EXHIBIT 10.1

                      CONTRARIAN PUBLIC INVESTMENT I, INC.
                                 (THE "COMPANY")

                       -----------------------------------

                        2004 INCENTIVE STOCK OPTION PLAN

                       -----------------------------------

      1.    PURPOSE; EFFECTIVENESS OF THE PLAN.

      (a) The  purpose of this Plan is to advance the  interests  of the Company
and its  stockholders  by helping the Company  obtain and retain the services of
employees, officers, consultants, and directors, upon whose judgment, initiative
and efforts the Company is substantially dependent, and to provide those persons
with further incentives to advance the interests of the Company.

      (b) This Plan will  become  effective  on the date of its  adoption by the
Board,  provided  the  Plan  is  approved  by the  stockholders  of the  Company
(excluding  holders of shares of Stock  issued by the  Company  pursuant  to the
exercise of options  granted  under this Plan) within  twelve  months  before or
after that  date.  If the Plan is not so  approved  by the  stockholders  of the
Company, any options granted under this Plan will be rescinded and will be void.
This Plan  will  remain in  effect  until it is  terminated  by the Board or the
Committee  (as  defined  hereafter)  under  section 9 hereof,  or June 30,  2024
whichever  is earlier,  except that no ISO (as defined  herein)  will be granted
after the tenth  anniversary  of the date of this Plan's  adoption by the Board.
This Plan will be governed by, and construed in accordance with, the laws of the
States of Colorado and Florida.

      2.    CERTAIN DEFINITIONS.

      Unless  the  context  otherwise  requires,  the  following  defined  terms
(together  with other  capitalized  terms  defined  elsewhere in this Plan) will
govern the construction of this Plan, and of any stock option agreements entered
into pursuant to this Plan:

            (a) "10%  Stockholder"  means a person who owns,  either directly or
indirectly  by  virtue  of the  ownership  attribution  provisions  set forth in
Section  424(d) of the Code at the time he or she is granted  an  Option,  stock
possessing  more than ten percent  (10%) of the total  combined  voting power or
value of all classes of stock of the Company and/or of its subsidiaries;

            (b) "1933 Act" means the federal Securities Act of 1933, as amended;

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

            (d) "Called for under an Option," or words to similar effect,  means
issuable pursuant to the exercise of an Option;

            (e)  "Code"  means the  Internal  Revenue  Code of 1986,  as amended
(references  herein to Sections of the Code are intended to refer to Sections of
the Code as  enacted  at the time of this  Plan's  adoption  by the Board and as
subsequently  amended, or to any substantially  similar successor  provisions of
the Code resulting from recodification, renumbering or otherwise);


                                       1
<PAGE>

            (f)  "Committee"  means a  committee  of two or  more  Disinterested
Directors,  appointed  by the Board,  to  administer  and  interpret  this Plan;
provided that the term  "Committee" will refer to the Board during such times as
no Committee is appointed by the Board;

            (g) "Company" means Contrarian Public Investment I, Inc., a Colorado
corporation;

            (h)  "Disability"  has the same  meaning  as  "permanent  and  total
disability," as defined in Section 22(e)(3) of the Code;

            (i) "Disinterested  Director" means a member of the Board who is not
during the period of one year prior to his or her service as an administrator of
the Plan,  or during the  period of such  service,  granted  or  awarded  Stock,
options to acquire Stock, or similar equity securities of the Company under this
Plan or any  similar  plan of the  Company,  other  than the  grant of a Formula
Option pursuant to section 6(m) of this Plan;

            (j) "Eligible Participants" means persons who, at a particular time,
are  employees,  officers,  consultants,  or  directors  of the  Company  or its
subsidiaries;

            (k) "Fair Market Value"  means,  with respect to the Stock and as of
the date an ISO or a Formula Option is granted  hereunder,  the market price per
share  of  such  Stock   determined  by  the  Committee,   consistent  with  the
requirements of Section 422 of the Code and to the extent consistent  therewith,
as follows:

            (i) If the  Stock  was  traded  on a stock  exchange  on the date in
question, then the Fair Market Value will be equal to the closing price reported
by the applicable composite-transactions report for such date;

            (ii)  If the  Stock  was  traded  over-the-counter  on the  date  in
question and was  classified as a national  market  issue,  then the Fair Market
Value will be equal to the  last-transaction  price quoted by the NASDAQ  system
for such date;

            (iii)  If the  Stock  was  traded  over-the-counter  on the  date in
question but was not classified as a national market issue, then the Fair Market
Value will be equal to the average of the last reported  representative  bid and
asked prices quoted by the NASDAQ system for such date; and

            (iv) If none of the  foregoing  provisions is  applicable,  then the
Fair Market  Value will be  determined  by the  Committee  in good faith on such
basis as it deems appropriate.

