the
                    Administrator;
               vii. to  determine whether and under what circumstances an Option
                    may  be  settled  in  cash  instead  of  Common  Stock;
               viii.  to  reduce  the  exercise  price of any Option to the then
                    current  Fair  Market  Value if the Fair Market Value of the
                    Common  Stock  covered  by  such  Option shall have declined
                    since  the  date  the  Option  was  granted;
               ix.  to  determine the terms and restrictions applicable to Stock
                    Purchase  Rights  and  the  Restricted  Stock  purchased  by
                    exercising  such  Stock  Purchase  Rights;  and
               x.   To  interpret  the  Plan,  establish,  amend and rescind any
                    rules and regulations relating to the Plan, to determine the
                    terms  and provision of any agreements entered into pursuant
                    to  the  Plan, and to make all other determinations that may
                    be  necessary  or  advisable  for  the administration of the
                    Plan.
     d.   Effect  of  Administrator's  Decision.  Whether  explicitly  provided
          elsewhere  in  this  Plan  with  respect to any matter, all decisions,
          determinations  and  interpretations  of the Administrator provided in
          this  Plan  shall  be  made  in  the Administrator's sole and absolute
          discretion,  and  shall  be final and binding on all Optionees and any
          other holders of any Options, Stock Purchase Rights, other Stock-based
          awards,  or  other  benefits.

5.   ELIGIBILITY.
     a.   Nonstatutory Stock Options and Stock Purchase Rights may be granted to
          such  Employees  and  Consultants  as  may  be  selected  by  the
          Administrator.  Incentive  Stock  Options  may  be  granted  to  such
          Employees  as may be selected by the Administrator and may in no event
          be  granted  to someone who, on the date of grant, is not an Employee.
          An  Employee  or  Consultant  who  has been granted an Option or Stock
          Purchase  Right  may,  if  otherwise  eligible,  be granted additional
          Options,  Stock  Purchase  Rights,  other Stock-based awards, or other
          benefits.
     b.   Each  Option  shall be designated in the Option Agreement as either an
          Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding
          such  designations, to the extent that the aggregate Fair Market Value
          (determined  as  of  the date of grant of the Option) of the shares of
          Option  Stock  with  respect  to which Options initially designated as
          Incentive  Stock  Options  are  exercisable  for the first time by any
          Optionee  during  any calendar year (under all plans of the Company or
          any  Parent or Subsidiary) exceeds $100,000, such excess Options shall
          be  treated  as  Nonstatutory  Stock  Options.
     c.   For  purposes  of Section 5(b), Incentive Stock Options shall be taken
          into  account  in  the  order in which they were granted, and the Fair
          Market  Value  of  the  Shares  shall be determined as of the time the
          Option  with  respect  to  such  Shares  is  granted.
     d.   The  Plan shall not confer upon any Optionee any right with respect to
          continuation  of  employment  or  consulting  relationship  with  the
          Company,  nor  shall  it interfere in any way with his or her right or
          the  Company's  right to terminate his or her employment or consulting
          relationship  at  any  time,  with  or  without  cause.
     e.   Non-Uniform  Determinations.  The Administrator's determinations under
          the  Plan  (including without limitation determinations of the persons
          to  receive  awards,  the  form, amount and timing of such awards, the
          terms  and  provisions  of  such  awards and the agreements evidencing
          same)  need  not  be  uniform  and may be made by it selectively among
          persons  who  receive,  or  are  eligible to receive, awards under the
          Plan,  whether  or  not  such  persons  are  similarly  situated.
     f.   Newly  Eligible Employees. The Administrator shall be entitled to make
          such  rules,  regulations,  determinations  and  awards  as  it  deems
          appropriate  in  respect  of  any  Employee  who  becomes  eligible to
          participate  in the Plan or any portion thereof after the commencement
          of  an  award  or  incentive  period.
     g.   Leaves  of  Absence.  The Administrator shall be entitled to make such
          rules,  regulations  and  determinations as it deems appropriate under
          the  Plan in respect of any leave of absence taken by the recipient of
          any  award.  Without  limiting  the  generality  of the foregoing, the
          Administrator  shall  be  entitled to determine (i) whether or not any
          such  leave  of  absence  shall constitute a termination of employment
          within  the  meaning  of  the  Plan  and  (ii)  the  impact,  if


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          any, of any such leave of absence on awards under the Plan theretofore
          made  to  any  recipient  who  takes  such  leave  of  absence.

