EXHIBIT 10.1

                            ORDERPRO LOGISTICS, INC.

                2003 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN

1. PURPOSE

   This Incentive and Nonstatutory Stock Option Plan (the "Plan") is intended to
   further the growth and  financial  success of  OrderPro  Logistics,  Inc.,  a
   Nevada corporation (the "Corporation") by providing additional  incentives to
   selected employees,  directors,  and consultants to the Corporation or parent
   corporation or subsidiary  corporation of the  Corporation as those terms are
   defined in Sections  424(e) and 424(f) of the Internal  Revenue Code of 1986,
   as amended (the "Code") (such parent corporations and subsidiary corporations
   hereinafter  collectively referred to as "Affiliates") so that such employees
   and  consultants  may acquire or increase their  proprietary  interest in the
   Corporation. Stock options granted under the Plan (hereinafter "Options") may
   be either  "Incentive  Stock Options," as defined in Section 422A of the Code
   and any regulations promulgated under said Section, or "Nonstatutory Options"
   at the discretion of the Board of Directors of the Corporation  (the "Board")
   and as reflected in the respective  written stock option  agreements  granted
   pursuant hereto.

2. ADMINISTRATION

   The Plan shall be administered by the Board of Directors of the  Corporation;
   provided  however,  that the  Board may  delegate  such  administration  to a
   committee of not fewer than three (3) members (the "Committee"), at least two
   (2) of whom  are  members  of the  Board  and all of whom  are  disinterested
   administrators,   as  contemplated  by  Rule  16b-3   promulgated  under  the
   Securities  Exchange Act of 1934,  as amended  ("Rule  16b-3");  and provided
   further,  that the foregoing  requirement  for  disinterested  administrators
   shall not apply  prior to the date of the  first  registration  of any of the
   securities of the Corporation under the Securities Act of 1933, as amended.

   Subject to the provisions of the Plan,  the Board and/or the Committee  shall
   have authority to (a) grant,  in its  discretion,  Incentive Stock Options in
   accordance  with  Section  422A of the  Code  or  Nonstatutory  Options;  (b)
   determine  in good  faith the fair  market  value of the stock  covered by an
   Option; (c) determine which eligible persons shall be granted Options and the
   number of shares to be covered thereby and the term thereof; (d) construe and
   interpret the Plan; (e)  promulgate,  amend and rescind rules and regulations
   relating  to  its  administration,   and  correct  defects,   omissions,  and
   inconsistencies  in the Plan or any Option;  (f) consistent with the Plan and
   with the  consent of the  Optionee,  as  appropriate,  amend any  outstanding
   Option  or amend  the  exercise  date or dates  thereof;  (g)  determine  the
   duration  and  purpose  of leaves of  absence  which may be granted to option
   holders without constituting  termination of their employment for the purpose
   of the Plan; and (h) make all other determinations necessary or advisable for
   the Plan's  administration.  The interpretation and construction by the Board
   of any  provisions  of the Plan or of any Option it shall be  conclusive  and
   final. No member of the Board or the Committee shall be liable for any action
   or determination made in good faith with respect to the Plan or any Option.

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3. ELIGIBILITY

   The  persons who shall be eligible  to receive  Options  shall be  employees,
   directors,  or  consultants  of the  Corporation  or  any  of its  Affiliates
   ("Optionees").  The term  consultant  shall mean any person who is engaged by
   the Corporation to render services and is compensated for such services,  and
   any director of the Corporation whether or not compensated for such services;
   provided that, if the Corporation registers any of its securities pursuant to
   the Securities Act of 1933, as amended (the "Act"), the term consultant shall
   thereafter not include  directors who are not  compensated for their services
   or are paid only a director fee by the Corporation.

     (a)  INCENTIVE STOCK OPTIONS. Incentive Stock Options may only be issued to
          employees  of the  Corporation  or  its  Affiliates.  Incentive  Stock
          Options may be granted to officers, whether or not they are directors,
          but a director  shall not be granted an Incentive  Stock Option unless
          such  director is also an employee  of the  Corporation.  Payment of a
          director fee shall not be sufficient  to constitute  employment by the
          Corporation.  Any grant of option to an  officer  or  director  of the
          Corporation  subsequent  to  the  first  registration  of  any  of the
          securities  of the  Corporation  under the Act shall  comply  with the
          requirements of Rule 16b-3. An Optionee may hold more than one Option.

