EXHIBIT 10.2


                            2002 STOCK INCENTIVE PLAN

                                       OF

                            INTERLOCK SERVICES, INC.

                  (D/B/A NEW YORK INTERNATIONAL COMMERCE GROUP)



         1. Purposes of the Plan. This stock incentive plan (the "Plan") is
intended to provide an incentive to employees (including directors and officers
who are employees), consultants and non-employee directors of Interlock
Services, Inc. d/b/a New York International Commerce Group (the "Company"), a
Nevada corporation, or any Parent or Subsidiaries (as such terms are defined in
Paragraph 17), and to offer an additional inducement in obtaining the services
of such individuals. The Plan provides for the grant of "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), stock options which do not qualify as ISOs
("NQSOs"), and shares of stock of the Company that may be subject to
contingencies or restrictions ("Restricted Stock"; collectively, with an ISO or
NQSO, each an "Award"). The Company makes no representation or warranty, express
or implied, as to the qualification of any option as an "incentive stock option"
or any other treatment of an Award under the Code.

         2. Stock Subject to the Plan. Subject to the provisions of Paragraph
10, the aggregate number of shares of the Company's common stock, par value
$.001 per share ("Common Stock"), for which Awards may be granted under the Plan
shall not exceed 3,500,000 shares. Such shares of Common Stock may, in the
discretion of the Board of Directors of the Company (the "Board of Directors"),
consist either in whole or in part of authorized but unissued shares of Common
Stock or shares of Common Stock held in the treasury of the Company. Subject to
the termination provisions of Paragraph 11, any shares of Common Stock subject
to an Award which for any reason expires or is forfeited, canceled, or
terminated unexercised or which ceases for any reason to be exercisable, shall
again become available for the granting of Awards under the Plan. The Company
shall at all times during the term of the Plan reserve and keep available such
number of shares of Common Stock as will be sufficient to satisfy the
requirements of the Plan. As further set forth in Section 9 hereof, all Awards
shall be granted by one or more written instruments (the "Contract") which shall
set forth all terms and conditions of the Award.

         3. Administration of the Plan. The Plan will be administered by the
Board of Directors, or by a committee (the "Committee") consisting of two or
more directors appointed by the Board of Directors. Those administering the Plan
shall be referred to herein as the "Administrators." Notwithstanding the
foregoing, if the Company is or becomes a corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to the extent
necessary to preserve any deduction under Section 162(m) of the Code or to
comply with Rule 16b-3 promulgated under the Exchange Act, or any successor rule
("Rule 16b-3"), any Committee appointed by the Board of Directors to administer
the Plan shall be comprised of two or more directors



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each of whom shall be a "non-employee director," within the meaning of Rule
16b-3, and an "outside director," within the meaning of Treasury Regulation
Section 1.162-27(e)(3), and the delegation of powers to the Committee shall be
consistent with applicable laws and regulations (including, without limitation,
applicable state law and Rule 16b-3). Unless otherwise provided in the By-Laws
of the Company, by resolution of the Board of Directors or applicable law, a
majority of the members of the Committee shall constitute a quorum, and the acts
of a majority of the members present at any meeting at which a quorum is
present, and any acts approved in writing by all members without a meeting,
shall be the acts of the Committee.