6.   TERM  OF PLAN. The Plan shall become effective upon the earlier to occur of
     its  adoption by the Board of Directors or its approval by the shareholders
     of the Company as described in Section 19 of the Plan. It shall continue in
     effect  for a term of ten (10) years unless sooner terminated under Section
     15  of  the  Plan.

7.   TERM  OF  OPTION.  The  term of each Option shall be the term stated in the
     Option  Agreement;  provided,  however, that the term shall be no more than
     ten  (10)  years from the date of grant thereof. However, in the case of an
     Incentive Stock Option granted to a Ten Percent Shareholder the term of the
     Option  shall  be  five  (5)  years  from the date of grant thereof or such
     shorter  term  as  may  be  provided  in  the  Option  Agreement.

8.   OPTION  EXERCISE  PRICE  AND  CONSIDERATION.
     a.   The  per  share exercise price for the Shares to be issued pursuant to
          exercise  of  an  Option  shall  be such price as is determined by the
          Administrator;  t  12  provided  however,  that  with  respect  to any
          Incentive  Stock  Option,  the  price  shall  be:
               i.   no  less than 110% of the Fair Market Value per Share on the
                    date  of  grant,  if  granted  to a Ten Percent Shareholder;
               ii.  no  less than 100% of the Fair Market Value per Share on the
                    date  of  grant,  if  granted  to  a person other than a Ten
                    Percent  Shareholder.
     b.   The consideration to be paid for the Shares to be issued upon exercise
          of  an Option, including the method of payment, shall be determined by
          the  Administrator  (and,  in  the  case of an Incentive Stock Option,
          shall  be determined at the time of grant) and may consist entirely of
          (1)  cash,  (2) check, (3) promissory note, (4) other Shares which (x)
          in  the case of Shares acquired upon exercise of an Option either have
          been  owned  by  the  Optionee for more than six months on the date of
          surrender  or  were  not  acquired,  directly  or indirectly, from the
          Company,  and  (y)  have  a Fair Market Value on the date of surrender
          equal  to  the aggregate exercise price of the Shares as to which said
          Option  shall  be  exercised,  (5)  delivery  of  a  properly executed
          exercise  notice  together  with  such  other  documentation  as  the
          Administrator  and  the broker, if applicable, shall require to effect
          an  exercise  of the Option and delivery to the Company of the sale or
          loan  proceeds  required  to  pay  the  exercise  price,  or  (6)  any
          combination  of  the  foregoing  methods  of  payment.  In  making its
          determination  as  to  the  type  of  consideration  to  accept,  the
          Administrator  shall  consider if acceptance of such consideration may
          be  reasonably  expected  to  benefit  the  Company.