          The  Corporation  shall not grant an Incentive  Stock Option under the
          Plan to any  employee  if such  grant  would  result in such  employee
          holding the right to exercise  for the first time in any one  calendar
          year, under all options granted to such employee under the Plan or any
          other  stock  option  plan   maintained  by  the  Corporation  or  any
          Affiliate,  with respect to shares of stock  having an aggregate  fair
          market value,  determined as of the date of the Option is granted,  in
          excess  of one  hundred  thousand  dollars  ($100,000).  Should  it be
          determined  that an  Incentive  Stock  Option  granted  under the Plan
          exceeds such maximum for any reason other than a failure in good faith
          to value the stock subject to such option,  the excess portion of such
          option shall be considered a Nonstatutory  Option. If, for any reason,
          an entire  option does not  qualify as an  Incentive  Stock  Option by
          reason of exceeding  such  maximum,  such option shall be considered a
          Nonstatutory Option.

     (b)  NONSTATUTORY  OPTION.  The  provisions of the  foregoing  Section 3(a)
          shall not apply to any  option  designated  as a  "Nonstatutory  Stock
          Option  Agreement"  or which sets forth the  intention  of the parties
          that the option be a Nonstatutory Option.

4. STOCK

   The  stock  subject  to  Options  shall be the  shares  of the  Corporation's
   authorized but unissued or reacquired Common Stock (the "Stock").

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     (a)  NUMBER OF SHARES.  Subject to adjustment as provided in Paragraph 5(h)
          of this  Plan,  the  total  number  of  shares  of Stock  which may be
          purchased  through  exercise of Options  granted under this Plan shall
          not exceed ten million  (10,000,000)  shares.  If any Option shall for
          any reason  terminate  or expire,  any shares  allocated  thereto  but
          remaining  unpurchased upon such expiration or termination shall again
          be available for the grant of Options with respect  thereto under this
          Plan as though no Option had been granted with respect to such shares.

     (b)  RESERVATION  OF  SHARES.   The  Corporation  shall  reserve  and  keep
          available  at all times  during  the term of the Plan  such  number of
          shares as shall be sufficient to satisfy the requirements of the Plan.
          If, after  reasonable  efforts,  which  efforts  shall not include the
          registration  of the Plan or Options under the Act, the Corporation is
          unable to obtain authority from any applicable  regulatory body, which
          authorization is deemed necessary by legal counsel for the Corporation
          for the lawful issuance of shares hereunder,  the Corporation shall be
          relieved  of any  liability  with  respect to its failure to issue and
          sell the  shares  for which  such  requisite  authority  was so deemed
          necessary unless and until such authority is obtained.

5. TERMS AND CONDITIONS OF OPTIONS

   Options  granted  hereunder  shall be  evidenced  by  agreements  between the
   Corporation and the respective  Optionees,  in such form and substance as the
   Board or Committee shall from time to time approve.  Such agreements need not
   be  identical,  and in each case may include such  provisions as the Board or
   Committee  may  determine,  but all such  agreements  shall be subject to and
   limited by the following terms and conditions:

     (a)  NUMBER OF  SHARES:  Each  Option  shall  state the number of shares to
          which it pertains.

     (b)  OPTION PRICE: Each Option shall state the Option Price, which shall be
          determined as follows:

          (i)  Any  Option  granted  to a person  who at the time the  Option is
               granted owns (or is deemed to own  pursuant to Section  424(d) of
               the Code) stock  possessing  more than ten  percent  (10%) of the
               total  combined  voting power of value of all classes of stock of
               the  Corporation,  or of any  Affiliate,  ("Ten Percent  Holder")
               shall  have an  Option  Price  of no less  than one  hundred  ten
               percent (110%) of the fair market value of the common stock as of
               the date of grant; and

          (ii) Incentive  Stock Options  granted to a person who at the time the
               Option is  granted  is not a Ten  Percent  Holder  shall  have an
               Option  price of no less than one hundred  percent  (100%) of the
               fair market value of the common stock as of the date of grant.