     Subject to the express provisions of the Plan, the Administrators shall
have the authority, in their sole discretion, to determine each person who shall
be granted an Award; the type of Award to be granted, the times when an Award
shall be granted; whether an option granted to an Award Holder (as such term is
defined in Paragraph 4) shall be an ISO or a NQSO; the type (i.e., voting or
non-voting) and number of shares of Common Stock to be subject to each Award;
the term of each Award; the date each Award shall become exercisable; whether an
Award shall be exercisable in whole or in installments, and, if in installments,
the number of shares of Common Stock to be subject to each installment; whether
the installments shall be cumulative; the date each installment shall become
exercisable and the term of each installment; whether to accelerate the date of
exercise of any Award or installment thereof in the event of the death of the
Award Holder or upon other conditions to be specified by the Administrators in
the applicable Contract or subsequent thereto; whether shares of Common Stock
may be issued upon the exercise of an Award as partly paid, and, if so, the
dates when future installments of the exercise price shall become due and the
amounts of such installments; the exercise price or other amount to be paid in
connection with the exercise of an Award; the form of payment of the exercise
price; subject to Paragraph 7 of the Plan, the fair market value of a share of
Common Stock; the restrictions, if any, imposed with respect to an Award and
whether and under what conditions to waive any such restrictions; whether and
under what conditions to restrict the sale or other disposition of the shares of
Common Stock acquired upon the grant or exercise of an Award and, if so, whether
and under what conditions to waive any such restriction; whether and under what
conditions to subject the grant or exercise of all or any portion of an Award,
the vesting of an Award, or the shares acquired pursuant to the exercise of an
Award to the fulfillment of certain restrictions or contingencies all as
specified in the Contract, including without limitation restrictions or
contingencies relating to (a) entering into a covenant not to compete with the
Company, any Parent (if any) (as such term is defined in Paragraph 17) and any
of its Subsidiaries (as such term is defined in Paragraph 17), (b) financial
objectives for the Company, any of its Subsidiaries, a division, a product line
or other category and/or (c) the period of continued employment with the Company
or any of its Subsidiaries, and to determine whether such restrictions or
contingencies have been met; the amount, if any, necessary to satisfy the
obligation of the Company, any of its Subsidiaries or any Parent to withhold
taxes or other amounts; whether an Award Holder has a Disability (as such term
is defined in Paragraph 17); with the consent of the Award Holder, to cancel or
modify an Award, provided, however, that the modified provision is permitted to
be included in an Award granted under the Plan on the date of the modification;
provided, further, however, that in the case of a modification (within the
meaning of Section 424(h) of the Code) of an ISO, such option as modified would
be permitted to be granted on the date of such


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modification under the terms of the Plan; to construe the respective Contracts
and the Plan; to prescribe, amend and rescind rules and regulations relating to
the Plan; to approve any provision of the Plan or any Award granted under the
Plan or any amendment to either which, under Rule 16b-3 or Section 162(m) of the
Code, requires the approval of the Board of Directors, a committee of
non-employee directors or the stockholders, in order to be exempt under Section
16(b) of the Exchange Act (unless otherwise specifically provided herein) or to
preserve any deduction under Section 162(m) of the Code; and to make all other
determinations necessary or advisable for administering the Plan. Any
controversy or claim arising out of or relating to the Plan, any Award granted
under the Plan or any Contract shall be determined unilaterally by the
Administrators in their sole discretion. The determinations of the
Administrators on matters referred to in this Paragraph 3 shall be conclusive
and binding on all parties. No Administrator or former Administrator shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award granted hereunder.

         4. Eligibility. The Administrators may from time to time, consistent
with the purposes of the Plan, grant Awards to (a) employees (including officers
and directors who are employees) of the Company, any Parent or any of its
Subsidiaries, (b) consultants to the Company, any Parent or any of its
Subsidiaries, and/or (c) to such directors of the Company who, at the time of
grant, are not common law employees of the Company or of any of its
Subsidiaries, as the Administrators may determine in their sole discretion
(each, an "Award Holder"). Such Awards granted shall cover such number of shares
of Common Stock as the Administrators may determine in their sole discretion;
provided, however, that if on the date of grant of an Award, any class of common
stock of the Company (including without limitation the Common Stock) is required
to be registered under Section 12 of the Exchange Act, the maximum number of
shares subject to an Award that may be granted to any Award Holder during any
calendar year under the Plan shall be the maximum allowable number of shares
under Rule 162(m) of the Code (the "Section 162(m) Maximum"); provided, further,
however, that the aggregate market value (determined at the time the option is
granted) of the shares of Common Stock for which any eligible employee may be
granted ISOs under the Plan or any other plan of the Company, or of a Parent or
a Subsidiary of the Company, which are exercisable for the first time by such
employee during any calendar year shall not exceed $100,000. The $100,000 ISO
limitation amount shall be applied by taking ISOs into account in the order in
which they were granted. Any option (or portion thereof) granted in excess of
such ISO limitation amount shall be treated as a NQSO to the extent of such
excess.

         5. Options.
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            (a) Grant. The Administrators may from time to time, in their sole
discretion, consistent with the purposes of the Plan, grant options to one or
more Award Holders.

            (b) Exercise Price. The exercise price of the shares of Common Stock
under each option shall be determined by the Administrators in their sole
discretion; provided, however, that the exercise price of an ISO, or of any
Award intended to satisfy the performance-based compensation exemption to the
deduction limitation under Section 162(m) of the Code, shall not be less than
the fair market value of the Common Stock subject to such option on the date of
grant; and provided, further, however, that if, at the time an ISO is granted,
the Award


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Holder owns (or is deemed to own under Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company, of any of its Subsidiaries or of a Parent, the
exercise price of such ISO shall not be less than one hundred ten percent (110%)
of the fair market value of the Common Stock subject to such ISO on the date of
grant.