            (l) "Formula Option" means an NSO granted to non-employee members of
the Board of Directors pursuant to section 6(m) hereof;

            (m) "ISO" has the same  meaning  as  "incentive  stock  option,"  as
defined in Section 422 of the Code;

            (n) "Just Cause  Termination"  means a termination by the Company of
an Optionee's employment by and/or service to the Company (or if the Optionee is
a director, removal of the Optionee from the Board by action of the stockholders
or, if permitted  by  applicable  law and the by-laws of the Company,  the other
directors),  in connection  with the good faith  determination  of the Company's
board of  directors  (or of the  Company's  stockholders  if the  Optionee  is a
director  and the  removal  of the  Optionee  from the Board is by action of the
stockholders, but in either case excluding the vote of the Optionee if he or she
is a  director  or a  stockholder)  that the  Optionee  has  engaged in any acts
involving  dishonesty  or moral  turpitude  or in any acts that  materially  and
adversely  affect the  business,  affairs or  reputation  of the  Company or its
subsidiaries;

            (o)  "NSO"  means  any  option   granted  under  this  Plan  whether
designated by the Committee as a "non-qualified  stock option," a "non-statutory
stock option" or otherwise,  other than an option designated by the Committee as
an ISO, or any option so designated but which, for any reason,  fails to qualify
as an ISO  pursuant  to  Section  422 of the Code and the rules and  regulations
thereunder;


                                       2
<PAGE>

            (p) "Option" means an option granted pursuant to this Plan entitling
the option holder to acquire  shares of Stock issued by the Company  pursuant to
the valid exercise of the option;

            (q) "Option Agreement" means an agreement between the Company and an
Optionee,  in form  and  substance  satisfactory  to the  Committee  in its sole
discretion, consistent with this Plan;

            (r) "Option Price" with respect to any  particular  Option means the
exercise  price at which the Optionee may acquire each share of the Option Stock
called for under such Option;

            (s) "Option  Stock"  means  Stock  issued or issuable by the Company
pursuant to the valid exercise of an Option;

            (t)  "Optionee"  means an Eligible  Participant  to whom Options are
granted hereunder,  and any transferee thereof pursuant to a Transfer authorized
under this Plan;

            (u)  "Plan"  means  this 2004  Incentive  Stock  Option  Plan of the
Company;

            (v) "QDRO" has the same  meaning as  "qualified  domestic  relations
order" as defined in Section 414(p) of the Code;

            (w) "Stock" means shares of the Company's  Common Stock,  $0.001 par
value;

            (x) "Subsidiary" has the same meaning as "Subsidiary Corporation" as
defined in Section 424(f) of the Code;

            (y)  "Transfer,"  with respect to Option  Stock,  includes,  without
limitation, a voluntary or involuntary sale, assignment,  transfer,  conveyance,
pledge, hypothecation,  encumbrance, disposal, loan, gift, attachment or levy of
such Option Stock, including without limitation an assignment for the benefit of
creditors of the Optionee, a transfer by operation of law, such as a transfer by
will or under the laws of descent and  distribution,  an  execution  of judgment
against the Option Stock or the  acquisition  of record or beneficial  ownership
thereof by a lender or creditor, a transfer pursuant to a QDRO, or to any decree
of divorce,  dissolution or separate maintenance,  any property settlement,  any
separation  agreement or any other  agreement  with a spouse  (except for estate
planning  purposes)  under which a part or all of the shares of Option Stock are
transferred or awarded to the spouse of the Optionee or are required to be sold;
or a transfer  resulting  from the  filing by the  Optionee  of a  petition  for
relief,  or the filing of an involuntary  petition against such Optionee,  under
the bankruptcy laws of the United States or of any other nation.

      3.    ELIGIBILITY.

      The  Company  may grant  Options  under this Plan only to persons  who are
Eligible Participants as of the time of such grant. Subject to the provisions of
sections  4(d), 5 and 6 hereof,  there is no limitation on the number of Options
that may be granted to an Eligible Participant.

      4.    ADMINISTRATION.

      (a) Committee.  The Committee,  if appointed by the Board, will administer
this Plan. If the Board, in its  discretion,  does not appoint such a Committee,
the Board itself will  administer  this Plan and take such other  actions as the
Committee is authorized to take hereunder; provided that the Board may take such
actions  hereunder in the same manner as the Board may take other  actions under
the Company's articles of incorporation and by-laws generally.


