EXHIBIT 10.5
------------
















                                STOCK OPTION PLAN
                                -----------------












                                      For:
                                      ---




                           GRAVITY SPIN HOLDINGS, INC.
                           ---------------------------








                           Gravity Spin Holdings, Inc.
                           ---------------------------
                         Suite 2206 - 950 Cambie Street
                           Vancouver, British Columbia
                                     V6B 5X6


                                   ----------



<PAGE>






                           GRAVITY SPIN HOLDINGS, INC.
                           ---------------------------



                                STOCK OPTION PLAN
                                -----------------



       This stock  option  plan (the  "Plan") is  adopted  in  consideration  of
services  rendered and to be rendered by key personnel to Gravity Spin Holdings,
Inc., its subsidiaries and affiliates.


1.     Definitions.
       ------------


       The terms used in this Plan shall, unless otherwise indicated or required
by the particular context, have the following meanings:


       Board:               The Board of  Directors  of Gravity  Spin  Holdings,
       -----                Inc.


       Common Stock:        The U.S.  $0.001 par value  common  stock of Gravity
       ------------         Spin Holdings, Inc.


       Company:             Gravity Spin Holdings,  Inc., a company incorporated
       -------              under  the  laws of the  State  of  Nevada,  and any
                            successors in interest by merger,  operation of law,
                            assignment or purchase of all or  substantially  all
                            of the property, assets or business of the Company.


       Date of Grant:       The date on which an  Option  (see  hereinbelow)  is
       -------------        granted under the Plan.


       Fair Market Value:   The Fair  Market  Value of the Option  Shares.  Such
       -----------------    Fair Market Value as of any date shall be reasonably
                            determined by the Board; provided,  however, that if
                            there is a public market for the Common  Stock,  the
                            Fair  Market  Value of the  Option  Shares as of any
                            date  shall not be less than the  closing  price for
                            the Common Stock on the last  trading day  preceding
                            the date of grant;  provided,  further,  that if the
                            Company's  shares are not listed on any exchange the
                            Fair Market  Value of such shares  shall not be less
                            than the  average of the means  between  the bid and
                            asked  prices  quoted  on each  such date by any two
                            independent  persons or entities making a market for
                            the Common  Stock,  such  persons or  entities to be
                            selected by the Board.  Fair  Market  Value shall be




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                                       -2-



                            determined  without regard to any restriction  other
                            than a restriction  which, by its terms,  will never
                            lapse.


       Incentive Stock
       ---------------
       Option:              An  Option as  described  in  Section 9  hereinbelow
       ------               intended to qualify  under section 422 of the United
                            States Internal Revenue Code of 1986, as amended.


       Key Person:          A  person   designated   by  the  Board  upon  whose
       ----------           judgment,  initiative  and  efforts the Company or a
                            Related  Company  may rely,  who shall  include  any
                            Director,  Officer,  employee or  consultant  of the
                            Company. A Key Person may include a corporation that
                            is  wholly-owned  and controlled by a Key Person who
                            is  eligible  for an Option  grant,  but in no other
                            case  may the  Company  grant an  option  to a legal
                            entity other than an individual.


       Option:              The  rights  granted  to a Key  Person  to  purchase
       ------               Common Stock pursuant to the terms and conditions of
                            an Option Agreement (see hereinbelow).


       Option Agreement:    The  written   agreement   (and  any   amendment  or
       ----------------     supplement  thereto)  between  the Company and a Key
                            Person  designating  the terms and  conditions of an
                            Option.


       Option Shares:       The  shares of  Common  Stock  underlying  an Option
       -------------        granted to a Key Person.


       Optionee:            A Key Person who has been granted an Option.
       --------


       Related Company:     Any subsidiary or affiliate of the Company or of any
       ---------------      subsidiary  of the  Company.  The  determination  of
                            whether a corporation is a Related  Company shall be
                            made  without  regard to  whether  the entity or the
                            relationship  between the entity and the Company now
                            exists or comes into existence hereafter.