            (c) Term. Each option granted pursuant to the Plan shall be for such
term as is established by the Administrators, in their sole discretion, at or
before the time such option is granted; provided, however, that the term of each
option granted pursuant to the Plan shall be for a period not exceeding ten (10)
years from the date of grant thereof, and provided further, that if, at the time
an ISO is granted, the Award Holder owns (or is deemed to own under Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, of any of its
Subsidiaries or of a Parent, the term of the ISO shall be for a period not
exceeding five (5) years from the date of grant. Options shall be subject to
earlier termination as hereinafter provided.

            (d) Termination of Relationship. Except as may otherwise be
expressly provided in the applicable Contract or the Award Holder's written
employment or consulting or termination contract, any Award Holder, whose
employment or consulting or advisory relationship with the Company, any Parent
or any of its Subsidiaries, has terminated for any reason other than the death
or Disability of the Award Holder, may exercise any option granted to the Award
Holder as an employee or consultant, to the extent exercisable on the date of
such termination, at any time within three (3) months after the date of
termination, but not thereafter and in no event after the date the option would
otherwise have expired; provided, however, that if such relationship is
terminated for Cause (as defined in Paragraph 17), such option shall terminate
immediately.

     For the purposes of the Plan, an employment or consulting relationship
shall be deemed to exist between an individual and the Company if, at the time
of the determination, the individual was an employee of the Company, its Parent,
any of its Subsidiaries or any of its consultants for purposes of Section 422(a)
of the Code. As a result, an individual on military leave, sick leave or other
bona fide leave of absence shall continue to be considered an employee or
consultant for purposes of the Plan during such leave if the period of the leave
does not exceed ninety (90) days, or, if longer, so long as the individual's
right to re-employment with the Company, any of its Subsidiaries or a Parent or
consultant is guaranteed either by statute or by contract. If the period of
leave exceeds ninety (90) days and the individual's right to re-employment is
not guaranteed by statute or by contract, the employment or consulting
relationship shall be deemed to have terminated on the ninety-first (91st) day
of such leave.

     Except as may otherwise be expressly provided in the applicable Contract,
an Award Holder whose directorship with the Company has terminated for any
reason other than the Award Holder's death or Disability, may exercise the
options granted to the Award Holder as a director who was not an employee of or
consultant to the Company or any of its Subsidiaries, to the extent exercisable
on the date of such termination, at any time within three (3) months after the
date of termination, but not thereafter and in no event after the date the
option would


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<PAGE>

otherwise have expired; provided, however, that if the Award Holder's
directorship is terminated for Cause, such option shall terminate immediately.

     Except as may otherwise be expressly provided in the applicable Contract,
options granted under this Plan to a director, officer, employee, consultant or
advisor shall not be affected by any change in the status of the Award Holder so
long as such Award Holder continues to be a director of the Company, or an
officer or employee of, or a consultant or advisor to, the Company or any of its
Subsidiaries or a Parent (regardless of having changed from one to the other or
having been transferred from one entity to another).

     Nothing in the Plan or in any option granted under the Plan shall confer on
any person any right to continue in the employ of or as a consultant or advisor
of the Company, its Parent or any of its Subsidiaries, or as a director of the
Company, or interfere in any way with any right of the Company, any Parent or
any of its Subsidiaries to terminate such relationship at any time for any
reason whatsoever without liability to the Company, any Parent or any of its
Subsidiaries.

            (e) Death or Disability of an Award Holder. Except as may otherwise
be expressly provided in the applicable Contract or the Award Holder's written
employment or consulting or termination contract, if an Award Holder dies (a)
while the Award Holder is employed by, or a consultant to, the Company, any
Parent or any of its Subsidiaries, (b) within three (3) months after the
termination of the Award Holder's employment or consulting relationship with the
Company, any Parent and its Subsidiaries (unless such termination was for Cause)
or (c) within one (1) year following the termination of such employment or
consulting relationship by reason of the Award Holder's Disability, the options
granted to the Award Holder as an employee of, or consultant to, the Company or
any Parent or any of its Subsidiaries, may be exercised, to the extent
exercisable on the date of the Award Holder's death, by the Award Holder's Legal
Representative (as such term is defined in Paragraph 17), at any time within one
(1) year after death, but not thereafter and in no event after the date the
option would otherwise have expired. Except as may otherwise be expressly
provided in the applicable Contract or the Award Holder's written employment or
consulting or termination contract, any Award Holder whose employment or
consulting relationship with the Company, any Parent and its Subsidiaries has
terminated by reason of the Award Holder's Disability may exercise such options,
to the extent exercisable upon the effective date of such termination, at any
time within one (1) year after such date, but not thereafter and in no event
after the date the option would otherwise have expired.

