Exhibit 10.1

                                STOCK OPTION PLAN

                               ACTIVEWORLDS, CORP.

                             2004 STOCK OPTION PLAN


         1. Purpose and Eligibility. This Stock Option Plan (the "Plan") is
intended to advance the interests of Activeworlds Corp. (the "Company"), and its
Related Corporations, as defined below, by enhancing the ability of the Company
to attract and retain qualified employees, consultants, officers and directors
by creating incentives and rewards for their contributions to the success of the
Company. This Plan will provide to: (a) officers and other employees of the
Company and its Related Corporations opportunities to purchase stock in the
Company pursuant to options granted hereunder which qualify as incentive stock
options ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code") and (b) directors, officers, employees and consultants of
the Company and Related Corporations opportunities to purchase stock in the
Company pursuant to options granted hereunder which do not qualify as ISOs
("Non-Qualified Options"). ISOs and Non-Qualified Options are referred to
hereafter as "Options."

                  For purposes of the Plan, the term "Related Corporations"
shall mean a corporation which is a subsidiary corporation with respect to the
Company within the meaning of Section 424(f) of the Code.

                  This Plan is intended to comply in all respects with Rule
16b-3 and its successor rules as promulgated under Section 16(b) of the
Securities Exchange Act of 1934 ("Rule 16b-3") for participants who are subject
to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). To
the extent any provision of the Plan or action by the Plan administrators fails
to so comply, it shall be deemed null and void to the extent permitted by law
and deemed advisable by the Plan administrators. Provided, however, such
exercise of discretion by the Plan administrators shall not interfere with the
contract rights of any participant. In the event that any interpretation or
construction of this Plan is required, it shall be interpreted and construed in
order to insure, to the maximum extent permissible by law, that such participant
does not violate the short-swing profit provisions of Section 16(b) of the
Exchange Act and that any exemption available under Rule 16b-3 is available.

         2. Stock. The stock subject to Options shall be authorized but unissued
shares of common stock (the "Common Stock"), or shares of Common Stock
reacquired by the Company in any manner. The aggregate number of shares of
Common Stock that may be issued pursuant to the Plan is 1,000,000, subject to
adjustment as provided in Section 14. Any such shares may be issued as ISOs or
Non-Qualified Options so long as the number of shares so issued does not exceed
the limitations in this Section. If any Options granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part the unexercised
shares subject to such Options shall again be available for grants of Options
under the Plan. The common stock shall be unregistered unless the Company
voluntarily elects to file a registration statement.
<PAGE>

         3. Administration of the Plan.

                  (a) The Plan may be administered by the entire board of
directors of the Company (the "Board") or by a committee composed solely of two
or more Non-Employee Directors as that term is defined by Rule 16b-3(b)(3) of
the Exchange Act, or the Company shall otherwise act in accordance with the
permissible interpretations of Rule 16b-3 (the "Committee"). Once appointed,
such Committee shall continue to serve until otherwise directed by the Board. A
majority of the members of any such Committee shall constitute a quorum, and all
determinations of the Committee shall be made by the majority of its members
present at a meeting. Any determination of the Committee under the Plan may be
made without notice or meeting of the Committee by a writing signed by all of
the Committee members. Subject to ratification of the grant by the Board (but
only if so required by applicable state law), and subject to the terms of the
Plan, the Committee shall have the authority to (i) determine the employees of
the Company and Related Corporations (from among the class of employees eligible
under Section 3 to receive ISOs) to whom ISOs may be granted, and to determine
(from among the class of individuals and entities eligible under Section 3 to
receive Non-Qualified Options) to whom Non-Qualified Options may be granted;
(ii) determine the time or times at which Options may be granted; (iii)
determine the exercise price of shares subject to each Option which price for
any ISO shall not be less than the minimum price specified in Section 7; (iv)
determine whether each Option granted shall be an ISO or a Non-Qualified Option;
(v) determine (subject to Section 8) the time or times when each Option, except
for non-discretionary Options, shall become exercisable, the duration of the
exercise period and when each Option shall vest; (vi) determine whether
restrictions such as repurchase options are to be imposed on shares subject to
Options and the nature of such restrictions, if any, and (vii) interpret the
Plan and promulgate and rescind rules and regulations relating to it. Such
determination, whether made by the Committee or the Board shall be made in
advance of a grant and may be ratified after the fact only by the Company's
stockholders at or before the next annual meeting of stockholders held
subsequent to the grant. The interpretation and construction by the Committee of
any provisions of the Plan or of any Options granted under it shall be final,
binding and conclusive unless otherwise determined by the Board. The Committee
may from time to time adopt such rules and regulations for carrying out the Plan
as it may deem appropriate.