9.   EXERCISE  OF  OPTION.
     a.   Procedure  for  Exercise;  Rights as a Shareholder. Any Option granted
          hereunder shall be exercisable at such times and under such conditions
          as  determined  by  the  Administrator, including performance criteria
          with  respect  to  the  Company  and/or  the Optionee, and as shall be
          permissible  under  the  terms  of  the  Plan.
               i.   An  Option  may  not be exercised for a fraction of a Share.
               ii.  An  Option  shall  be  deemed  to  be exercised when written
                    notice  of  such  exercise  has been given to the Company in
                    accordance  with  the  terms  of the Option Agreement by the
                    person  entitled to exercise the Option and full payment for
                    the Shares with respect to which the Option is exercised has
                    been  received  by  the  Company.  Full  payment  may,  as
                    authorized  by  the  Administrator,  consist  of  any
                    consideration  and method of payment allowable under Section
                    8(b)  of  the  Plan. Until the issuance (as evidenced by the
                    appropriate  entry  on the books of the Company or of a duly
                    authorized  transfer  agent  of  the  Company)  of the stock
                    certificate  evidencing  such  Shares,  no  right to vote or
                    receive dividends or any other rights as a shareholder shall
                    exist  with  respect  to the Optioned Stock, notwithstanding
                    the  exercise  of  the  Option.  The Company shall issue (or
                    cause  to  be  issued)  such stock certificate promptly upon
                    exercise  of  the  Option.  No adjustment will be made for a
                    dividend  or  other right for which the record date is prior
                    to  the  date  the  stock  certificate  is issued, except as
                    provided  in  Section  12  of  the  Plan.
               iii. Exercise  of  an  Option  in  any  manner  shall result in a
                    decrease  in  the  number  of Shares which thereafter may be
                    available,  both for purposes of the Plan and for sale under
                    the  Option,  by the number of Shares as to which the Option
                    is  exercised.
     b.   Withholding  Taxes.  Whenever  the  Company proposes or is required to
          issue  or  transfer shares of Common Stock under the Plan, the Company
          shall have the right to require the grantee to remit to the Company an
          amount  sufficient  to  satisfy  any  federal,  state  and/or  local
          withholding  tax requirements prior to the delivery of any certificate
          or  certificates for such shares. Alternatively, the Company may issue
          or  transfer  such  shares of Common Stock net of the number of shares
          sufficient  to  satisfy  the  withholding  tax  requirements.  For
          withholding  tax  purposes, the shares of Common Stock shall be valued
          on  the  date  the  withholding  obligation  is  incurred.
     c.   Termination  or  Lapse  of  Options Issued to Employees. The following
          provisions  of this Section 9(c) and Section 9(e) shall apply to every
          Option  unless  the  Option  Agreement  explicitly specifies that such
          provisions  do  not  apply  to  the  Option  evidenced  by that Option
          Agreement. Any portion of an Option which is not otherwise exercisable
          as  of  the  date  of an Optionee's termination of employment with the
          Company  and  any  Parent  or  Subsidiary  shall  terminate and not be
          exercisable.  Any portion of an Option which was exercisable as of the
          date  of  termination  of  any  such  employment  shall be exercisable
          following  such termination of employment only as hereinafter provided
          in  this  Section  9(c),  subject  to  Section  9(e).