     Except as may otherwise be expressly provided in the applicable Contract,
if an Award Holder dies (a) while the Award Holder is a director of the Company,
(b) within three (3) months after the termination of the Award Holder's
directorship with the Company (unless such termination was for Cause) or (c)
within one (1) year after the termination of the Award Holder's directorship by
reason of the Award Holder's Disability, the options granted to the Award Holder
as a director who was not an employee of or consultant to the Company or any
Parent or any of its Subsidiaries, may be exercised, to the extent exercisable
on the date of the Award Holder's death, by the Award Holder's Legal
Representative at any time within one (1) year after death, but not thereafter
and in no event after the date the option would otherwise have expired. Except


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as may otherwise be expressly provided in the applicable Contract, an Award
Holder whose directorship with the Company has terminated by reason of
Disability, may exercise such options, to the extent exercisable on the
effective date of such termination, at any time within one (1) year after such
date, but not thereafter and in no event after the date the option would
otherwise have expired.

         6. Restricted Stock. The Administrators, in their sole discretion, may
from time to time, consistent with the purposes of the Plan, grant shares of
Common Stock to persons eligible for such grant pursuant to Paragraph 4. The
grant may be for no consideration (except the minimum required by Nevada law),
or may require the Award Holder to pay such price per share therefor, if any, as
the Administrators may determine, in their sole discretion. Payment for any
shares so granted may be made in such manner, consistent with Nevada law, as the
Administrators may determine. Such shares may be subject to such contingencies
and restrictions as the Administrators may determine, as set forth in the
Contract, including the right to repurchase such shares upon specified events
determined by the Administrators as set forth in the Contract, or events of
forfeiture as determined by the Administrators as set forth in the Contract.
Such rights of repurchase or forfeiture may be based on such factors as
determined by the Administrators, including but not limited to factors relating
to the tenure of the employment or consulting relationship between the Award
Holder and the Company, performance criteria related to the Award Holder or the
Company, and whether the relationship between the Award Holder and the Company
has terminated with or without Cause or with or without the Company's consent.
Upon the issuance of the stock certificate for a Restricted Stock Award, or in
the case of uncertificated shares, the entry on the books of the Company's
transfer agent representing such shares, notwithstanding any contingencies or
restrictions to which the shares are subject, the Award Holder shall be
considered to be the record owner of the shares, and subject to the
contingencies and restrictions set forth in the Award Agreement, shall have all
rights of a shareholder of record with respect to such shares, including the
right to vote and to receive distributions. The shares shall vest in the Award
Holder when all of the vesting restrictions and contingencies lapse, including
the lapse of any rights of repurchase or forfeiture as provided in the Contract.
Until such time, the Administrators may require that such shares be held by the
Company, together with a stock power duly endorsed in blank by the Award Holder.

         7. Rules of Operation.

            (a) Fair Market Value. The fair market value of a share of Common
Stock on any day shall be (i) if the principal market for the Common Stock is a
national securities exchange, the closing prices per share of the Common Stock
on such day as reported by such exchange or on a consolidated tape reflecting
transactions on such exchange, (ii) if the principal market for the Common Stock
is not a national securities exchange and the Common Stock is quoted on the
Nasdaq Stock Market ("Nasdaq"), and (A) if actual sales price information is
available with respect to the Common Stock, the closing sales prices per share
of the Common Stock on such day on Nasdaq, or (B) if such information is not
available, the closing bid and the asked prices per share for the Common Stock
on such day on Nasdaq, or (iii) if the principal market for the Common Stock is
not a national securities exchange and the Common Stock is not quoted on Nasdaq,
the closing bid and asked prices per share for the Common Stock on such day as
reported on the OTC Bulletin Board Service or by


                                      -6-
<PAGE>

National Quotation Bureau, Incorporated or a comparable service; provided,
however, that if clauses (i), (ii) and (iii) of this Paragraph 7(a) are all
inapplicable because the Company's Common Stock is not publicly traded, or if no
trades have been made or no quotes are available for such day, the fair market
value of a share of Common Stock shall be determined by the Administrators by
any method consistent with any applicable regulations adopted by the Treasury
Department relating to stock options.