         No members of the Committee or the Board shall be liable for any action
or determination made in good faith with respect to the Plan or any Options
granted under it. No member of the Committee or the Board shall be liable for
any act or omission of any other member of the Committee or the Board or for any
act or omission on his own part, including but not limited to the exercise of
any power and discretion given to him under the Plan, except those resulting
from his own gross negligence or willful misconduct.

                  (b) The Committee may select one of its members as its
chairman and shall hold meetings at such time and places as it may determine.
All references in this Plan to the Committee shall mean the Board if no
Committee has been appointed. 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 or remove all members of the Committee and thereafter directly
administer the Plan.

                                       2
<PAGE>

                  (c) Options may be granted to members of the Board, whether
such grants are in their capacity as directors, employees or consultants.
Members of the Board who are either (i) eligible for Options pursuant to the
Plan or (ii) have been granted Options may vote on any matters affecting the
administration of the Plan or the grant of any Options pursuant to the Plan.

                  (d) Notwithstanding any other provision of Section 2, any
discretionary grants to a person who is a member of the Board shall be made only
by the Committee. The requirements imposed by this Section 2(d) shall also apply
with respect to grants to officers who are also directors.

                   (e) In addition to such other rights of indemnification as he
may have as a member of the Board, and with respect to administration of the
Plan and the granting of Options under it, each member of the Board and of the
Committee (the "Indemnitee") shall be entitled without further act on the
Indemnitees part to indemnification from the Company for all expenses (including
advances of litigation expenses, the amount of judgment and the amount of
approved settlements made with a view to the curtailment of costs of litigation)
reasonably incurred by the Indemnitee in connection with or arising out of any
action, suit or proceeding, including any appeal thereof, with respect to the
administration of the Plan or the granting of Options under it in which the
Indemnitee may be involved by reason of the Indemnitee being or having been a
member of the Board or the Committee, whether or not the Indemnitee continues to
be such member of the Board or the Committee at the time of the incurring of
such expenses; provided, however, that such indemnity shall not include any
expenses incurred by the Indemnitee (i) in respect of matters as to which the
Indemnitee shall be finally adjudged in such action, suit or proceeding to have
been guilty of or liable for gross negligence or willful misconduct in the
performance of his duties as a member of the Board or the Committee; (ii) in
respect of any matter in which any settlement is effected to an amount in excess
of the amount approved by the Company on the advice of its legal counsel or
(iii) arising from any action in which the Indemnitee asserts a claim against
the Company whether such claim is termed a complaint, counterclaim, crossclaim,
third party complaint or otherwise and, provided further, that no right of
indemnification under the provisions set forth herein shall be available to any
such member of the Board or the Committee unless within 10 days after
institution of any such action, suit or proceeding the Indemnitee shall have
offered the Company in writing the opportunity to handle and defend such action,
suit or proceeding at its own expense. The foregoing right of indemnification
shall inure to the benefit of the heirs, executors or administrators of each
such Indemnitee and shall be in addition to all other rights to which such
Indemnitee would be entitled to as a matter of law, contract or otherwise.
Provided, however, the exception in Section 3 (e) (iii) shall not apply to an
action for indemnification under circumstances where the Company has failed to
provide indemnification to the Indemnitee which indemnification is required by
this Plan.