                                       3
<PAGE>

      (b) Authority and  Discretion of Committee.  The Committee  will have full
and  final  authority  in its  discretion,  at any time  and from  time to time,
subject  only to the  express  terms,  conditions  and other  provisions  of the
Company's  articles of  incorporation,  by-laws and this Plan,  and the specific
limitations on such discretion set forth herein:

      (i) to select and approve the  persons who will be granted  Options  under
this Plan from among the  Eligible  Participants,  and to grant to any person so
selected one or more  Options to purchase  such number of shares of Option Stock
as the Committee may determine;

      (ii) to determine  the period or periods of time during which  Options may
be  exercised,  the Option  Price and the  duration of such  Options,  and other
matters to be determined by the  Committee in  connection  with specific  Option
grants and Options Agreements as specified under this Plan;

      (iii) to interpret  this Plan, to  prescribe,  amend and rescind rules and
regulations  relating  to  this  Plan,  and to  make  all  other  determinations
necessary or advisable for the operation and administration of this Plan; and

      (iv) to delegate all or a portion of its authority  under  subsections (i)
and (ii) of this  section  4(b) to one or more  directors of the Company who are
executive  officers of the Company,  but only in connection with Options granted
to Eligible  Participants  who are not subject to the  reporting  and  liability
provisions of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and  regulations  thereunder,  and  subject to such  restrictions  and
limitations  (such as the aggregate  number of shares of Option Stock called for
by such  Options that may be granted) as the  Committee  may decide to impose on
such delegate directors.

      (c) Limitation on Authority.  Notwithstanding the foregoing,  or any other
provision of this Plan, the Committee will have no authority:

            (i) to grant Options to any of its members,  whether or not approved
by the Board; and

            (ii) to  determine  any  matters,  or exercise  any  discretion,  in
connection  with the Formula  Options under  section 6(m) hereof,  to the extent
that the power to make such  determinations or to exercise such discretion would
cause one or more  members  of the  Committee  no  longer  to be  "Disinterested
Directors" within the meaning of section 2(i) above.

      (d)  Designation  of Options.  Except as otherwise  provided  herein,  the
Committee will designate any Option granted  hereunder either as an ISO or as an
NSO. To the extent that the Fair Market Value (determined at the time the Option
is  granted)  of Stock with  respect to which all ISOs are  exercisable  for the
first time by any individual during any calendar year (pursuant to this Plan and
all other plans of the Company and/or its subsidiaries)  exceeds $100,000,  such
option  will be  treated  as an NSO.  Notwithstanding  the  general  eligibility
provisions of section 3 hereof, the Committee may grant ISOs only to persons who
are employees of the Company and/or its subsidiaries.

      (e) Option Agreements.  Options will be deemed granted hereunder only upon
the  execution  and  delivery of an Option  Agreement by the Optionee and a duly
authorized officer of the Company.  Options will not be deemed granted hereunder
merely upon the authorization of such grant by the Committee.

5.    SHARES RESERVED FOR OPTIONS.

      (a) Option Pool.  The aggregate  number of shares of Option Stock that may
be issued  pursuant to the exercise of Options  granted under this Plan will not
exceed One Million  (1,000,000)  (the "Option Pool"),  provided that such number
will be  increased  by the  number of shares of Option  Stock  that the  Company
subsequently may reacquire through repurchase or otherwise.

            Shares of Option  Stock that would have been  issuable  pursuant  to
Options,  but that are no longer  issuable  because all or part of those Options
have terminated or expired,  will be deemed not to have been issued for purposes
of computing  the number of shares of Option Stock  remaining in the Option Pool
and available for issuance.

      (b)  Adjustments  Upon Changes in Stock. In the event of any change in the
outstanding Stock of the Company ----------------------------------- as a result
of a  stock  split,  reverse  stock  split,  stock  dividend,  recapitalization,
combination or reclassification,  appropriate  proportionate adjustments will be
made in: (i) the  aggregate  number of shares of Option Stock in the Option Pool
that may be issued pursuant to the exercise of Options granted  hereunder;  (ii)
the  Option  Price and the number of shares of Option  Stock  called for in each
outstanding  Option  granted  hereunder;  and (iii)  other  rights  and  matters
determined  on a per  share  basis  under  this  Plan  or any  Option  Agreement
hereunder. Any such adjustments will be made only by the Board, and when so made
will be effective,  conclusive and binding for all purposes with respect to this
Plan and all Options then  outstanding.  No such adjustments will be required by
reason of the issuance or sale by the Company for cash or other consideration of
additional  shares of its Stock or securities  convertible  into or exchangeable
for shares of its Stock.