          (iii)Nonstatutory  Options  granted  to a  person  who at the time the
               Option is  granted  is not a Ten  Percent  Holder  shall  have an
               Option Price determined by the Board as of the date of grant.

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          For the purposes of this  paragraph  5(b), the fair market value shall
          be as  determined  by the Board,  in good faith,  which  determination
          shall be conclusive and binding;  provided however, that if there is a
          public market for such stock, the fair market value per share shall be
          the average of the bid and asked prices (or the closing  price if such
          stock is listed on the NASDAQ  National  Market System) on the date of
          grant of the  Option,  or if listed on a stock  exchange,  the closing
          price on such exchange on such date of grant.

     (c)  MEDIUM AND TIME OF PAYMENT:  To the extent  permissible  by applicable
          law, the Option price shall be paid,  at the  discretion of the Board,
          at either the time of grant or the time of  exercise of the Option (i)
          in cash or by check,  (ii) by  delivery of other  common  stock of the
          Corporation, provided such tendered stock was not acquired directly or
          indirectly from the Corporation, or, if acquired from the Corporation,
          has been held by the Optionee  for more than six (6) months,  (iii) by
          the  Optionee's   promissory  note  in  a  form  satisfactory  to  the
          Corporation and bearing interest at a rate determined by the Board, in
          its sole  discretion,  but in no event less than 6% per annum, or (iv)
          such other form of legal  consideration  permitted by State law as may
          be acceptable to the Board.

     (d)  TERM AND EXERCISE OF OPTIONS: Any Option granted to an Employee of the
          Corporation  shall become  exercisable over a period of no longer than
          ten (10) years,  and no less than twenty  percent  (20%) of the shares
          covered thereby shall become exercisable  annually. No Option shall be
          exercisable,  in whole or in part, prior to one (1) year from the date
          it is granted unless the Board shall specifically determine otherwise,
          as provided herein.  In no event shall any Option be exercisable after
          the  expiration of ten (10) years from the date it is granted.  Unless
          otherwise  specified by the Board or the  Committee in the  resolution
          authorizing  such  option,  the date of grant  of an  Option  shall be
          deemed to be the date upon which the Board or the Committee authorizes
          the granting of such Option.

          Each Option  shall be  exercisable  to the  nearest  whole  share,  in
          installments  or otherwise,  as the respective  option  agreements may
          provide.  During the  lifetime  of an  Optionee,  the Option  shall be
          exercisable  only by the  Optionee  and  shall  not be  assignable  or
          transferable  by the  Optionee,  and no other person shall acquire any
          rights  therein.  To the extent not exercised,  installments  (if more
          than one) shall accumulate,  but shall be exercisable,  in whole or in
          part,  only  during the period  for  exercise  as stated in the option
          agreement, whether or not other installments are then exercisable.

     (e)  TERMINATION  OF  STATUS  AS  EMPLOYEE,  DIRECTOR,  OR  CONSULTANT:  If
          Optionee's  status  as an  employee,  director,  or  consultant  shall
          terminate  for any  reason  other  than  Optionee's  death,  then  the
          Optionee (or if the  Optionee  shall die after such  termination,  but
          prior to exercise,  Optionee's  personal  representative or the person
          entitled  to succeed to the  Option)  shall have the right to exercise
          any vested  Options,  in whole or in part,  at any time within  thirty
          (30)  days  after  such   termination  (or  in  the  event  Optionee's

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          termination was caused by permanent  disability (within the meaning of
          Section  22(e)(3) of the Code) this 30-day period shall be extended to
          six (6) months) or the remaining term of the Option,  whichever is the
          lesser; provided,  however, that with respect to Nonstatutory Options,
          the  Board may  specify  such  longer  period,  not to exceed  six (6)
          months,  for  exercise  following   termination  as  the  Board  deems
          reasonable  and  appropriate.  The Option may be  exercised  only with
          respect to installments  that the Optionee could have exercised at the
          date of termination of employment.  Nothing contained herein or in any
          Option  granted  pursuant  hereto  shall be  construed  to  affect  or
          restrict  in any way the right of the  Corporation  to  terminate  the
          employee of an Optionee with or without cause.