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               i.   Termination  of  Employment;  Generally.  In  the  event  of
                    termination of an Optionee's employment with the Company and
                    any  Parent  or Subsidiary under any situation not described
                    in  paragraphs  2)  or 3) of this Section 9(c), the Optionee
                    may  exercise  any  Option  to  the  extent  the  Option was
                    exercisable  as  of  the  date  of termination of employment
                    until  the  earlier  of  the  date which is three (3) months
                    after  the  date  of  termination  of  employment  or  the
                    expiration the term of the Option as set forth in the Option
                    Agreement,  whereupon  the  Option  shall  terminate  and no
                    longer  be  exercisable.  For  purposes of this paragraph, a
                    transfer  of  employment  relationship  between or among the
                    Company  and/or  a  related  entity  shall  not be deemed to
                    constitute  a  cessation of the employment relationship with
                    the  Company or any of its related entities. For purposes of
                    this  paragraph,  with  respect  to Incentive Stock Options,
                    employment shall be deemed to continue while the Optionee is
                    on  military  leave,  sick leave or other bona fide leave of
                    absence  (as determined by the Administrator). The foregoing
                    notwithstanding,  employment shall not be deemed to continue
                    beyond  the  first  90  days  of  such  leave,  unless  the
                    Optionee's  reemployment rights are guaranteed by statute or
                    by  contract.
               ii.  Disability  of  Optionee.  In the event of termination of an
                    Optionee's  employment  with  the  Company and any Parent or
                    Subsidiary  due to Disability, the Optionee may exercise any
                    Option  to  the  extent the Option was exercisable as of the
                    date  of  termination of employment until the earlier of the
                    date  which  is  twelve  (12)  months  from the date of such
                    termination  or  the expiration of the term of the Option as
                    set  forth  in  the  Option  Agreement, whereupon the Option
                    shall  terminate  and  no  longer  be  exercisable.
               iii. Death  of  Optionee.  In  the  event  of  termination  of an
                    Optionee's  employment  with  the  Company and any Parent or
                    Subsidiary  as  a  result  of  the death of an Optionee, the
                    Option  may  be  exercised  to  the  extent  the  Option was
                    exercisable as of the date of death until the earlier of the
                    date  which  is twelve (12) months from the date of death or
                    the expiration of the term of the Option as set forth in the
                    Option  Agreement,  whereupon the Option shall terminate and
                    no  longer  be  exercisable.
     d.   Termination  of  Options  issued  to  Consultants. The conditions upon
          which  an Option granted to a Consultant will terminate as a result of
          the  Consultants' termination of services to the Company, whether as a
          result  of  death,  disability, voluntary termination, termination for
          cause,  or  nonrenewal  of  any  consulting  agreement,  shall  be  as
          determined  by  the Company and the Consultant at the time of grant of
          the  Option  as  set  forth  in  the  Option  Agreement.
     e.   Termination  of  Options due to Termination for Cause. In the event an
          Optionee  is  terminated  as  an  Employee or Consultant for cause, as
          determined  by  the  Administrator in its sole discretion, or breaches
          any agreement with the Company, before or after termination, including
          any  noncompete  covenant,  confidentiality  agreement,  or employment
          agreement,  then  any  Options  held by the Optionee shall immediately
          terminate.  As  used  herein,  "cause"  shall  mean fraud; dishonesty;
          negligence;  willful misconduct in the performance of a persons duties
          as an Employee or Consultant; commission of a felony; commission of an
          act  of  moral turpitude (e.g. theft, embezzlement and the like) which
          in  the  good  faith determination of the Administrator, is materially
          injurious  to  the Company or any Parent or Subsidiary; inattention to
          or  substandard  performance  of duties; failure to perform a properly
          assigned duty; failure to follow the lawful written policies, rules or
          directives  of the Company or any Parent of Subsidiary which failures,
          in  the  good faith determination of the Administrator, are materially
          injurious  to  the  Company or any Parent or Subsidiary; violating any
          restrictive  covenant  in  favor  of  the  Company  or  any  Parent of
          Subsidiary  or  any  other  material  breach  of  any  employment  or
          consulting  agreement  with  the  Company or any Parent or Subsidiary.
     f.   Rule 16b-3. Options granted to persons subject to Section 16(b) of the
          Exchange  Act  must  comply  with  Rule  16b-3  and shall contain such
          additional  conditions  or  restrictions  as  may be determined by the
          Administrator  to  be  required  thereunder to qualify for the maximum
          exemption  from  Section  16  of the Exchange Act with respect to Plan
          transactions.
     g.   Buyout  Provisions. The Administrator may at any time offer to buy out
          for  a  payment in cash or Shares, an Option previously granted, based
          on  such terms and conditions as the Administrator shall establish and
          communicate  to  the  Optionee  at  the  time that such offer is made.

10.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Options and Stock
     Purchase  Rights  may  not  be  sold,  pledged,  assigned,  hypothecated,
     transferred, or disposed of in any manner other than by will or by the laws
     of descent or distribution and may be exercised, during the lifetime of the
     Optionee,  only  by  the  Optionee.