                                       4
<PAGE>

6     TERMS OF STOCK OPTION AGREEMENTS.

      Each  Option  granted  pursuant  to  this  Plan  will be  evidenced  by an
agreement  (an  "Option  Agreement")  between the Company and the person to whom
such Option is granted,  in form and substance  satisfactory to the Committee in
its sole discretion,  consistent with this Plan. Without limiting the foregoing,
each  Option  Agreement  (unless  otherwise  stated  therein)  will be deemed to
include the following terms and conditions:

            (a) Covenants of Optionee.  At the discretion of the Committee,  the
person to whom an Option is granted hereunder, as a condition to the granting of
the Option,  must execute and deliver to the Company a confidential  information
agreement approved by the Committee.  Nothing contained in this Plan, any Option
Agreement or in any other agreement  executed in connection with the granting of
an Option  under this Plan will confer upon any  Optionee any right with respect
to the  continuation  of his or her  status as an  employee  of,  consultant  or
independent contractor to, or director of, the Company or its subsidiaries.

            (b) Vesting  Periods.  Except as  otherwise  provided  herein,  each
Option  Agreement  may specify  the period or periods of time within  which each
Option or portion thereof will first become  exercisable (the "Vesting  Period")
with respect to the total number of shares of Option Stock called for thereunder
(the "Total Award  Option  Stock").  Such  Vesting  Periods will be fixed by the
Committee  in  its  discretion,  and  may be  accelerated  or  shortened  by the
Committee in its discretion.

            (c) Exercise of the Option.

                  (i)  Mechanics  and Notice.  An Option may be exercised to the
extent  exercisable  (1) by giving  written  notice of exercise to the  Company,
specifying  the  number  of full  shares  of Option  Stock to be  purchased  and
accompanied  by full  payment  of the  Option  Price  thereof  and the amount of
withholding  taxes  pursuant to  subsection  6(c)(ii)  below;  and (2) by giving
assurances  satisfactory  to the Company  that the shares of Option  Stock to be
purchased  upon such exercise are being  purchased for investment and not with a
view to resale in connection  with any  distribution of such shares in violation
of the 1933 Act;  provided,  however,  that in the event the Option Stock called
for under the Option is registered under the 1933 Act, or in the event resale of
such Option Stock without such registration would otherwise be permissible, this
second  condition  will be  inoperative  if, in the  opinion of counsel  for the
Company,  such  condition  is not  required  under  the 1933  Act,  or any other
applicable law, regulation or rule of any governmental agency.

                  (ii) Withholding  Taxes. As a condition to the issuance of the
shares of Option  Stock upon full or partial  exercise of an NSO  granted  under
this Plan,  the Optionee  will pay to the Company in cash, or in such other form
as the Committee may  determine in its  discretion,  the amount of the Company's
tax  withholding  liability  required  in  connection  with such  exercise.  For
purposes of this subsection 6(c)(ii),  "tax withholding liability" will mean all
federal  and state  income  taxes,  social  security  tax,  and any other  taxes
applicable to the compensation  income arising from the transaction  required by
applicable law to be withheld by the Company.

                  (d)  Payment  of Option  Price.  Each  Option  Agreement  will
specify  the  Option  Price  with  respect  to  the  exercise  of  Option  Stock
thereunder, to be fixed by the Committee in its discretion, but in no event will
the Option Price for an ISO granted hereunder be less than the Fair Market Value
(or, in case the Optionee is a 10%  Stockholder,  one hundred ten percent (110%)
of such Fair Market  Value) of the Option Stock at the time such ISO is granted,
and in no event will the Option Price for an NSO granted  hereunder be less than
the 100% of Fair Market  Value.  The Option Price will be payable to the Company
in United States dollars in cash or by check or, such other legal  consideration
as may be approved by the Committee, in its discretion.