            (b) Exercise. An Award (or any installment thereof), to the extent
then exercisable, shall be exercised by giving written notice to the Company at
its principal office stating which Award is being exercised, specifying the
number of shares of Common Stock as to which such Award is being exercised and
accompanied by payment in full of the aggregate exercise price therefor (or the
amount due on exercise if the applicable Contract permits installment payments)
(i) in cash and/or by certified check, (ii) with the authorization of the
Administrators, with previously acquired shares of Common Stock having an
aggregate fair market value, on the date of exercise, equal to the aggregate
exercise price of all Awards being exercised, (iii) with the authorization of
the Administrators, by delivering a full or limited recourse, interest bearing
promissory note payable in one or more installments and secured by the shares of
Common Stock for which the Award is exercised, for any amount of the purchase
price in excess of the minimum required under Nevada law to be paid upon
issuance, or (iv) some combination thereof; provided, however, that in no case
may shares be tendered if such tender would require the Company to incur a
charge against its earnings for financial accounting purposes. The Company shall
not be required to issue any shares of Common Stock pursuant to the exercise of
any Award until all required payments with respect thereto, including payments
for any required withholding amounts, have been made.

     The Administrators may, in their sole discretion, permit payment of the
exercise price of an Award by delivery by the Award Holder of a properly
executed notice, together with a copy of the Award Holder's irrevocable
instructions to a broker acceptable to the Administrators to deliver promptly to
the Company the amount of sale or loan proceeds sufficient to pay such exercise
price. In connection therewith, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.

     In no case may a fraction of a share of Common Stock be purchased or issued
under the Plan.

            (c) Stockholder Rights. An Award Holder shall not have the rights of
a stockholder with respect to such shares of Common Stock to be received upon
the exercise or grant of an Award until the date of issuance of a stock
certificate to the Award Holder for such shares or, in the case of
uncertificated shares, until the date an entry is made on the books of the
Company's transfer agent representing such shares; provided, however, that until
such stock certificate is issued or until such book entry is made, any Award
Holder using previously acquired shares of Common Stock in payment of an option
exercise price shall continue to have the rights of a stockholder with respect
to such previously acquired shares.



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         8. Compliance with Securities Laws. It is a condition to the receipt or
exercise of any Award that either (a) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
shares of Common Stock to be issued upon such grant or exercise shall be
effective and current at the time of such grant or exercise, or (b) there is an
exemption from registration under the Securities Act for the issuance of the
shares of Common Stock upon such grant or exercise. Nothing herein shall be
construed as requiring the Company to register shares subject to any Award under
the Securities Act or to keep any Registration Statement effective or current.

     The Administrators may require, in their sole discretion, as a condition to
the grant or exercise of an Award, that the Award Holder execute and deliver to
the Company the Award Holder's representations and warranties, in form,
substance and scope satisfactory to the Administrators, which the Administrators
determine is necessary or convenient to facilitate the perfection of an
exemption from the registration requirements of the Securities Act, applicable
state securities laws or other legal requirements, including without limitation,
that (a) the shares of Common Stock to be issued upon the receipt or exercise of
an Award are being acquired by the Award Holder for the Award Holder's own
account, for investment only and not with a view to the resale or distribution
thereof, and (b) any subsequent resale or distribution of shares of Common Stock
by such Award Holder will be made only pursuant to (i) a Registration Statement
under the Securities Act which is effective and current with respect to the
shares of Common Stock being sold, or (ii) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption,
the Award Holder, prior to any offer of sale or sale of such shares of Common
Stock, shall provide the Company with a favorable written opinion of counsel
satisfactory to the Company, in form, substance and scope satisfactory to the
Company, as to the applicability of such exemption to the proposed sale or
distribution.

     In addition, if at any time the Administrators shall determine that the
listing or qualification of the shares of Common Stock subject to any Award on
any securities exchange, Nasdaq or under any applicable law, or that the consent
or approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an Award or
the issuance of shares of Common Stock upon exercise of an Award, such Award may
not be granted or exercised in whole or in part, as the case may be, unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Administrators.

         9. Award Contracts. Each Award shall be evidenced by an appropriate
Contract, which shall be duly executed by the Company and the Award Holder. Such
Contract shall contain such terms, provisions and conditions not inconsistent
herewith as may be determined by the Administrators in their sole discretion.
The terms of each Award and Contract need not be identical.