11.  STOCK  PURCHASE  RIGHTS.
     a.   Rights  to  Purchase.  Stock  Purchase  Rights  may  be  issued to any
          Employee  or  Consultant.  After  the Administrator determines that it
          will  offer  Stock Purchase Rights under the Plan, it shall advise the
          offeree  in  writing of the terms, conditions and restrictions related
          to the offer, including the number of Shares that such person shall be
          entitled  to purchase, the price to be paid, and the time within which
          such  person  must  accept  such offer, which shall in no event exceed
          sixty  (60)  days  from the date upon which the Administrator made the
          determination  to  grant  the Stock Purchase Right. The offer shall be
          accepted  by execution of a restricted stock purchase agreement in the
          form  determined  by  the  Administrator  ("Restricted  Stock Purchase
          Agreement").  Shares  purchased  pursuant  to  the  grant  of  a Stock
          Purchase  Right  shall  be  referred to herein as "Restricted Stock").
     b.   Repurchase  Option. Unless the Administrator determines otherwise, the
          Restricted  Stock  Purchase  Agreement  shall  grant  the  Company  a
          repurchase  option  exercisable  upon  the  voluntary  or  involuntary
          termination  of  the  purchaser's  employment with the Company for any
          reason  (including death or Disability). The purchase price for Shares
          repurchased  pursuant to the Restricted Stock Purchase Agreement shall
          be  the  original  price  paid  by  the  purchaser


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          and  may  be paid by cancellation of any indebtedness of the purchaser
          to  the Company. The repurchase option shall lapse at such rate as the
          Administrator  may  determine.
     c.   Other  Provisions.  The  Restricted  Stock  Purchase  Agreement  shall
          contain  such  other terms, provisions and conditions not inconsistent
          with  the  Plan  as may be determined by the Administrator in its sole
          discretion.  In  addition, the provisions of Restricted Stock Purchase
          Agreements  need  not  be  the  same  with  respect to each purchaser.
     d.   Rights  as  a Shareholder. Once the Stock Purchase Right is exercised,
          the  purchaser  shall  have  the  rights  equivalent  to  those  of  a
          shareholder,  and  shall  be a shareholder when his or her purchase is
          entered  upon the records of the duly authorized transfer agent of the
          Company.  No adjustment will be made for a dividend or other right for
          which the record date is prior to the date the Stock Purchase Right is
          exercised,  except  as  provided  in  Section  12  of  the  Plan.

12.  OTHER  AWARDS.
     a.   Other  Stock-Based Awards. Other awards, valued in whole or in part by
          reference  to,  or otherwise based on, shares of Stock, may be granted
          either  alone  or  in  addition  to  or in conjunction with any awards
          described  in  this  Plan  for such consideration, if any, and in such
          amounts  and  having  such  terms  and  conditions  as  the  Board may
          determine.
     b.   Other  Benefits.  The  Board  shall have the right to provide types of
          benefits  under  the Plan in addition to those specifically listed, if
          the  Board  believe  that such benefits would further the purposes for
          which  the  Plan  was  established.