                                       3
<PAGE>

                  (f) Notwithstanding the indemnification provided for by this
Section 3, the Company's bylaws, or any written agreement, such indemnity shall
not include any expenses, liabilities or losses incurred by such Indemnitees
relating to or arising from any Proceeding in which the Company asserts a direct
claim (as opposed to a stockholders' derivative action) against the Indemnitees,
whether such claim by the Company is termed a complaint, counterclaim,
crossclaim, third-party complaint or otherwise.

         4. Eligible Employees and Others.

                  (a) ISOs may be granted to any employee of the Company or any
Related Corporation. Those officers and directors of the Company who are not
employees may not be granted ISOs under the Plan unless they are employees of
the Company or any Related Corporation. Subject to compliance with Rule 16b-3
and other applicable securities laws, Non-Qualified Options may be granted to
any director (whether or not an employee), officer, employee or consultant of
the Company or any Related Corporation. The Committee may take into
consideration a recipient's individual circumstances in determining whether to
grant an ISO or a Non-Qualified Option. Granting of any Option to any individual
or entity shall neither entitle that individual or entity to, nor disqualify him
from participation in any other grant.

                  (b) All Options shall be exercisable for a period of 10 years
from the date of grant, except where a shorter period is required by the Code
for certain ISOs or where the board or committee selects a shorter period at the
time of any discretionary grant.

         5. Granting of Options.

                  (a) Options may be granted under the Plan at any time on and
after April 29, 2004, provided, however, that no ISO shall be granted more than
10 years after the effective date of this Plan. The date of grant of Options
under the Plan will be the date specified by the Committee at the time it grants
the Options; provided, however, that such date shall not be prior to the date on
which the Committee acts to approve the grant. The Committee shall have the
right, with the consent of the optionee, to convert ISOs granted under the Plan
to Non-Qualified Options pursuant to Section 15.

                  (b) The Board or Committee shall grant Options to participants
that it, in its sole discretion, selects. Options shall be granted on such terms
as the Board or Committee shall determine except that ISOs shall be granted on
terms that comply with the Code and regulations thereunder.

                  (c) Notwithstanding any provision of this Plan, the Board or
the Committee may impose conditions and restrictions on any grant of Options
including forfeiture of vested Options, cancellation of Common Stock acquired
upon exercise of Options and forfeiture of profits from the sale of Common
Stock.

                                       4
<PAGE>

         6. Sale of Shares Acquired Upon Exercise of Options. Any shares of the
Company's Common Stock acquired pursuant to Options granted hereunder as set
forth herein, cannot be sold by any officer, director or other person, subject
to Section 16 of the Exchange Act, until at least six months elapse from the
date of grant of the Options or unless the grant is otherwise exempt under Rule
16b-3 and the Board permits the sale. Nothing in this Section 6 shall be deemed
to reduce the holding period set forth under the applicable securities laws.

         7. ISO Minimum Option Price and Other Limitations.

                  (a) The exercise price per share of all Options granted under
the Plan shall not be less than the fair market value per share of Common Stock
on the date of such grant. For purposes of determining the exercise price grants
of ISOs, the date of the grant shall be the later of (i) the date of approval by
the Committee or the Board or (ii) the date the recipient becomes an employee of
the Company. In the case of ISOs to be granted to an employee owning stock which
represents more than 10 percent of the total combined voting power of all
classes of stock of the Company or any Related Corporation, the price per share
shall not be less than 110 percent of the fair market value per share of Common
Stock on the date of grant and such ISOs shall not be exercisable after the
expiration of five years from the date of grant.

                  (b) In no event shall the aggregate fair market value
(determined at the time any ISOs are granted) of Common Stock for which ISOs
granted to any employee are exercisable for the first time by such employee
during any calendar year (under all stock option plans of the Company and any
Related Corporation) exceed $100,000.

