2003 Non-Qualified Stock Option Plan


    
       

       

      EXHIBIT
        10.1

       

       

      AMERICHIP
        INTERNATIONAL, INC. 

       

      AMENDED
        AND RESTATED

       

      2003
        NONQUALIFIED STOCK OPTION PLAN 

       

      ARTICLE
        I

      Purpose
        of Plan 

       

      This
        AMENDED AND RESTATED 2003 NONQUALIFIED STOCK OPTION PLAN (the "Plan") of
        AMERICHIP INTERNATIONAL, INC. (the "Company") for persons employed or associated
        with the Company, including without limitation any employee, director, general
        partner, officer, attorney, accountant, consultant or advisor, is intended
        to
        advance the best interests of the Company by providing additional incentive
        to
        those persons who have a substantial responsibility for its management, affairs,
        and growth by increasing their proprietary interest in the success of the
        Company, thereby encouraging them to maintain their relationships with the
        Company. Further, the availability and offering of Stock Options under the
        Plan
        supports and increases the Company's ability to attract, engage and retain
        individuals of exceptional talent upon whom, in large measure, the sustained
        progress growth and profitability of the Company for the shareholders depends.
        

       

      ARTICLE
        II 

      Definitions
        

       

      For
        Plan purposes, except where the context might clearly indicate otherwise,
        the
        following terms shall have the meanings set forth below: 

       

      "Board"
        shall mean the Board of Directors of the Company.

       

      "Code"
        shall mean the Internal Revenue Code of 1986, as amended, and the rules and
        regulations promulgated thereunder.

       

      "Committee"
        shall mean the Compensation Committee, or such other committee appointed
        by the
        Board, which shall be designated by the Board to administer the Plan. The
        Committee shall be composed of one or more persons as from time to time are
        appointed to serve by the Board and may be members of the Board or in the
        alternative, the Plan may be administered by the entire Board. 

       

      "Common
        Shares" shall mean the Company's Common Shares $0.001 par value per share,
        or,
        in the event that the outstanding Common Shares are hereafter changed into
        or
        exchanged for different shares or securities of the Company, such other shares
        or securities.

       

      "Company"
        shall mean AMERICHIP INTERNATIONAL, INC., a Nevada corporation, and any parent
        or subsidiary corporation of AMERICHIP INTERNATIONAL, INC., as such terms
        are
        defined in Section 425(e) and 425(f), respectively of the Code. 

       

      "Optionee"
        shall mean any person employed or associated with the affairs of the Company
        who
        has been granted one or more Stock Options under the Plan.

       

      "Stock
        Option" or "NQSO" shall mean a stock option granted pursuant to the terms
        of the
        Plan.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Stock
        Option Agreement" shall mean the agreement between the Company and the Optionee
        under which the Optionee may purchase Common Shares hereunder. 

       

      ARTICLE
        III

      Administration
        of the Plan 

       

      1.
          The Committee or Board shall administer the plan and accordingly,
        it
        shall have full power to grant Stock Options, construe and interpret the
        Plan,
        establish rules and regulations and perform all other acts, including the
        delegation of administrative responsibilities, it believes reasonable and
        proper. 

       

      2.
          The determination of those eligible to receive Stock Options, and
        the
        amount, price, type and timing of each Stock Option and the terms and conditions
        of the respective stock option agreements shall rest in the sole discretion
        of
        the Committee, subject to the provisions of the Plan. 

       

      3.
          The Committee or Board may cancel any Stock Options awarded under
        the
        Plan if an Optionee conducts himself in a manner which the Committee determines
        to be contrary to the best interest of the Company and its shareholders as
        set
        forth more fully in paragraph 8 of Article X of the Plan.

       

      4.
          The Board or the Committee may correct any defect, supply any omission
        or
        reconcile any inconsistency in the Plan or in any granted Stock Option, in
        the
        manner and to the extent it shall deem necessary to carry it into effect.
        

       

      5.
          Any decision made, or action taken, by the Committee or the Board
        arising
        out or in connection with the interpretation and administration of the Plan
        shall be final and conclusive. 