2.     Purpose and scope.
       ------------------


       (a)    The purpose of the Plan is to advance the interests of the Company
              and  its  stockholders  by  affording  Key  Persons,   upon  whose
              judgment,  initiative  and  efforts  the  Company may rely for the



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                                       -3-



              successful   conduct  of  their   businesses  an  opportunity  for
              investment in the Company and the incentive advantages inherent in
              stock ownership in the Company.


       (b)    This Plan authorizes the Board to grant Options to purchase shares
              of  Common  Stock  to Key  Persons  selected  by the  Board  while
              considering   criteria  such  as  employment   position  or  other
              relationship  with  the  Company,   duties  and  responsibilities,
              ability, productivity,  length of service or association,  morale,
              interest in the Company,  recommendations by supervisors and other
              matters.


3.     Administration of the Plan.
       ---------------------------


       The Plan shall be  administered  by the Board.  The Board  shall have the
authority  granted to it under this section and under each other  section of the
Plan.


       In accordance  with and subject to the  provisions of the Plan, the Board
is hereby authorized to provide for the granting,  vesting,  exercise and method
of exercise of any Options all on such terms (which may vary between Options and
Optionees granted from time to time) as the Board shall determine.  In addition,
and without limiting the generality of the foregoing, the Board shall select the
Optionees  and shall  determine:  (i) the number of shares of Common Stock to be
subject to each Option,  however,  in no event may the maximum  number of shares
reserved for any one individual  exceed 10% of the issued and outstanding  share
capital of the  Company;  (ii) the time at which each  Option is to be  granted;
(iii) the purchase price for the Option Shares;  (iv) the Option period; and (v)
the manner in which the Option becomes  exercisable or terminated.  In addition,
the Board shall fix such other terms of each Option as it may deem  necessary or
desirable. The Board may determine the form of Option Agreement to evidence each
Option.


       The Board  from time to time may adopt  such  rules and  regulations  for
carrying  out the  purposes  of the Plan as it may deem  proper  and in the best
interests  of the Company  subject to the rules and  policies of any exchange or
over-the-counter market which is applicable to the Company.


       The Board may from time to time make such changes in and additions to the
Plan as it may deem  proper,  subject to the prior  approval of any  exchange or
over-the-counter  market which is  applicable  to the  Company,  and in the best
interests of the  Company;  provided,  however,  that no such change or addition
shall impair any Option previously granted under the Plan. If the shares are not
listed on any exchange, then such approval is not necessary.


       Each  determination,  interpretation or other action made or taken by the
Board shall be final,  conclusive and binding on all persons,  including without



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limitation, the Company, the stockholders,  directors, officers and employees of
the Company and the Related  Companies,  and the Optionees and their  respective
successors in interest.


4.     The Common Stock.
       -----------------


       Save and except as may be determined  by the Board at a duly  constituted
meeting of the Board as set forth hereinbelow, the Board is presently authorized
to  appropriate,  grant Options,  issue and sell for the purposes of the Plan, a
total number of shares of the Company's Common Stock not to exceed 3,000,000, or
the  number  and kind of  shares of Common  Stock or other  securities  which in
accordance  with  Section 10 shall be  substituted  for the shares or into which
such shares shall be adjusted. Save and except as may otherwise be determined by
the disinterested approval of the shareholders of the Company at any duly called
meeting  of the  shareholders  of the  Company,  at any duly  constituted  Board
meeting the Board may determine that the total number of shares of the Company's
Common Stock which may be reserved  for  issuance for Options  granted and to be
granted under this Plan,  from time to time,  may be to the maximum extent of up
to 30% of the Company's  issued and  outstanding  Common Stock as at the date of
any such  meeting  of the  Board.  In this  regard,  and  subject  to the  prior
disinterested  approval  of the  shareholders  of the Company at any duly called
meeting of the  shareholders  of the Company,  the total number of shares of the
Company's  Common Stock which may be reserved  for issuance for Options  granted
and to be granted  under  this  Plan,  from time to time,  may be  increased  to
greater than 30% of the Company's issued and outstanding  Common Stock as at the
date of notice of any such meeting of the  shareholders  of the Company  whereat
such disinterested shareholders' approval is sought and obtained by the Company.
All or any unissued  shares  subject to an Option that for any reason expires or
otherwise terminates may again be made subject to Options under the Plan.