                  (c) If, at the time Options are granted under the Plan, the
Company's Common Stock is publicly traded, "fair market value" shall be
determined as of the last trading day prior to the date such Options are granted
and shall mean:

                           (1) the closing price on the principal market if the
Common Stock is listed on a national securities exchange, the Nasdaq Stock
Market ("Nasdaq") or the National Association of Securities Dealers, Inc.'s
Over-the-Counter Bulletin Board (the "Bulletin Board");

                           (2) if the Company's shares are not listed on a
national securities exchange, Nasdaq or the Bulletin Board, then the closing
price if reported or the average bid and asked price for the Company's shares as
listed in the National Quotation Bureau's "pink sheets";

                           (3) if there are prices available under Section
7(c)(2), then fair market value shall be based upon the average closing bid and
asked price as determined following a polling of all dealers making a market in
the Company's Common Stock; or


                                       5
<PAGE>

                           (4) if there are no listed bid and asked prices
published in the pink sheets, then the fair market value shall be based upon the
average closing bid and asked price as determined following a polling of all
dealers making a market in the Company's Common Stock.

         8. Duration of Options. Subject to earlier termination as provided in
Sections 5, 9 and 10, all Options shall expire on the date specified in the
original grant of such Options (except with respect to any ISOs that are
converted into Non-Qualified Options pursuant to Section 17) provided, however,
that such grant must comply with Section 422 of the Code with regard to ISOs and
Rule 16b-3 with regard to all Options granted pursuant to this Plan to officers,
directors and 10% stockholders of the Company. For the purpose of this Plan, the
term "officer" shall have the same meaning as defined in Rule 16a-1(f)
promulgated under the Exchange Act.

         9. Exercise of Options. Subject to the provisions of Sections 4(b) and
9 through 13, all Options granted under the Plan shall be exercisable as
follows:

                  (a) The Options shall either be fully vested and exercisable
from the date of grant or shall become vested and exercisable in such
installments as the Committee may specify.

                  (b) Once an installment becomes exercisable, it shall remain
exercisable until expiration or termination of the Options, unless otherwise
specified by the Committee.

                  (c) All Options, once exercisable and vested, may be exercised
at any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which they are then exercisable.

                  (d) The Committee shall have the right to accelerate the
vesting date to allow exercise of any installment of any Options; provided that
the Committee shall not accelerate the vesting and exercisability date of any
installment of any Options granted to any employee as an ISO (and not previously
converted into Non-Qualified Options pursuant to Section 17) if such
acceleration would violate the annual vesting limitation contained in Section
422 of the Code as described in Section 6(b).

                  (e) The vesting date of all Options shall accelerate in the
event of any of the following: (i) the Company is to merge or consolidate with
or into any other corporation or entity except a transaction where the Company
is the surviving corporation or a change of domicile merger or similar
transaction exempt from registration under the Securities Act of 1933, (ii) the
sale of all or substantially all of the Company's assets, (iii) the sale of at
least 90% of the outstanding Common Stock of the Company to a third party
(subsections (i), (ii) and (iii) collectively referred to as an "Acquisition");
or (iv) the Company is dissolved. Upon a minimum of 20 days prior written notice
to the optionees, the exercisability of such Options shall commence two business
days prior to the earlier of (A) the scheduled closing of an Acquisition or
proposed dissolution or (B) the actual closing of an Acquisition or proposed
dissolution.

                                       6
<PAGE>

         10. Termination of Employment. Subject to any greater restrictions or
limitations as may be imposed by the Committee upon the granting of any ISOs, if
an ISO optionee ceases to be employed by the Company and all Related
Corporations other than by reason of death or disability as defined in Section
11, no further installments of such ISOs shall become exercisable, and such ISOs
shall terminate on the day three months after the day of the termination of
employment, but in no event later than on their specified expiration dates,
except to the extent that such ISOs (or unexercised installments thereof) have
been converted into Non-Qualified Options pursuant to Section 17. Employment
shall be considered as continuing uninterrupted during any bona fide leave of
absence (such as those attributable to illness, military obligations or
governmental service) provided that the period of such leave does not exceed
three months or, if longer, any period during which such optionee's right to
re-employment is guaranteed by statute. A leave of absence with the written
approval of the Company's Board shall not be considered an interruption of
employment under the Plan, provided that such written approval contractually
obligates the Company or any Related Corporation to continue the employment of
the optionee after the approved period of absence. ISOs granted under the Plan
shall not be affected by any change of employment within or among the Company
and Related Corporations so long as the optionee continues to be an employee of
the Company or any Related Corporation.