     (f)  DEATH OF OPTIONEE:  If an Optionee dies while employed or engaged as a
          director or consultant by the Corporation or an Affiliate, the portion
          of such  Optionee's  Option or Options which were  exercisable  at the
          date of death may be exercised,  in whole or in part, by the estate of
          the decedent or by a person  succeeding  to the right to exercise such
          Option  or  Options,  at any time  within  the  remaining  term of the
          Option, but only to the extent, that Optionee could have exercised the
          Option as of the date of Optionee's death; provided, in any case, that
          the Option may be so exercised  only to the extent that the Option has
          not previously been exercised by Optionee.

     (g)  NONTRANSFERABILITY  OF OPTION:  No Option shall be transferable by the
          Optionee, except by will or by the laws of descent and distribution.

     (h)  RECAPITALIZATION:  Subject to any required action by the stockholders,
          the  number  of shares of common  stock  covered  by each  outstanding
          Option, and the price per share thereof set forth in each such Option,
          shall be proportionately  adjusted for any increase or decrease in the
          number of issued shares of common stock of the  Corporation  resulting
          from a  subdivision  or  consolidation  of shares or the  payment of a
          stock  dividend,  or any other  increase  or decrease in the number of
          such  shares  affected   without  receipt  of   consideration  by  the
          Corporation.

          Subject to any required action by the stockholders, if the Corporation
          shall be the  surviving  entity in any merger or  consolidation,  each
          outstanding  Option  thereafter  shall  pertain  to and  apply  to the
          securities  to which a holder of shares of common  stock  equal to the
          shares  subject to the Option  would have been  entitled  by reason of
          such merger or  consolidation.  A dissolution  or  liquidation  of the
          Corporation or a merger or  consolidation  in which the Corporation is
          not the  surviving  entity  shall  cause  each  outstanding  Option to
          terminate  on the  effective  date of such  dissolution,  liquidation,
          merger or  consolidation.  In such event, if the entity which shall be
          the surviving  entity does not tender to Optionee an offer,  for which
          it has no  obligation  to do so,  to  substitute  for any  unexercised
          Option a stock option or capital stock of such  surviving  entity,  as
          applicable,  which on an  equitable  basis shall  provide the Optionee
          with  substantially  the same  economic  benefit  as such  unexercised
          Option,  then the Board may grant to such  Optionee,  but shall not be
          obligated to do so, the right for a period commencing thirty (30) days

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          prior  to  and   ending   immediately   prior  to  such   dissolution,
          liquidation,  merger or  consolidation or during the remaining term of
          the Option,  whichever is the lesser, to exercise any unexpired Option
          or Options,  without regard to the installment provisions of Paragraph
          5(d) of this  Plan;  provided,  that any such right  granted  shall be
          granted to all  Optionees  not  receiving an offer to  substitute on a
          consistent basis, and provided  further,  that any such exercise shall
          be  subject  to the  consummation  of such  dissolution,  liquidation,
          merger or consolidation.

          In the event of a change in the  common  stock of the  Corporation  as
          presently  constituted,  which is  limited  to a change  of all of its
          authorized  shares  without  par value into the same  number of shares
          with a par value,  the shares  resulting from any such change shall be
          deemed to be the common stock within the meaning of this Plan.

          To the  extent  that  the  foregoing  adjustments  relate  to stock or
          securities of the Corporation,  such adjustments  shall be made by the
          Board, whose determination in that respect shall be final, binding and
          conclusive.  Except as expressly  provided in this Paragraph 5(h), the
          Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
          consolidation  of shares of stock or any class or the  payment  of any
          stock  dividend  or any other  increase  or  decrease in the number of
          shares  of stock of any  class,  and the  number or price of shares of
          common  stock  subject to any Option  shall not be affected by, and no
          adjustment shall be made by reason of, any  dissolution,  liquidation,
          merger or consolidation,  or any issue by the Corporation of shares of
          stock of any class or securities  convertible  into shares of stock of
          any class.

          The grant of an Option  pursuant  to the Plan  shall not affect in any
          way the  right or power of the  Corporation  to make any  adjustments,
          reclassifications,  reorganizations  or  changes  in  its  capital  or
          business structure or to merge, consolidate, dissolve, or liquidate or
          to sell or transfer all or any part of its business or assets.