13.  ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION  OR  CHANGE  IN  CONTROL.
     a.   Changes  in  Capitalization.  If  the  shares of Common Stock shall be
          subdivided  or combined into a greater or smaller number of shares, or
          if  the  Company  shall  issue  any  shares of Common Stock as a stock
          dividend  on  its  outstanding  Common  Stock, the number of shares of
          Option  Stock  deliverable  upon  the  exercise  of an Option or Stock
          Purchase  Right  shall  be  appropriately  increased  or  decreased
          proportionately,  and  appropriate  adjustments  shall  be made in the
          purchase  price  per share to reflect such subdivision, combination or
          stock  dividend,  all  as  determined  by  the  Administrator  in  its
          discretion.  Except  as  expressly provided herein, no issuance by the
          Company  of  shares  of  stock of any class, or securities convertible
          into  shares of stock of any class, shall affect, and no adjustment by
          reason  thereof  shall be made with respect to, the number or price of
          shares  of  Common  Stock  subject to an Option, Stock Purchase Right,
          other Stock-based awards, or other benefits. Upon the happening of any
          of  the  events  described  in this paragraph, the class and aggregate
          number  of  shares  set  forth  in  Section  3  hereof  shall  also be
          appropriately adjusted to reflect such events. The Administrator shall
          determine  the  specific  adjustments to be made under this paragraph.
     b.   Change in Control. In the event of (1) a dissolution or liquidation of
          the Company, (2) a merger or consolidation in which the Company is not
          the surviving corporation (other than a merger or consolidation with a
          wholly-owned  subsidiary,  a  reincorporation  of  the  Company  in  a
          different  jurisdiction,  or  other  transaction  in which there is no
          substantial  change  in  the  stockholders  of  the  Company  or their
          relative  stock  holdings  and the Options granted under this Plan are
          assumed,  converted  or  replaced  by the successor corporation, which
          assumption  will  be  binding on Optionees), (3) a merger in which the
          Company  is the surviving corporation but after which the stockholders
          of  the  Company  immediately  prior  to  such  merger (other than any
          stockholder that merges, or which owns or controls another corporation
          that  merges,  with  the  Company  in  such merger) cease to own their
          shares  or  equity  interests  in  the  Company),  (4)  the  sale  of
          substantially  all  of  the  assets  of  the  Company;  or  (5)  the
          acquisition,  sale,  or  transfer  of more than 50% of the outstanding
          shares  of  the Company by tender offer or similar transaction (any of
          the  foregoing shall be referred to as a "Corporate Transaction"), any
          or  all  outstanding Options, Stock Purchase Rights, other Stock-based
          awards, or other benefits may be assumed, converted or replaced by the
          successor  corporation  (if  any),  which  assumption,  conversion  or
          replacement  will be binding on all Optionees. In the alternative, the
          successor  corporation  may  substitute  equivalent  Options,  Stock
          Purchase Rights other Stock-based awards, or other benefits or provide
          substantially  similar  consideration  to Optionees as was provided to
          stockholders (after taking into account the existing provisions of the
          Options  and  the  Stock Purchase Rights). In the event such successor
          corporation  (if any) refuses to assume or substitute such Options, as
          provided  above, pursuant to a Corporate Transaction described in this
          paragraph,  then any Options, Stock Purchase Rights, other Stock-based
          awards,  or  other  benefits  which  are  not  exercised  prior to the
          consummation  of  the  Corporate  Transaction  shall  terminate  in
          accordance  with  the  provisions  of  this  Plan.  In  the event of a
          Corporate  Transaction,  the  Administrator is authorized, in its sole
          discretion,  but  is  not  obligated, to waive any vesting schedule in
          some  or  all of the Options, Stock Purchase Rights, other Stock-based
          awards,  or  other benefits, such that the vesting of any such Options
          and  Stock  Purchase  Rights be accelerated so that all or part of the
          previously  unvested  portion  of such Options, Stock Purchase Rights,
          other  Stock-based  awards, or other benefits are exercisable prior to
          the  consummation  of  such Corporate Transaction at such times and on
          such  conditions  as  the  Administrator  determines. In addition, the
          Administrator  is  authorized,  but  not  obligated,  at  the time any
          Options,  Stock  Purchase  Rights,  other Stock-based awards, or other
          benefits  is  granted  or  thereafter, to grant Optionees the right to
          receive  a  cash  payment equal to the difference between the exercise
          price of the Options, Stock Purchase Rights, other Stock-based awards,
          or  other benefits and the price per share of the Common Stock paid in
          connection with the Corporate Transaction on such terms and conditions
          that  the  Administrator  may  approve  at  the  time.

14.  TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of grant of an
     Option,  Stock  Purchase Right, other Stock-based awards, or other benefits
     shall,  for  all purposes, be the date on which the Administrator makes the
     determination


<PAGE>
     granting  such  Option  or  Stock  Purchase Right, or such other date as is
     determined by the Administrator. Notice of the determination shall be given
     to  each  Employee  or  Consultant to whom an Option, Stock Purchase Right,
     other  Stock-based  awards,  or  other  benefits  is  so  granted  within a
     reasonable  time  after  the  date  of  such  grant.