         11. Death; Disability. Subject to any greater restrictions or
limitations as may be imposed by the Committee upon the granting of any ISOs:

                  (a) If an ISO optionee ceases to be employed by the Company
and all Related Corporations by reason of death, such person's ISOs may be
exercised to the extent of the number of shares with respect to which he could
have exercised it on the date of his death, by his estate, personal
representative or beneficiary who has acquired the ISO by will or by the laws of
descent and distribution, at any time prior to the earlier of the ISO's
specified expiration date or three months from the date of the optionee's death.

                  (b) If an ISO optionee ceases to be employed by the Company
and all Related Corporations by reason of his disability, he shall have the
right to exercise any ISOs held by him on the date of termination of employment
until the earlier of (i) the ISOs' specified expiration date or (ii) one year
from the date of the termination of the optionee's employment. For the purposes
of the Plan, the term "disability" shall mean "permanent and total disability"
as defined in Section 22(e)(3) of the Code, as amended, or successor statute.

         12. Assignment, Transfer or Sale.

                  (a) No ISOs and no Options granted to an employee who is an
officer, director or beneficial owner of 10% or more of the Company's Common
Stock ("10% Owner") shall be assignable or transferable by the grantee except as
provided below or by will or by the laws of descent and distribution, and during
the lifetime of the grantee, each Option shall be exercisable only by him, his
guardian or legal representative. The shares underlying the ISOs cannot be
assigned, transferred or sold until at least two years from the date of the
granting of the ISOs and one year after the transfer of such shares to the
optionee.

                                       7
<PAGE>

                  (b) No ISOs shall be assignable or transferable by the
grantee.

                  (c) Provided however, any officer, director or 10% Owner may
transfer Non-Qualified Options to members of his or her immediate family (i.e.
children, grandchildren or spouse), to trusts for the immediate benefit of such
family members and to partnerships in which such family members are the only
partners, upon approval of the Committee so long as no consideration is received
for the transfer.

                  (d) Notwithstanding the terms of this Section 12, subject to
approval by the Committee, any executive officer, director or 10% Owner may
transfer Non-Qualified Options, granted under circumstances where the exemption
provided by Rule 16b-3 promulgated under the Exchange Act is not applicable, to
a spouse or former spouse if such transfer is made in connection with a divorce
proceeding and the specific terms of the transfer are incorporated into a final
divorce decree. The shares of Common Stock underlying such Options may not be
sold prior to the entry of the divorce decree.

         13. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in Sections 7 through 12 hereof and may contain such other
provisions as the Committee deems advisable which are not inconsistent with the
Plan, including restrictions applicable to shares of Common Stock issuable upon
exercise of Options and forfeiture provisions. In granting any Non-Qualified
Options, the Committee may specify that such Non-Qualified Options shall be
subject to the restrictions set forth herein with respect to ISOs, or to such
other termination and cancellation provisions as the Committee may determine.
The Committee may from time to time confer authority and responsibility on one
or more of its own members and/or one or more officers of the Company to execute
and deliver such instruments. The proper officers of the Company are authorized
and directed to take any and all action necessary or advisable from time to time
to carry out the terms of such instruments.

         14. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to him hereunder shall be
adjusted as hereinafter provided unless otherwise specifically provided in the
written agreement between the optionee and the Company relating to such Options:

                  (a) 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 its Common Stock as a stock dividend on its outstanding
Common Stock, the number of shares of Common Stock deliverable upon the exercise
of Options 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.