       

      6.
          Meetings of the Committee shall be held at such times and places
        as shall
        be determined by the Committee. A majority of the members of the Committee
        shall
        constitute a quorum for the transaction of business, and the vote of a majority
        of those members present at any meeting shall decide any question brought
        before
        that meeting. In addition, the Company may take any action otherwise proper
        under the Plan by the affirmative vote, taken without a meeting, of a majority
        of its members. 

       

      7.
          No member of the Committee shall be liable for any act or omission
        of any
        other member of the Committee or for any act or omission on his own part,
        including, but not limited to, the exercise of any power or discretion given
        to
        him under the Plan except those resulting form his own gross negligence or
        willful misconduct.

       

      8.
          The Company, through its management, shall supply full and timely
        information to the Committee on all matters relating to the eligibility of
        Optionees, their duties and performance, and current information on any
        Optionee's death, retirement, disability or other termination of association
        with the Company, and such other pertinent information as the Committee may
        require. The Company shall furnish the Committee with such clerical and other
        assistance as is necessary in the performance of its duties hereunder.


       

      ARTICLE
        IV 

      Shares
        Subject to the Plan 

       

      1.
          The total number of shares of the Company available for grants of
        Stock
        Options under the Plan shall be 115,000,000 Common Shares, subject to adjustment
        as herein provided, which shares may be either authorized but unissued or
        reacquired Common Shares of the Company.

       

      2.
          If a Stock Option or portion thereof shall expire or terminate for
        any
        reason without having been exercised in full, the unpurchased shares covered
        by
        such NQSO shall be available for future grants of Stock Options.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        V 

      Stock
        Option Terms and Conditions 

       

      1.
          Consistent with the Plan's purpose, Stock Options may be granted
        to any
        person who is performing or who has been engaged to perform services relating
        to
        the operation, development and growth of the Company.

       

      2.
          Determination of the option price per share for any stock option
        issues
        hereunder shall rest in the sole and unfettered discretion of the Committee.
        

       

      3.
          All Stock Options granted under the Plan shall be evidenced by agreements
        which shall be subject to applicable provisions of the Plan, and such other
        provisions as the Committee may adopt, including the provisions set forth
        in
        paragraphs 2 through 11 of this Article V.

       

      4.
          All Stock Options granted hereunder must be granted within ten years
        from
        the date this Plan is adopted. 

       

      5.
          No Stock Option granted hereunder shall be exercisable after the
        expiration of ten years from the date such NQSO is granted. The Committee,
        in
        its discretion, may provide that an option shall be exercisable during such
        ten
        year period or during any lesser period of time. The Committee may establish
        installment exercise terms for a Stock Option such that the NQSO becomes
        fully
        exercisable in a series of cumulating portions. If an Optionee shall not,
        in any
        given installment period, purchase all the Common Shares which such Optionee
        is
        entitled to purchase within such installment period, such Optionee's right
        to
        purchase any Common Shares not purchased in such installment period shall
        continue until the expiration or sooner termination of such NQSO. The Committee
        may also accelerate the exercise of any NQSO. 

       

      6.
          A Stock Option, or portion thereof, shall be exercised by deliver
        of (i)
        a written notice of exercise to the Company specifying the number of Common
        Shares to be purchased, and (ii) payment of the full exercise price of such
        Common Shares, as fully set forth in paragraph 7 of this Article V. The payment
        of the exercise price may be offset against a debt owed by the Company to
        the
        Optionee.   No NQSO or installment thereof shall be reusable except
        with
        respect to whole shares, and fractional share interests shall be disregarded.
        Not less than 100 Common Shares may be purchased at one time unless the number
        purchased is the total number at the time available for purchase under the
        NQSO.
        Until the Common Shares represented by an exercised NQSO are issued to an
        Optionee, he shall have none of the rights of a shareholder.