5.     Eligibility.
       ------------


       Options will be granted  only to Key  Persons.  Key Persons may hold more
than one Option under the Plan and may hold  Options  under the Plan and options
granted pursuant to other plans or otherwise.


6.     Option Price and number of Option Shares.
       -----------------------------------------


       The Board shall,  at the time an Option is granted  under this Plan,  fix
and determine the exercise price at which Option Shares may be acquired upon the
exercise of such Option;  provided,  however, that any such exercise price shall
not be less than that, from time to time, permitted under the rules and policies
of any exchange or over-the-counter market which is applicable to the Company.


       The number of Option Shares that may be acquired  under an Option granted
to an Optionee  under this Plan shall be  determined by the Board as at the time



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                                       -5-



the Option is granted;  provided,  however,  that the aggregate number of Option
Shares  reserved for issuance to any one Optionee  under this Plan, or any other
plan of the  Company,  shall not  exceed  10% of the total  number of issued and
outstanding Common Stock of the Company.


7.     Duration, vesting and exercise of Options.
       ------------------------------------------


       (a)    The option period shall commence on the Date of Grant and shall be
              up to 10  years  in  length  subject  to the  limitations  in this
              Section 7 and the Option Agreement.


       (b)    During  the   lifetime  of  the   Optionee  the  Option  shall  be
              exercisable  only by the Optionee.  Subject to the  limitations in
              paragraph (a)  hereinabove,  any Option held by an Optionee at the
              time of his death may be exercised  by his estate  within one year
              of his death or such longer period as the Board may determine.


       (c)    The Board may determine  whether an Option shall be exercisable at
              any time during the option  period as provided in paragraph (a) of
              this  Section 7 or whether  the  Option  shall be  exercisable  in
              installments  or by  vesting  only.  If the Board  determines  the
              latter it shall  determine the number of  installments  or vesting
              provisions  and the  percentage of the Option  exercisable at each
              installment or vesting date. In addition, all such installments or
              vesting  shall be  cumulative.  In this regard the Company will be
              subject,  at all times,  to any rules and policies of any exchange
              or over-the-counter  market which is applicable to the Company and
              respecting any such required installment or vesting provisions for
              certain or all Optionees.


       (d)    In the case of an  Optionee  who is a  director  or officer of the
              Company or a Related Company, if, for any reason (other than death
              or removal  by the  Company or a Related  Company),  the  Optionee
              ceases to serve in that  position  for  either  the  Company  or a
              Related Company,  any option held by the Optionee at the time such
              position  ceases or terminates  may, at the sole discretion of the
              Board,  be  exercised  within  up to 90  calendar  days  after the
              effective date that his position ceases or terminates  (subject to
              the  limitations  at paragraph (a)  hereinabove),  but only to the
              extent that the option was  exercisable  according to its terms on
              the date the Optionee's position ceased or terminated.  After such
              90-day period any unexercised portion of an Option shall expire.


       (e)    In the case of an Optionee who is an employee or consultant of the
              Company or a Related Company, if, for any reason (other than death
              or termination for cause by the Company or a Related Company), the
              Optionee  ceases to be employed by either the Company or a Related



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                                       -6-



              Company,  any  option  held  by  the  Optionee  at  the  time  his
              employment ceases or terminates may, at the sole discretion of the
              Board,  be  exercised  within up to 60 calendar  days (or up to 30
              calendar days where the Optionee provided only investor  relations
              services to the Company or a Related  Company) after the effective
              date that his employment ceased or terminated (that being up to 60
              calendar  days (or up to 30  calendar  days)  from the date  that,
              having  previously  provided  to or  received  from the  Company a
              notice of such cessation or  termination,  as the case may be, the
              cessation or  termination  becomes  effective;  and subject to the
              limitations at paragraph (a) hereinabove),  but only to the extent
              that the option was exercisable according to its terms on the date
              the Optionee's employment ceased or terminated.  After such 60-day
              (or  30-day)  period any  unexercised  portion of an Option  shall
              expire.