                                       5
<PAGE>

                  (e)  Termination of the Option.  Except as otherwise  provided
herein,  each Option  Agreement  will specify the period of time, to be fixed by
the Committee in its discretion, during which the Option granted therein will be
exercisable,  not to exceed  ten years  from the date of grant in the case of an
ISO (the "Option Period");  provided that the Option Period will not exceed five
years from the date of grant in the case of an ISO granted to a 10% Stockholder.
To the extent not  previously  exercised,  each Option will  terminate  upon the
expiration of the Option  Period  specified in the Option  Agreement;  provided,
however, that each such Option will terminate, if earlier: (i) ninety days after
the date that the Optionee ceases to be an Eligible  Participant for any reason,
other than by reason of death or  disability or a Just Cause  Termination;  (ii)
twelve  months  after  the  date  that the  Optionee  ceases  to be an  Eligible
Participant by reason of such person's death or disability; or (iii) immediately
as of the date that the Optionee ceases to be an Eligible  Participant by reason
of a Just Cause Termination.  In the event of a sale or all or substantially all
of  the  assets  of  the  Company,   or  a  merger  or  consolidation  or  other
reorganization  in which the  Company is not the  surviving  corporation,  or in
which the  Company  becomes a  subsidiary  of  another  corporation  (any of the
foregoing events, a "Corporate Transaction"), then notwithstanding anything else
herein, the right to exercise all then outstanding Options will vest immediately
prior to such Corporate  Transaction and will terminate  immediately  after such
Corporate  Transaction;  provided,  however,  that  if the  Board,  in its  sole
discretion,  determines  that such  immediate  vesting of the right to  exercise
outstanding  Options  is not in the  best  interests  of the  Company,  then the
successor corporation must agree to assume the outstanding Options or substitute
therefor  comparable  options  of such  successor  corporation  or a  parent  or
subsidiary of such successor corporation.

                  (f) Options Nontransferable. No Option will be transferable by
the Optionee otherwise than by will or the laws of descent and distribution,  or
in the case of an NSO,  pursuant to a QDRO. During the lifetime of the Optionee,
the Option will be  exercisable  only by him or her, or the transferee of an NSO
if it was transferred pursuant to a QDRO.

                  (g)  Qualification  of Stock.  The right to exercise an Option
will be  further  subject  to the  requirement  that if at any  time  the  Board
determines, in its discretion,  that the listing,  registration or qualification
of the shares of Option Stock called for thereunder upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  regulatory authority,  is necessary or desirable as a condition of
or in  connection  with the granting of such Option or the purchase of shares of
Option Stock thereunder,  the Option may not be exercised,  in whole or in part,
unless and until such listing, registration,  qualification, consent or approval
is effected or obtained free of any conditions  not acceptable to the Board,  in
its discretion.

                  (h) Additional  Restrictions on Transfer. By accepting Options
and/or  Option Stock under this Plan,  the Optionee will be deemed to represent,
warrant and agree as follows:

                  (i) Securities Act of 1933. The Optionee  understands that the
shares of Option  Stock may be  registered  under the 1933 Act,  but until then,
such shares will not be freely  tradeable and must be held  indefinitely  unless
such shares are either  registered  under the 1933 Act or an exemption from such
registration is available. The Optionee understands that the Company is under no
obligation to register the shares of Option Stock.

                  (ii) Other Applicable  Laws. The Optionee further  understands
that Transfer of the Option Stock requires full  compliance  with the provisions
of all applicable laws.

                  (iii) Investment Intent. Unless a registration statement is in
effect with respect to the sale of Option  Stock  obtained  through  exercise of
Options granted  hereunder:  (1) Upon exercise of any Option,  the Optionee will
purchase  the  Option  Stock for his or her own  account  and not with a view to
distribution  within the meaning of the 1933 Act,  other than as may be effected
in  compliance  with the  1933 Act and the  rules  and  regulations  promulgated
thereunder;  (2) no one else will have any  beneficial  interest  in the  Option
Stock;  and (3) he or she has no present  intention  of  disposing of the Option
Stock at any particular time.


                                       6
<PAGE>

      (i) Compliance with Law. Notwithstanding any other provision of this Plan,
Options may be granted  pursuant  -------------------  to this Plan,  and Option
Stock may be issued pursuant to the exercise thereof by an Optionee,  only after
there has been compliance with all applicable federal and state securities laws,
and all of the same will be subject to this  overriding  condition.  The Company
will not be required to register or qualify Option Stock with the Securities and
Exchange  Commission or any State agency,  except that the Company will register
with,  or as required by local law,  file for and secure an exemption  from such
registration  requirements  from, the applicable  securities  administrator  and
other officials of each  jurisdiction in which an Eligible  Participant would be
granted an Option hereunder prior to such grant.