       

      7.
          The exercise price of a Stock Option, or portion thereof, may be
        paid:


       

      A.
          In United States dollars, in cash or by cashier's check, certified
        check,
        bank draft or money order, payable to the order of the Company in an amount
        equal to the option price or offset against an existing debt owed by the
        Company
        to the Optionee; or,     

       

      B.
          At the discretion of the Committee, through the delivery of fully
        paid
        and nonassessable Common Shares, with an aggregate fair market value (determined
        as the average of the highest and lowest reported sales prices on the Common
        Shares as of the date of exercise of the NQSO, as reported by such responsible
        reporting service as the Committee may select, or if there were not transactions
        in the Common Shares on such day, then the last preceding day on which
        transactions took place), as of the date of the NQSO exercise equal to the
        option price, provided such tendered shares, or any derivative security
        resulting in the issuance of Common Shares, have been owned by he Optionee
        for
        at least 30 days prior to such exercise; or, 

       

      C.
          By a combination of both A and B above. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      8.
          The Committee shall determine acceptable methods for tendering Common
        Shares as payment upon exercise of a Stock Option and may impose such
        limitations and prohibitions on the use of Common Shares to exercise an NQSO
        as
        it deems appropriate. 

       

      9.
          With the Optionee's consent, the Committee may cancel any Stock
        Option
        issued under this Plan and issue a new NQSO to such Optionee. 

       

      10.
          Except by will, the laws of descent and distribution, or with the
        written
        consent of the Committee, no right or interest in any Stock Option granted
        under
        the Plan shall be assignable or transferable, and no right or interest of
        any
        Optionee shall be liable for, or subject to, any lien, obligation or liability
        of the Optionee. Upon petition to, and thereafter with the written consent
        of
        the Committee, an Optionee may assign or transfer all or a portion of the
        Optionee's rights and interest in any stock option granted hereunder. Stock
        Options shall be exercisable during the Optionee's lifetime only by the Optionee
        or assignees, or the duly appointed legal representative of an incompetent
        Optionee, including following an assignment consented to by the Committee
        herein. 

       

      11.
          No NQSO shall be exercisable while there is outstanding any other
        NQSO
        which was granted to the Optionee before the grant of such option under the
        Plan
        or any other plan which gives the right to the Optionee to purchase stock
        in the
        Company or in a corporation which is a parent corporation (as defined in
        Section
        425(e) of the Code) of the Company, or any predecessor corporation of any
        of
        such corporations at the time of the grant. An NQSO shall be treated as
        outstanding until it is either exercised in full or expires by reason of
        lapse
        of time. 

       

      12.
        Any Optionee who disposes of Common Shares acquired on the exercise of a
        NQSO by
        sale or exchange either (i) within two years after the date of the grant
        of the
        NQSO under which the stock was acquired, or (ii) within one year after the
        acquisition of such Shares, shall notify the Company of such disposition
        and of
        the amount realized upon such disposition. The transfer of Common Shares
        may
        also be restricted by applicable provisions of the Securities Act of 1933,
        as
        amended.

       

      ARTICLE
        VI

      Adjustments
        or Changes in Capitalization 

       

      1.
          In the event that the outstanding Common Shares of the Company are
        hereafter changed into or exchanged for a different number of kinds of shares
        or
        other securities of the Company by reason of merger, consolidation, other
        reorganization, recapitalization, reclassification, combination of shares,
        stock
        split-up or stock dividend:

       

      A.
          Prompt, proportionate, equitable, lawful and adequate adjustment
        shall be
        made of the aggregate number and kind of shares subject to Stock Options
        which
        may be granted under the Plan, such that the Optionee shall have the right
        to
        purchase such Common Shares as may be issued in exchange for the Common Shares
        purchasable on exercise of the NQSO had such merger, consolidation, other
        reorganization, recapitalization, reclassification, combination of shares,
        stock
        split-up or stock dividend not taken place;

       

      B.
          Rights under unexercised Stock Options or portions thereof granted
        prior
        to any such change, both as to the number or kind of shares and the exercise
        price per share, shall be adjusted appropriately, provided that such adjustments
        shall be made without change in the total exercise price applicable to the
        unexercised portion of such NQSO's but by an adjustment in the price for
        each
        share covered by such NQSO's; or, 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      C.
          Upon any dissolution or liquidation of the Company or any merger
        or
        combination in which the Company is not a surviving corporation, each
        outstanding Stock Option granted hereunder shall terminate, but the Optionee
        shall have the right, immediately prior to such dissolution, liquidation,
        merger
        or combination, to exercise his NQSO in whole or in part, to the extent that
        it
        shall not have been exercised, without regard to any installment exercise
        provisions in such NQSO. 