                                       8
<PAGE>

                  (b) If the Company is to be consolidated with or acquired by
another entity pursuant to an Acquisition, the Committee or the board of
directors of any entity assuming the obligations of the Company hereunder (the
"Successor Board") shall, as to outstanding Options not exercised pursuant to
Section 10, either (i) make appropriate provision for the continuation of such
Options by substituting on an equitable basis for the shares then subject to
such Options the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition; or (ii) terminate all Options
in exchange for a cash payment equal to the excess of the fair market value of
the shares subject to such Options over the exercise price thereof.

                  (c) In the event of a recapitalization or reorganization of
the Company (other than a transaction described in Section 14(b) above) pursuant
to which securities of the Company or of another corporation are issued with
respect to the outstanding shares of Common Stock, an optionee upon exercising
Options shall be entitled to receive for the purchase price paid upon such
exercise the securities he would have received if he had exercised his Options
prior to such recapitalization or reorganization.

                  (d) Notwithstanding the foregoing, any adjustments made
pursuant to Section 14(a), (b) or (c) with respect to ISOs shall be made only
after the Committee, after consulting with counsel for the Company, determines
whether such adjustments would constitute a "modification" of such ISOs (as that
term is defined in Section 424(h) of the Code) or would cause any adverse tax
consequences for the holders of such ISOs. If the Committee determines that such
adjustments made with respect to ISOs would constitute a modification of such
ISOs it may refrain from making such adjustments.

                  (e) Except as expressly provided herein, no issuance by the
Company of shares of Common Stock of any class or securities convertible into
shares of Common Stock of any class shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares subject to
Options. No adjustments shall be made for dividends or other distributions paid
in cash or in property other than securities of the Company.

                  (f) No fractional shares shall be issued under the Plan and
the optionees shall receive from the Company cash in lieu of such fractional
shares.

                  (g) Upon the happening of any of the foregoing events
described in Section 14(a), (b) or (c) above, the class and aggregate number of
shares set forth in Section 14 hereof that are subject to Options which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described therein. The Committee or
the Successor Board shall determine the specific adjustments to be made under
this Section 14 and, subject to Section 3, its determination shall be
conclusive. If any person or entity owning restricted Common Stock obtained by
exercise of Options made hereunder receives securities or cash in connection
with a corporate transaction described in Section 14(a), (b) or (c) above as a
result of owning such restricted Common Stock, such securities or cash shall be
subject to all of the conditions and restrictions applicable to the restricted
Common Stock with respect to which such securities or cash were issued, unless
otherwise determined by the Committee or the Successor Board.


                                       9
<PAGE>

         15. Means of Exercising Options.

                  (a) An Option (or any part or installment thereof) shall be
exercised by giving written notice to the Company at its principal office
address. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase or exercise price therefor either (i) in United States
dollars in cash or by check; (ii) at the discretion of the Committee, through
delivery of shares of Common Stock having a fair market value equal as of the
date of the exercise to the cash exercise price of the Option; (iii) at the
discretion of the Committee, by delivery of the grantee's personal recourse note
bearing interest payable not less than annually at no less than 100% of the
lowest applicable federal rate, as defined in Section 1274(d) of the Code; (iv)
at the discretion of the Committee, by delivery of a letter from the grantee to
his broker and the Company directing his broker to send all proceeds of the sale
of his securities to the Company so the Company can deduct the exercise price
and withholding taxes prior to disbursement of the remaining proceeds to
grantee; or (v) at the discretion of the Committee, by any combination of (i),
(ii), (iii) and (iv) above. If the Committee exercises its discretion to permit
payment of the exercise price of an ISO by means of the methods set forth in
clauses (ii), (iii), (iv) or (v) of the preceding sentence, such discretion
shall be exercised in writing anytime prior to exercise of the ISO in question.
The holder of an Option shall not have the rights of a stockholder with respect
to the shares covered by his Option until the date of issuance of a stock
certificate to him for such shares. Except as expressly provided above in
Section 14 with respect to changes in capitalization and stock dividends, no
adjustment shall be made for dividends or similar rights for which the record
date is before the date such stock certificate is issued.