      (j) Stock Certificates.  Certificates representing the Option Stock issued
pursuant to the  exercise of Options  will bear all legends  required by law and
necessary to effectuate  this Plan's  provisions.  The Company may place a "stop
transfer"  order against shares of the Option Stock until all  restrictions  and
conditions set forth in this Plan and in the legends referred to in this section
6(k) have been complied with.

      (k) Notices.  Any notice to be given to the Company  under the terms of an
Option  Agreement  will be addressed to the Company at its  principal  executive
office, Attention:  Corporate Secretary, or at such other address as the Company
may  designate  in  writing.  Any  notice  to be  given to an  Optionee  will be
addressed  to the  Optionee  at the  address  provided  to  the  Company  by the
Optionee.  Any such  notice  will be deemed to have been duly  given if and when
enclosed in a properly sealed envelope,  addressed as aforesaid,  registered and
deposited,  postage and registry  fee  prepaid,  in a post office or branch post
office regularly maintained by the United States Government.

      (l) Other  Provisions.  The Option Agreement may contain such other terms,
provisions and conditions,  including such special forfeiture conditions, rights
of  repurchase,  rights of first refusal and other  restrictions  on Transfer of
Option  Stock  issued  upon  exercise  of any  Options  granted  hereunder,  not
inconsistent  with this Plan,  as may be determined by the Committee in its sole
discretion.

      (m)  Formula  Options.  On the date on which  the Board  appoints,  or the
stockholders  of the  Company  elect,  a person  who is not an  employee  of the
Company  as a member  of the Board for the first  time,  such  director  will be
granted  a  Formula  Option  to  purchase  _________________  shares  of  Stock.
Immediately  after the completion of each annual meeting of the  stockholders of
the Company, each member of the Board who is not an employee of the Company will
be  awarded a  Formula  Option to  purchase  _________________  shares of Stock.
Formula  Options will have an Option Price equal to the Fair Market Value of the
Stock as of the date of such grant. Except as otherwise specifically provided in
this section 6(m), the terms of this Plan,  including the vesting  provisions of
section 6(b), will apply to all Formula Options granted pursuant to this section
6(m).

      7. PROCEEDS FROM SALE OF STOCK.

      Cash  proceeds from the sale of shares of Option Stock issued from time to
time upon the exercise of Options granted pursuant to this Plan will be added to
the general  funds of the Company and as such will be used from time to time for
general corporate purposes.

      8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

      Subject to the terms and  conditions  and within the  limitations  of this
Plan,  and except with respect to Formula  Options,  the  Committee  may modify,
extend or renew  outstanding  Options  granted  under this  Plan,  or accept the
surrender of outstanding  Options (to the extent not theretofore  exercised) and
authorize  the granting of new Options in  substitution  therefor (to the extent
not  theretofore   exercised).   Notwithstanding  the  foregoing,   however,  no
modification  of any  Option  will,  without  the  consent  of the holder of the
Option,  alter or impair any rights or obligations under any Option  theretofore
granted under this Plan.


                                       7
<PAGE>

      9. AMENDMENT AND DISCONTINUANCE.

      The Board may amend,  suspend or discontinue this Plan at any time or from
time to time; provided that no action of the Board will cause ISOs granted under
this  Plan  not to  comply  with  Section  422  of the  Code  unless  the  Board
specifically  declares  such  action to be made for that  purpose  and  provided
further that no such action may, without the approval of the stockholders of the
Company,  materially increase (other than by reason of an adjustment pursuant to
section 5(b) hereof) the maximum  aggregate  number of shares of Option Stock in
the Option Pool that may be issued under Options  granted  pursuant to this Plan
or materially  increase the benefits accruing to Plan participants or materially
modify eligibility  requirements for the participants.  Provided,  further, that
the  provisions  of section  6(m) hereof may not be amended more often than once
during any six (6) month period, other than to comport with changes in the Code,
the  Employee  Retirement  Income  Security  Act,  or the rules and  regulations
thereunder.  Moreover,  no such action may alter or impair any Option previously
granted under this Plan without the consent of the holder of such Option.

      10. PLAN COMPLIANCE WITH RULE 16B-3.

      With respect to persons  subject to Section 16 of the Securities  Exchange
Act of 1934,  transactions  under  this plan are  intended  to  comply  with all
applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the
extent any provision of the plan or action by the plan  administrators  fails so
to comply,  it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the plan administrators.

         11. COPIES OF PLAN.

         A copy of this Plan will be delivered to each Optionee at or before the
time he or she executes an Option Agreement.

Date Plan Adopted by Board of Directors:    January 7, 2004

Date Plan Approved by Stockholders  January 7, 2004


                                       8