         10. Adjustments upon Changes in Common Stock. Notwithstanding any other
provision of the Plan, in the event of any change in the outstanding Common
Stock by reason of a stock dividend, recapitalization, merger in which the
Company is the surviving corporation, consolidation, spin-off, split-up,
combination or exchange of shares or the like which results in a change in the
number or kind of shares of Common Stock which are outstanding


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immediately prior to such event, the aggregate number and kind of shares subject
to the Plan, the aggregate number and kind of shares subject to each outstanding
Award, the exercise price of each Award, and the maximum number of shares
subject to each Award that may be granted to any employee in any calendar year,
and the Section 162(m) Maximum, shall be appropriately adjusted by the Board of
Directors, whose determination shall be conclusive and binding on all parties.
Such adjustment may provide for the elimination of fractional shares that might
otherwise be subject to options without payment therefor. Notwithstanding the
foregoing, no adjustment shall be made pursuant to this Paragraph 10 if such
adjustment (a) would cause the Plan to fail to comply with Section 422 of the
Code or with Rule 16b-3 of the Exchange Act (if applicable to such Award), and
(b) would be considered as the adoption of a new plan requiring stockholder
approval. The conversion of one or more outstanding shares of the Company's
Preferred Stock into Common Stock shall not in and of itself require any
adjustment under this Paragraph 10.

     Except as may otherwise be expressly provided in an applicable Contract, in
the event of a Corporate Transaction (as defined in Paragraph 17) (i) the shares
subject to each Restricted Stock Award outstanding under the Plan shall vest in
full immediately prior to the effective date of the Corporate Transaction and
(ii) any options shall vest in full at such date so that each such Award shall,
immediately prior to the effective date of the Corporate Transaction, become
fully exercisable for all of the shares of Common Stock at the time subject to
that Award and may be exercised for any or all of those shares as fully-vested
shares of Common Stock and such options shall otherwise terminate as of the
effective date of the Corporate Transaction; provided, however, that the Award
Holder shall be given notice of the Corporate Transaction not less than five (5)
days in advance so he will be given an opportunity to exercise any options prior
to the Corporate Transaction, which exercise may be conditioned upon
consummation of such Corporate Transaction. However, except as may be expressly
provided in an applicable Contract, the shares subject to an outstanding Award
shall not vest on such an accelerated basis if and to the extent that: (a) such
Award is assumed by the successor corporation (or parent thereof) in the
Corporate Transaction and the Company's repurchase rights, if any, are
concurrently assigned to such successor corporation (or parent thereof) or if
the Corporate Transaction is of the type specified in Paragraph 17(c)(i)(C) the
Company expressly agrees to allow the option to continue or (b) such Award is to
be replaced with a cash incentive program of the successor corporation which
preserves the spread existing on the unvested Award shares at the time of the
Corporate Transaction and provides for subsequent payout in accordance with the
same vesting schedule applicable to those unvested Award shares, or (c) the
acceleration of such Award is subject to other limitations imposed by the
Administrators at the time of the Award grant. All outstanding repurchase rights
under a Contract or Stockholder's Agreement shall also terminate automatically,
and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of a Corporate Transaction, except to the
extent that (x) those repurchase rights are assigned to the successor
corporation (or Parent thereof) in connection with such transaction or, if the
Corporate Transaction is of the type specified in Paragraph 17(c)(i)(C) the
Company expressly agrees to provide for the continuation of such repurchase
rights or (y) such accelerated vesting is precluded by other limitations imposed
by the Administrators at the time the repurchase right is issued.



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<PAGE>

     The Administrators shall have the discretionary authority, exercisable at
the time the unvested Award shares are issued or any time while the Company's
repurchase rights with respect to those shares remain outstanding, to provide
that those rights shall automatically terminate on an accelerated basis, and the
shares subject to those terminated rights shall immediately vest, in the event
that the Award Holder's employment should subsequently be terminated by the
Company without Cause within a designated period (not to exceed eighteen (18)
months) following the effective date of any Corporate Transaction in which those
repurchase rights are assigned to the successor corporation (or parent thereof).