15.  AMENDMENT  AND  TERMINATION  OF  THE  PLAN.
     a.   Amendment  and  Termination.  The  Board may at any time amend, alter,
          suspend  or  discontinue  the  Plan,  but  no  amendment,  alteration,
          suspension  or  discontinuation  shall  be made which would impair the
          rights  of  any Optionee under any grant theretofore made, without his
          or  her consent. In addition, to the extent necessary and desirable to
          comply  with  Rule 16b-3 under the Exchange Act or with Section 422 of
          the  Code  (or  any  other applicable law or regulation, including the
          requirements  of  the  NASD  or  an  established  stock exchange), the
          Company  shall  obtain  shareholder  approval of any Plan amendment in
          such  a  manner  and  to  such  a  degree  as  required.
     b.   Effect  of Amendment or Termination. Any such amendment or termination
          of  the  Plan  shall  not affect Options, Stock Purchase Rights, other
          Stock-based awards, or other benefits already granted and such Options
          and  Stock Purchase Rights shall remain in full force and effect as if
          this  Plan  had not been amended or terminated, unless mutually agreed
          otherwise  between the Optionee and the Administrator, which agreement
          must  be  in  writing  and  signed  by  the  Optionee and the Company.

16.  CONDITIONS  UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to
     the  exercise of an Option, Stock Purchase Right, other Stock-based awards,
     or  other  benefits  unless  the  exercise of such Option or Stock Purchase
     Right  and  the issuance and delivery of such Shares pursuant thereto shall
     comply  with all relevant provisions of law, including, without limitation,
     the  Securities  Act  of  1933, as amended, the Exchange Act, the rules and
     regulations  promulgated  thereunder,  and  the  requirements  of any stock
     exchange  upon  which  the  Shares may then be listed, and shall be further
     subject  to  the  approval  of counsel for the Company with respect to such
     compliance.  As  a  condition  to the exercise of an Option, Stock Purchase
     Right,  other Stock-based awards, or other benefits the Company may require
     the  person exercising such Option or Stock Purchase Right to represent and
     warrant  at  the  time  of  any  such  exercise  that  the Shares are being
     purchased  only for investment and without any present intention to sell or
     distribute  such Shares if, in the opinion of counsel for the Company, such
     a  representation  is  required  by  any  of  the  aforementioned  relevant
     provisions  of  law. The Company shall be under no obligation to any person
     receiving  an Award under the Plan to register for offering or resale or to
     qualify  for  exemption under the Securities Act, or to register or qualify
     under  state  securities  laws,  any  shares  of  Common Stock, security or
     interest in a security paid or issued under, or created by, the Plan, or to
     continue  in  effect  any such registrations or qualifications if made. The
     Company  may issue certificates for shares with such legends and subject to
     such restrictions or transfer and stop-transfer instructions as counsel for
     the Company deems necessary or desirable for compliance by the Company with
     federal  and  state  securities  laws.

17.  RESERVATION  OF  SHARES. The Company, during the term of this Plan, will at
     all  times  reserve  and  keep  available such number of Shares as shall be
     sufficient  to  satisfy  the requirements of the Plan. The inability of the
     Company  to  obtain authority from any regulatory body having jurisdiction,
     which  authority  is deemed by the Company's counsel to be necessary to the
     lawful issuance and sale of any Shares hereunder, shall relieve the Company
     of  any liability in respect of the failure to issue or sell such Shares as
     to  which  such  requisite  authority  shall  not  have  been  obtained.

18.  AGREEMENTS.  The  grant of any Option shall be evidenced by the Company and
     the  Optionee  entering into a written agreement (an "Option Agreement") in
     such  form  as the Administrator shall from time to time approve. The grant
     of a Stock Purchase Right shall be evidenced by written agreement (a "Stock
     Purchase  Right Agreement") in such form as the Administrator shall approve
     from  time  to  time.  The  grant  of  any other Stock-based award or other
     benefit  shall be evidenced in such form as the Administrator shall approve
     from  time  to  time.