       (f)    In the case of an Optionee who is an employee or consultant of the
              Company or a Related Company, if the Optionee's  employment by the
              Company  or  a  Related   Company  ceases  due  to  the  Company's
              termination  of  such   Optionee's   employment  for  cause,   any
              unexercised  portion  of any  Option  held by the  Optionee  shall
              immediately expire. For this purpose "cause" shall mean conviction
              of a felony or continued failure, after notice, by the Optionee to
              perform fully and adequately the Optionee's duties.


       (g)    Neither the  selection  of any Key Person as an  Optionee  nor the
              granting of an Option to any Optionee under this Plan shall confer
              upon the  Optionee  any right to continue as a director,  officer,
              employee or consultant of the Company or a Related Company, as the
              case may be, or be construed as a guarantee that the Optionee will
              continue as a director,  officer,  employee or  consultant  of the
              Company or a Related Company, as the case may be.


       (h)    Each Option shall be  exercised in whole or in part by  delivering
              to the office of the  Treasurer of the Company  written  notice of
              the  number of shares  with  respect  to which the Option is to be
              exercised and by paying in full the purchase  price for the Option
              Shares purchased as set forth in Section 8.


8.     Payment for Option Shares.
       --------------------------


       In the case of all Option exercises,  the purchase price shall be paid in
cash or certified funds upon exercise of the Option.




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                                       -7-



9.     Incentive stock Options.
       ------------------------


       (a)    The Board may, from time to time, and subject to the provisions of
              this Plan and such  other  terms and  conditions  as the Board may
              prescribe,  grant to any Key Person who is an employee eligible to
              receive  Options one or more  Incentive  Stock Options to purchase
              the number of shares of Common Stock allotted by the Board.


       (b)    The Option  price per share of Common Stock  deliverable  upon the
              exercise of an  Incentive  Stock  Option shall be no less than the
              Fair Market  Value of a share of Common Stock on the Date of Grant
              of the Incentive Stock Option.


       (c)    The Option term of each Incentive Stock Option shall be determined
              by the  Board  and  shall be set  forth in the  Option  Agreement,
              provided  that the Option term shall  commence no sooner than from
              the Date of Grant and shall  terminate no later than 10 years from
              the  Date  of  Grant  and  shall  be  subject  to  possible  early
              termination as set forth in Section 7 hereinabove.


10.    Changes in Common Stock, adjustments, etc.
       ------------------------------------------


       In the event that each of the  outstanding  shares of Common Stock (other
than shares held by dissenting  stockholders which are not changed or exchanged)
should be changed into, or exchanged  for, a different  number or kind of shares
of stock or other securities of the Company, or, if further changes or exchanges
of any stock or other  securities  into which the Common  Stock  shall have been
changed,  or for which it shall have been  exchanged,  shall be made (whether by
reason  of  merger,  consolidation,   reorganization,   recapitalization,  stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan, the number and kind of shares of stock or other securities into which each
outstanding  share  of  Common  Stock  (other  than  shares  held by  dissenting
stockholders  which are not  changed  or  exchanged)  shall be so changed or for
which  each  outstanding  share of  Common  Stock  (other  than  shares  held by
dissenting  stockholders) shall be so changed or for which each such share shall
be  exchanged.  Any  securities  so  substituted  shall be  subject  to  similar
successive adjustments.


       In the event of any such changes or exchanges,  the Board shall determine
whether,  in order to prevent  dilution or enlargement of rights,  an adjustment
should  be made in the  number,  kind,  or option  price of the  shares or other
securities then subject to an Option or Options granted pursuant to the Plan and
the Board shall make any such adjustment, and such adjustments shall be made and
shall be effective and binding for all purposes of the Plan.




<PAGE>






11.    Relationship of employment.
       ---------------------------


       Nothing  contained in the Plan, or in any Option granted  pursuant to the
Plan, shall confer upon any Optionee any right with respect to employment by the
Company,  or interfere in any way with the right of the Company to terminate the
Optionee's employment or services at any time.


12.    Non-transferability of Option.
       ------------------------------


       No Option granted under the Plan shall be  transferable  by the Optionee,
either  voluntarily or involuntarily,  except by will or the laws of descent and
distribution, and any attempt to do so shall be null and void.