         11. Amendments and Termination of the Plan. The Plan was adopted by the
Board of Directors on April 29, 2002. No Award may be granted under the Plan
after April 28, 2012. The Board of Directors, without further approval of the
Company's stockholders, may at any time suspend or terminate the Plan, in whole
or in part, or amend it from time to time in such respects as it may deem
advisable, including without limitation, in order that ISOs granted hereunder
meet the requirements for "incentive stock options" under the Code, or to comply
with the provisions of Rule 16b-3 or Section 162(m) of the Code or any change in
applicable laws or regulations, ruling or interpretation of any governmental
agency or regulatory body; provided, however, that no amendment shall be
effective, without the requisite prior or subsequent stockholder approval, which
would (a) except as contemplated in Paragraph 10, increase the maximum number of
shares of Common Stock for which any Awards may be granted under the Plan or
change the Section 162 Maximum, (b) change the eligibility requirements for
individuals entitled to receive Awards hereunder, or (c) make any change for
which applicable law or any governmental agency or regulatory body requires
stockholder approval. No termination, suspension or amendment of the Plan shall
adversely affect the rights of an Award Holder under any Award granted under the
Plan without such Award Holder's consent. The power of the Administrators to
construe and administer any Award granted under the Plan prior to the
termination or suspension of the Plan shall continue after such termination or
during such suspension.

         12. Non-Transferability. Except as may otherwise be expressly provided
in the applicable Contract, no option granted under the Plan shall be
transferable other than by will or the laws of descent and distribution, and
Awards may be exercised, during the lifetime of the Award Holder, only by the
Award Holder or the Award Holder's Legal Representatives. Except as may
otherwise be expressly provided in the applicable Contract, a Restricted Stock
Award, to the extent not vested, shall not be transferable otherwise than by
will or the laws or descent and distribution. Except to the extent provided
above, Awards may not be assigned, transferred, pledged, hypothecated or
disposed of in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process, and any such attempted
assignment, transfer, pledge, hypothecation or disposition shall be null and
void ab initio and of no force or effect.

         13. Withholding Taxes. The Company, or its Parent or Subsidiary, as
applicable, may withhold (a) cash or (b) with the consent of the Administrators
(in the Contract or otherwise), shares of Common Stock to be issued under an
Award or a combination of cash and shares, having an aggregate fair market equal
to the amount which the Administrators


                                      -10-
<PAGE>

determine is necessary to satisfy the obligation of the Company, a Subsidiary or
Parent to withhold federal, state and local income taxes or other amounts
incurred by reason of the grant, vesting, exercise or disposition of an option
or the disposition of the underlying shares of Common Stock. Alternatively, the
Company may require the Award Holder to pay to the Company such amount, in cash,
promptly upon demand.

         14. Legends; Payment of Expenses; Share Escrow. The Company may endorse
such legend or legends upon the certificates for shares of Common Stock issued
upon the grant or exercise of an Award and may issue such "stop transfer"
instructions to its transfer agent in respect of such shares as it determines,
in its sole discretion, to be necessary or appropriate to (a) prevent a
violation of, or to perfect an exemption from, the registration requirements of
the Securities Act, applicable state securities laws or other legal
requirements, (b) implement the provisions of the Plan or any agreement between
the Company and the Award Holder with respect to such shares of Common Stock, or
(c) permit the Company to determine the occurrence of a "disqualifying
disposition," as described in Section 421(b) of the Code, of the shares of
Common Stock transferred upon the exercise of an ISO granted under the Plan.

     The Company shall pay all issuance taxes with respect to the issuance of
shares of Common Stock upon grant or exercise of an Award, as well as all fees
and expenses incurred by the Company in connection with such issuance.

     Shares of Restricted Common Stock issued upon exercise of an Award may, in
the Administrator's discretion, be held in escrow by the Company until the Award
Holder's interest in such shares vests.

         15. Use of Proceeds. The cash proceeds to be received upon the grant or
exercise of an Award shall be added to the general funds of the Company and used
for such corporate purposes as the Board of Directors may determine, in its sole
discretion.

         16. Substitutions and Assumptions of Awards of Certain Constituent
Corporations. Anything in this Plan to the contrary notwithstanding, the Board
of Directors may, without further approval by the stockholders, substitute new
Awards for prior Awards of a Constituent Corporation (as such term is defined in
Paragraph 17) or assume the prior options or restricted stock of such
Constituent Corporation.