19.  SHAREHOLDER  APPROVAL. Continuance of the Plan shall be subject to approval
     by  the  shareholders  of  the  Company within twelve (12) months before or
     after  the  date  the  Plan  is adopted. Such shareholder approval shall be
     obtained  in  the  degree  and  manner  required under applicable state and
     federal law and the rules of any stock exchange upon which the Common Stock
     is  listed.

20.  INFORMATION  TO  OPTIONEES AND PURCHASERS. The Company shall make available
     to each Optionee and to each individual who acquired Shares pursuant to the
     Plan, during the period such Optionee or purchaser has one or more Options,
     Stock  Purchase  Rights,  other  Stock-based  awards,  or  other  benefits
     outstanding, and, in the case of an individual who acquired Shares pursuant
     to  the Plan, during the period such individual owns such Shares, copies of
     annual  financial  statements. The Company shall not be required to provide
     such  statements  to  key  employees  whose  duties  in connection with the
     Company  assure  their  access  to  equivalent  information.

21.  CERTAIN  TAX  MATTERS.
     a.   The Administrator may require the holder of any Option, Stock Purchase
          Right,  Option  Stock,  other Stock-based awards, or other benefits to
          remit  to  the  Company,  regardless of when such liability arises, an
          amount  sufficient  to  satisfy  any  Federal,  state  and  local  tax
          withholding  requirements  associated  with  such  Stock  Right.  The
          Administrator  may,  in  its  discretion, permit the holder of a Stock
          Right  to  satisfy  any  such  obligation  by having withheld from the
          shares  (or  where  applicable, cash) to be delivered to the holder of
          upon  exercise  of  an  Option  or


<PAGE>
          Stock  Purchase Right a number of shares (or, where applicable, amount
          of  cash)  sufficient  to  meet  any  such  withholding  requirement.
     b.   If  a  Participant  makes  an election under Section 83(b) of the Code
          with  respect  to  the acquisition of any Option Stock, or disposes of
          Option  Stock  acquired pursuant to the exercise of an Incentive Stock
          Option in a transaction deemed to be a disqualifying disposition under
          Section 421 of the Code, then, within thirty (30) days of such Section
          83(b)  election  or  disqualifying  disposition, the Participant shall
          inform  the  Company  of  such  actions.

22.  MISCELLANEOUS.
     a.   Upon  receipt  of  any  shares  of Common Stock under the Plan, if the
          Company  requires  its  shareholders  to  enter  into  a  shareholders
          agreement at the time of their acquisition of Common Stock, then, as a
          condition  to  the receipt of shares under the Plan, the Administrator
          may  require  the  holder  of  an  Award to execute and deliver to the
          Company  a  shareholders agreement in substantially the form in use at
          the  time of exercise or receipt of shares. This requirement shall not
          apply  if  either: (i) the holder of the Award has previously executed
          and  delivered such shareholder agreement, it is in effect at the time
          the  holder  of  Award  receives  the  shares,  and  the  shareholders
          agreement would cover the shares received under the Plan; or (ii) such
          shareholders  agreement  is  no longer in effect with respect to other
          holders  of  Common  Stock.
     b.   The  Administrator  may,  in  its  discretion,  subject  any  Award to
          repurchase  rights  provisions.  The  terms  and  conditions  of  any
          repurchase rights will be established by the Administrator in its sole
          discretion  and  shall  be set forth in the agreement representing the
          Award.  To  ensure that shares of Common Stock subject to a repurchase
          right  under  this Section 22(b) will be available for repurchase, the
          Administrator  may  require  the  holder  of  an  Award to deposit the
          certificate  or  certificates  evidencing  such  shares  with an agent
          designated  by  the  Administrator  under  the terms and conditions of
          escrow  and  security  agreements  approved  by  the  Administrator.
     c.   The Administrator may, in its discretion, subject any Award consisting
          of  Common  Stock  to right of first refusal provisions. The terms and
          conditions  of  any  right  of  first  refusal  provisions  will  be
          established  by the Administrator in its sole discretion and set forth
          in  the  agreement  representing  the  Award.


<PAGE>