13.    Rights as a stockholder.
       ------------------------


       No person  shall have any  rights as a  stockholder  with  respect to any
share  covered by an Option  until that person shall become the holder of record
of such share and,  except as provided in Section  10, no  adjustments  shall be
made for dividends or other  distributions  or other rights as to which there is
an earlier record date.


14.    Securities laws requirements.
       -----------------------------


       No Option Shares shall be issued unless and until,  in the opinion of the
Company,  any  applicable   registration   requirements  of  the  United  States
Securities  Act of 1933, as amended (the "U.S.  Act"),  any  applicable  listing
requirements of any securities exchange on which stock of the same class is then
listed,  and any other  requirements  of law or of any regulatory  bodies having
jurisdiction  over such issuance and delivery,  have been fully  complied  with.
Each Option and each Option  Share  certificate  may be  imprinted  with legends
reflecting  federal and state securities laws  restrictions and conditions,  and
the Company may comply  therewith and issue "stop transfer"  instructions to its
transfer agent and registrar in good faith without liability.


       In addition, the Company may not, except as otherwise directed by counsel
to the  Company,  register  any Option  Shares for resale  under the U.S. Act or
under any other applicable  securities  legislation when the registration of any
such  Option  Shares  may be  contrary  or  inconsistent  with the intent of any
provisions,  rules or  policies  promulgated  under  the U.S.  Act or any  other
securities legislation applicable to any such Option Shares.




<PAGE>


                                       -9-



15.    Disposition of Option Shares.
       -----------------------------


       Each Optionee, as a condition of exercise,  shall represent,  warrant and
agree, in a form of written certificate approved by the Company, as follows: (i)
that all Option Shares are being acquired  solely for his own account and not on
behalf of any other person or entity; (ii) that no Option Shares will be sold or
otherwise  distributed  in  violation  of the U.S.  Act or any other  applicable
federal or state  securities  laws;  (iii)  that if he is  subject to  reporting
requirements under Section 16(a) of the United States Securities Exchange Act of
1934,  as amended,  he will (a)  furnish the Company  with a copy of each Form 4
filed  by him and (b)  timely  file  all  reports  required  under  the  federal
securities  laws; and (iv) that he will report all sales of Option Shares to the
Company in writing on a form prescribed by the Company.


16.    Effective date of Plan; termination date of Plan.
       -------------------------------------------------


       The Plan shall be deemed  effective as of January 9, 2004. The Plan shall
terminate at midnight on January 9, 2024 except as to Options previously granted
and  outstanding  under the Plan at the time.  No Options shall be granted after
the date on which the Plan  terminates.  The Plan may be abandoned or terminated
at any  earlier  time by the Board,  except  with  respect to any  Options  then
outstanding under the Plan.


17.    Other provisions.
       -----------------


       The following provisions are also in effect under the Plan:


       (a)    the use of a  masculine  gender  in the Plan  shall  also  include
              within its meaning the feminine,  and the singular may include the
              plural,  and the  plural  may  include  the  singular,  unless the
              context clearly indicates to the contrary;


       (b)    any  expenses  of  administering  the  Plan  shall be borne by the
              Company;


       (c)    this Plan  shall be  construed  to be in  addition  to any and all
              other compensation plans or programs.  The adoption of the Plan by
              the Board shall not be construed as creating  any  limitations  on
              the power or authority of the Board to adopt such other additional
              incentive or other compensation arrangements as the Board may deem
              necessary or desirable; and


       (d)    the validity,  construction,  interpretation,  administration  and
              effect  of the  Plan and of its  rules  and  regulations,  and the
              rights  of any and all  personnel  having or  claiming  to have an



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                                      -10-



              interest therein or thereunder shall be governed by and determined
              exclusively and solely in accordance with the laws of Nevada.


       This Plan is dated and made effective on this 9th day of January, 2004.


                      BY ORDER OF THE BOARD OF DIRECTORS OF
                      -------------------------------------
                           GRAVITY SPIN HOLDINGS, INC.
                           ---------------------------
                                      Per:

                                /s/ Graham Taylor
                          -----------------------------

                                  Graham Taylor
                                  -------------
                          President, CEO and a Director


                                   ----------