     (i)  RIGHTS  AS A  STOCKHOLDER:  An  Optionee  shall  have no  rights  as a
          stockholder  with respect to any shares covered by an Option until the
          date of the  issuance  of a stock  certificate  to  Optionee  for such
          shares.  No  adjustment  shall  be made  for  dividends  (ordinary  or
          extraordinary,  whether  in cash,  securities  or other  property)  or
          distributions  or other  rights for which the record  date is prior to
          the date  such  stock  certificate  is  issued,  except  as  expressly
          provided in Paragraph 5(h) hereof.

     (j)  MODIFICATION, ACCELERATION, EXTENSION, AND RENEWAL OF OPTIONS: Subject
          to the terms and  conditions  and within the  limitations of the Plan,
          the Board  may  modify an  Option,  or once an Option is  exercisable,
          accelerate  the rate at which it may be  exercised,  and may extend or
          renew  outstanding  Options  granted  under  the  Plan or  accept  the
          surrender  of  outstanding  Options  (to the  extent  not  theretofore
          exercised)  and authorize the granting of new Options in  substitution
          for such Options,  provided such action is  permissible  under Section
          422A of the Code and state law.

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          Notwithstanding  the  foregoing  provisions  of this  Paragraph  5(j),
          however,  no modification  of an Option shall,  without the consent of
          the Optionee,  alter to the Optionee's  detriment or impair any rights
          or obligations under any Option theretofore granted under the Plan.

     (k)  INVESTMENT  INTENT:  Unless  and  until the  issuance  and sale of the
          shares subject to the Plan are  registered  under the Act, each Option
          under the Plan shall  provide that the  purchases of stock  thereunder
          shall be for investment purposes and not with a view to, or for resale
          in connection  with, any  distribution  thereof.  Further,  unless the
          issuance  and sale of the stock  have been  registered  under the Act,
          each Option shall  provide that no shares shall be purchased  upon the
          exercise  of such  Option  unless  and until  (i) any then  applicable
          requirements  of state and federal laws and regulatory  agencies shall
          have been fully complied with to the  satisfaction  of the Corporation
          and its counsel,  and (ii) if  requested to do so by the  Corporation,
          the person exercising the Option shall (i) give written  assurances as
          to  knowledge  and  experience  of such  person  (or a  representative
          employed by such  person) in financial  and  business  matters and the
          ability of such person (or  representative) to evaluate the merits and
          risks of  exercising  the Option,  and (ii) execute and deliver to the
          Corporation  a  letter  of  investment  intent,  all in such  form and
          substance as the  Corporation  may require.  If shares are issued upon
          exercise of an Option without  registration under the Act,  subsequent
          registration of such shares shall relieve the purchaser thereof of any
          investment  restrictions or representations  made upon the exercise of
          such Options.

     (l)  EXERCISE  BEFORE  EXERCISE DATE: At the  discretion of the Board,  the
          Option may, but need not, include a provision whereby the Optionee may
          elect to exercise all or any portion of the Option prior to the stated
          exercise date of the Option or any installment  thereof. Any shares so
          purchased  prior to the  stated  exercise  date  shall be  subject  to
          repurchase  by  the   Corporation   upon   termination  of  Optionee's
          employment as  contemplated  by Paragraphs  5(e), 5(f) and 5(g) hereof
          prior to the  exercise  date  stated  in the  Option  and  such  other
          restrictions  and  conditions  as the  Board  or  Committee  may  deem
          advisable.

     (m)  OTHER  PROVISIONS:  The Option  agreements  authorized under this Plan
          shall contain such other provisions,  including,  without  limitation,
          restrictions  upon the  exercise of the  Options,  as the Board or the
          Committee shall deem advisable. Shares shall not be issued pursuant to
          the  exercise  of an Option,  if the  exercise  of such  Option or the
          issuance of shares  thereunder would violate,  in the opinion of legal
          counsel for the  Corporation,  the provisions of any applicable law or
          the  rules  or   regulations  of  any   applicable   governmental   or
          administrative  agency  or  body,  such  as the  Act,  the  Securities
          Exchange Act of 1934, the rules promulgated under the foregoing or the
          rules and  regulations  of any  exchange  upon which the shares of the
          Corporation are listed.