         17. Definitions.

            (a) "Cause," in connection with the termination of an Award Holder,
shall mean (i) "cause," as such term (or any similar term, such as "with cause")
is defined in any employment, consulting or other applicable agreement for
services between the Company and such Award Holder, or (ii) in the absence of
such an agreement, "cause" as such term is defined in the Contract executed by
the Company and such Award Holder, or (iii) in the absence of both of the
foregoing, (A) conviction of such Award Holder for any felony or the entering by
him of a please of guilty or nolo contendere with respect thereto, (B) willful
and repeated failures in any material respect of such Award Holder to perform
any of the Award Holder's reasonable duties and responsibilities assigned to him
and the failure of the Award Holder to cure


                                      -11-
<PAGE>

such failures hereunder within thirty (30) days after written notice thereof
from the Company, (C) the commission of any act or failure to act by such Award
Holder that involves moral turpitude, dishonesty, theft, destruction of
property, fraud, embezzlement or unethical business conduct, or that is
otherwise injurious to the Company, any of its Subsidiaries or any Parent or any
other affiliate of the Company (or its or their respective employees), whether
financially or otherwise, or (D) any material violation by such Award Holder of
the requirements of such Contract, any other contract or agreement between the
Company and such Award Holder or this Plan (as in effect from time to time); in
each case, with respect to subsections (A) through (D), as determined by the
Board of Directors.

            (b) "Constituent Corporation" shall mean any corporation which
engages with the Company, its Parent or any Subsidiary in a transaction to which
Section 424(a) of the Code applies (or would apply if the option assumed or
substituted were an ISO), or any Parent or any Subsidiary of such corporation.

            (c) "Corporate Transaction" shall mean

                (i) any of the following transactions effected with a Person not
an Affiliate of the Company prior to the transaction:

                    (A) a merger or consolidation of the Company with or into
another issuer; (B) the exchange or sale of all or a portion of the outstanding
shares of the Company for securities of another issuer, or other consideration
provided by such issuer or by another party to such transaction; or (C) the
issuance of equity securities of the Company or securities convertible into
equity securities, in exchange for securities of another issuer or other
consideration provided by such issuer or by another party to such transaction;
and in the case of either (A), (B) or (C) the Company's shareholders prior to
the transaction, do not possess, immediately after such transaction, more than
fifty percent (50%) (not including the holdings of the other issuer or affiliate
thereof, if such Person was a shareholder of the Company prior to the
transaction) of the voting power of any one or more of the following: (X) the
Company; (Y) such other issuer; or (Z) such other constituent party to the
transaction; or

                (ii) a sale of all or substantially all of the Company's assets
to a third party not an Affiliate of the Company immediately prior to such
transaction.

            (d) "Disability" shall mean a permanent and total disability within
the meaning of Section 22(e)(3) of the Code.

            (e) "Legal Representative" shall mean the executor, administrator or
other person who at the time is entitled by law to exercise the rights of a
deceased or incapacitated Award Holder with respect to an Award granted under
the Plan.

            (f) "Parent" shall mean a "parent corporation" within the meaning of
Section 424(e) of the Code.



                                      -12-
<PAGE>

            (g) "Subsidiary" shall mean a "subsidiary corporation" within the
meaning of Section 424(f) of the Code.

         18. Governing Law. The Plan, any Awards granted hereunder, the
Contracts and all related matters shall be governed by, and construed in
accordance with, the laws of the State of Nevada, other than those laws which
would defer to the substantive law of the other jurisdiction.

     Neither the Plan nor any Contract shall be construed or interpreted with
any presumption against the Company by reason of the Company causing the Plan or
Contract to be drafted. Whenever from the context it appears appropriate, any
term stated in either the singular or plural shall include the singular and
plural, and any term stated in the masculine, feminine or neuter gender shall
include the masculine, feminine and neuter.

         19. Partial Invalidity. The invalidity, illegality or unenforceability
of any provision in the Plan, any Award or Contract shall not affect the
validity, legality or enforceability of any other provision, all of which shall
be valid, legal and enforceable to the fullest extent permitted by applicable
law.

         20. Stockholder Approval. Issuance of ISOs under the Plan shall be
subject to approval of the Company's stockholders and no such ISOs granted
hereunder may be exercised prior to such approval, provided, however, that the
date of grant of any option shall be determined as if the Plan had not been
subject to such approval. Notwithstanding the foregoing, if the Plan is not
approved by a vote of the stockholders of the Company on or before April 28,
2003, any ISOs granted under the Plan shall terminate. Except as provided in the
immediately preceding sentence, the Plan shall remain in effect with respect to
any Awards other than ISOs regardless of the failure to obtain timely approval
of the Plan by a vote of the stockholders of the Company.


                                      -13-