                  (b) Each notice of exercise shall, unless the Common Stock
underlying the Options (the "Option Shares") are covered by a then current
registration statement under the Securities Act of 1933, as amended (the "Act"),
contain the optionee's acknowledgment in form and substance satisfactory to the
Company that (i) such Option Shares are being purchased for investment and not
for distribution or resale (other than a distribution or resale which, in the
opinion of counsel to the Company, may be made without violating the
registration provisions of the Act), (ii) the optionee has been advised and
understands that (1) the Option Shares have not been registered under the Act
and are "restricted securities" within the meaning of Rule 144 under the Act and
are subject to restrictions on transfer, and (2) the Company is under no
obligation to register the Option Shares under the Act or to take any action
which would make available to the optionee any exemption from such registration,
and (iii) such Option Shares may not be transferred without compliance with all
applicable federal and state securities laws. Notwithstanding the above, should
the Company be advised by counsel that issuance of Option Shares should be
delayed pending registration under federal or state securities laws or the
receipt of an opinion that an appropriate exemption therefrom is available, the
Company may defer exercise of any Options granted hereunder until either such
event has occurred.

                                       10
<PAGE>

         16. Term and Amendment of Plan. This Plan was adopted by the Board on
April 29, 2004. This Plan shall have no expiration date, provided however that
no ISOs shall be granted unless stockholder approval is obtained within one
year, and, if so approved, more than 10 years after April 29, 2004. The Board
may terminate or amend the Plan in any respect at any time. If stockholder
approval is required by any national securities exchange or Nasdaq, such
approval must be obtained in accordance with the appropriate rules requiring
approval which may include: (a) increase of the total number of shares that may
be issued under the Plan (except by adjustment pursuant to Section 14); and (b)
modification of the provisions of Section 3 regarding eligibility for grants of
ISOs. Except as provided herein or as specified in the original instrument
granting such Options, no action of the Board or stockholders may alter or
impair the rights of a grantee, without his consent, under any Options
previously granted to him.

         17. Conversion of ISOs into Non-Qualified Options; Termination of ISOs.
The Committee, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's ISOs (or any
installments or portions of installments thereof) that have not been exercised
on the date of conversion into Non-Qualified Options at any time prior to the
expiration of such ISOs, regardless of whether the optionee is an employee of
the Company or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such Options. At
the time of such conversion, the Committee (with the consent of the optionee)
may impose such conditions on the exercise of the resulting Non-Qualified
Options as the Committee in its discretion may determine, provided that such
conditions shall not be inconsistent with this Plan. Nothing in the Plan shall
be deemed to give any optionee the right to have such optionee's ISOs converted
into Non-Qualified Options, and no such conversion shall occur until and unless
the Committee takes appropriate action. The Committee, with the consent of the
optionee, may also terminate any portion of any ISOs that have not been
exercised at the time of such termination.

         18. Application of Funds. The proceeds received by the Company from the
exercise of Options granted under the Plan shall be used for general corporate
purposes.

         19. Governmental Regulations. The Company's obligation to sell and
deliver shares of Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares.

         20. Withholding of Additional Income Taxes. Upon the exercise of
Non-Qualified Options or the making of a Disqualifying Disposition (as defined
in Section 21) the Company, in accordance with Section 3402(a) of the Code may
require the optionee to pay additional withholding taxes in respect of the
amount that is considered compensation includable in such person's gross income.
The Committee in its discretion may condition the exercise of Options on the
payment of such withholding taxes.