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6. AVAILABILITY OF INFORMATION

   During the term of the Plan and any additional  period during which an Option
   granted pursuant to the Plan shall be exercisable, the Corporation shall make
   available,  not later than one hundred and twenty  (120) days  following  the
   close of each of its  fiscal  years,  such  financial  and other  information
   regarding the Corporation as is required by the bylaws of the Corporation and
   applicable law to be furnished in an annual report to the stockholders of the
   Corporation.

7. EFFECTIVENESS OF PLAN; EXPIRATION

   Subject to approval by the stockholders of the  Corporation,  this Plan shall
   be deemed effective as of the date it is adopted by the Board. The Plan shall
   expire on March 1, 2010, but such expiration shall not affect the validity of
   outstanding Options.

8. AMENDMENT AND TERMINATION OF THE PLAN

   The Board may,  insofar as permitted by law, from time to time,  with respect
   to any shares at the time not subject to Options,  suspend or  terminate  the
   Plan or revise or amend it in any respect whatsoever, except that without the
   approval  of the  stockholders  of  the  Corporation,  no  such  revision  or
   amendment  shall (i) increase the number of shares subject to the Plan,  (ii)
   decrease the price at which Options may be granted, (iii) materially increase
   the benefits to  Optionees,  or (iv) change the class of persons  eligible to
   receive  Options  under this Plan;  provided,  however,  no such action shall
   alter or impair the rights and obligations under any Option outstanding as of
   the date thereof without the written consent of the Optionee  thereunder.  No
   Option may be granted while the Plan is suspended or after it is  terminated,
   but the rights and obligations  under any Option granted while the Plan is in
   effect shall not be impaired by suspension or termination of the Plan.

9. INDEMNIFICATION OF BOARD

   In  addition  to such other  rights or  indemnifications  as they may have as
   directors or  otherwise,  and to the extent  allowed by  applicable  law, the
   members  of  the  Board  and  the  Committee  shall  be  indemnified  by  the
   Corporation  against the  reasonable  expenses,  including  attorneys'  fees,
   actually  and  necessarily  incurred  in  connection  with the defense of any
   claim, action, suit or proceeding,  or in connection with any appeal thereof,
   to which they or any of them may be a party by reason of any action taken, or
   failure to act,  under or in connection  with the Plan or any Option  granted
   thereunder,  and  against  all  amounts  paid by them in  settlement  thereof
   (provided such settlement is approved by independent  legal counsel  selected
   by the Corporation) or paid by them in satisfaction of a judgment in any such
   claim, action, suit or proceeding,  except in any case in relation to matters
   as to which it shall be adjudged in such claim,  action,  suit or  proceeding
   that  such  Board  member is  liable  for  negligence  or  misconduct  in the
   performance of his or her duties;  provided that within sixty (60) days after
   institution of any such action,  suit or Board proceeding the member involved
   shall offer the Corporation, in writing, the opportunity, at its own expense,
   to handle and defend the same.

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10. APPLICATION OF FUNDS

   The  proceeds  received  by the  Corporation  from the sale of  common  stock
   pursuant  to the  exercise  of  Options  will be used for  general  corporate
   purposes.

11. NO OBLIGATION TO EXERCISE OPTION

   The  granting of an Option shall  impose no  obligation  upon the Optionee to
   exercise such Option.

12. NOTICES

   All notice,  requests,  demand, and other  communications  pursuant this Plan
   shall be in  writing  and shall be deemed to have been duly given on the date
   of service if served  personally  on the party to whom notice is to be given,
   or on the third day following the mailing thereof to the party to whom notice
   is to be  given,  by first  class  mail,  registered  or  certified,  postage
   prepaid.

13. FINANCIAL STATEMENTS

   Optionees  under  this  Plan  shall  receive  financial  statements  annually
   regarding the Corporation during the period the options are outstanding.  The
   financial  statements provided need not comply with Title 10, Section 260.613
   of the Nevada Code of Regulations.


                                    * * * * *

The foregoing  Incentive and Nonstatutory Stock Option Plan was duly adopted and
approved by the Board of Directors on May 05, 2003.


                                             /s/ Patricia Robinson
                                             -------------------------------
                                             Patricia Robinson, Secretary

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