                                       11
<PAGE>

                  To the extent that the Company is required to withhold taxes
for federal income tax purposes in connection with the exercise of any Options,
the Company shall have the discretion to determine if any optionee may elect to
satisfy such withholding requirement by (i) paying the amount of the required
withholding tax to the Company; (ii) delivering to the Company shares of its
Common Stock previously owned by the optionee; or (iii) having the Company
retain a portion of the Option Shares. If permitted by the Company, the number
of shares to be delivered to or withheld by the Company times the fair market
value of such shares shall equal the cash required to be withheld. To the extent
that the participant is authorized to either deliver or have withheld shares of
the Company's Common Stock, the Board, or the Committee, may require him to make
such election only during a certain period of time as may be necessary to comply
with appropriate exemptive procedures regarding the "short-swing" profit
provisions of Section 16(b) of the Exchange Act or to meet certain Code
requirements.

         21. Notice to Company of Disqualifying Disposition. Each employee who
receives ISOs must agree to notify the Company in writing immediately after the
employee makes a Disqualifying Disposition of any Common Stock acquired pursuant
to the exercise of such ISOs. A Disqualifying Disposition is any disposition
(including any sale) of such Common Stock before the later of (i) two years
after the date of employee was granted the ISOs, or (ii) one year after the date
the employee acquired Common Stock by exercising the ISO. If the employee has
died before such Common Stock is sold, these holding period requirements do not
apply and no Disqualifying Disposition can occur thereafter.

         22. Continued Employment. The grant of Options pursuant to the Plan
shall not be construed to imply or to constitute evidence of any agreement,
express or implied, on the part of the Company or any Related Corporation to
retain the optionee as an employee of the Company or a Related Corporation, as a
member of the Company's Board or in any other capacity, whichever the case may
be.

         23. Bonuses or Loans to Exercise Options. If requested by any person
other than a director or executive officer of the Company to whom a grant of
Options has been made, the Company or any Related Corporation may, upon full
Board approval, loan such person, guarantee a bank loan, or pay such person
additional compensation of the amount of money necessary to pay the federal
income taxes incurred as a result of the exercise of any Non-Qualified Options,
assuming that such person is in the maximum federal income tax bracket and
assuming that such person has no deductions which would reduce the amount of
such tax owed. The tax loan shall be made or tax offset bonus paid on or after
April 15th of the year following the year in which the tax is incurred and any
loan shall be made on such terms as the Company or lending bank determines.

         24. Governing Law; Construction. The validity and construction of the
Plan and the instruments evidencing Options shall be governed by the laws of the
State of Delaware. In construing this Plan, the singular shall include the
plural and the masculine gender shall include the feminine and neuter, unless
the context otherwise requires.

         25. Forfeiture of Options. Notwithstanding any other provision of this
Plan, the Board or Committee may by written Stock Option Agreement provide that
all vested Options shall be immediately forfeited in the event of:

                                       12
<PAGE>

                  (1) Termination of the relationship with the grantee for cause
including, but not limited to, fraud, theft, dishonesty and violation of Company
policy;

                  (2) Purchasing or selling securities of the Company without
written authorization in accordance with the Company's inside information
guidelines then in effect;

                  (3) Breaching any duty of confidentiality including that
required by the Company's inside information guidelines then in effect;

                  (4) Competing with the Company;

                  (5) Failure to execute the Company's standard Stock Option
Agreement or any lock-up agreement in conjunction with a grant under the Plan,
provided that such lock-up agreement is also required to be executed by the
Company's officers and directors; or

                  (6) Being unavailable for consultation upon the grantee
ceasing to be an employee, consultant or director of the Company if such
availability is a condition of any agreement between the Company and the
grantee;

                  (7) Recruitment of Company personnel upon the grantee ceasing
to be an employee, consultant or director of the Company for any reason;

                  (8) Failure to assign any invention or technology to the
Company if such assignment is a condition of employment or any other agreements
between the Company and the grantee; and

                  (9) A finding by the Company's board of directors that
grantee has acted against the interests of the Company.

         The Stock Option Agreement may contain some or all of the nine
enumerated categories for forfeiture.

                                       13