       

      2.
          The foregoing adjustment and the manner of application of the foregoing
        provisions shall be determined solely by the Committee, whose determination
        as
        to what adjustments shall be made and the extent thereof, shall be final,
        binding and conclusive. No fractional Shares shall be issued under the Plan
        on
        account of any such adjustments.   

       

      ARTICLE
        VII

      Merger,
        Consolidation or Tender Offer 

       

      1.
          If the Company shall be a party to a binding agreement to any merger,
        consolidation or reorganization or sale of substantially all the assets of
        the
        Company, each outstanding Stock Option shall pertain and apply to the securities
        and/or property which a shareholder of the number of Common Shares of the
        Company subject to the NQSO would be entitled to receive pursuant to such
        merger, consolidation or reorganization or sale of assets.

       

      2.
          In the event that: 

       

      A.
          Any person other than the Company shall acquire more than 20% of
        the
        Common Shares of the Company through a tender offer, exchange offer or
        otherwise; 

       

      B.
          A change in the "control" of the Company occurs, as such term is
        defined
        in Rule 405 under the Securities Act of 1933; 

       

      C.
          There shall be a sale of all or substantially all of the assets
        of the
        Company; any then outstanding Stock Option held by an Optionee, who is deemed
        by
        the Committee to be a statutory officer ("insider") for purposes of Section
        16
        of the Securities Exchange Act of 1934 shall be entitled to receive, subject
        to
        any action by the Committee revoking such an entitlement as provided for
        below,
        in lieu of exercise of such Stock Option, to the extent that it is then
        exercisable, a cash payment in an amount equal to the difference between
        the
        aggregate exercise price of such NQSO, or portion thereof, and, (i) in the
        event
        of an offer or similar event, the final offer price per share paid for Common
        Shares, or such lower price as the Committee may determine to conform an
        option
        to preserve its Stock Option status, times the number of Common Shares covered
        by the NQSO or portion thereof, or (ii) in the case of an event covered by
        B or
        C above, the aggregate fair market value of the Common Shares covered b y
        the
        Stock Option, as determined by the Committee at such time. 

       

      3.
          Any payment which the Company is required to make pursuant to paragraph
        2
        of this Article VII, shall be made within 15 business days, following the
        event
        which results in the Optionee's right to such payment. In the event of a
        tender
        offer in which fewer than all the shares which are validity tendered in
        compliance with such offer are purchased or exchanged, then only that portion
        of
        the shares covered by an NQSO as results from multiplying such shares by
        a
        fraction, the numerator of which is the number of Common Shares acquired
        purchase to the offer and the denominator of which is the number of Common
        Shares tendered in compliance with such offer, shall be used to determine
        the
        payment thereupon. To the extent that all or any portion of a Stock Option
        shall
        be affected by this provision, all or such portion of the NQSO shall be
        terminated.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4.
          Notwithstanding paragraphs 1 and 3 of this Article VII, the Company
        may,
        by unanimous vote and resolution, unilaterally revoke the benefits of the
        above
        provisions; provided, however, that such vote is taken no later than ten
        business days following public announcement of the intent of an offer of
        the
        change of control, whichever occurs earlier. 

       

      ARTICLE
        VIII 

      Amendment
        and Termination of Plan 

       

      1.
          The Board may at any time, and from time to time, suspend or terminate
        the Plan in whole or in part or amend it from time to time in such respects
        as
        the Board may deem appropriate and in the best interest of the Company.


       

      2.
          No amendment, suspension or termination of this Plan shall, without
        the
        Optionee's consent, alter or impair any of the rights or obligations under
        any
        Stock Option theretofore granted to him under the Plan.

       

      3.
          The Board may amend the Plan, subject to the limitations cited above,
        in
        such manner as it deems necessary to permit the granting of Stock Options
        meeting the requirements of future amendments or issued regulations, if any,
        to
        the Code. 

       

      4.
          No NQSO may be granted during any suspension of the Plan or after
        termination of the Plan. 

       

      ARTICLE
        IX 

      Government
        and Other Regulations 

       

      The
        obligation of the Company to issue, transfer and deliver Common Shares for
        Stock
        Options exercised under the Plan shall be subject to all applicable laws,
        regulations, rules, orders and approval which shall then be in effect and
        required by the relevant stock exchanges on which the Common Shares are traded
        and by government entities as set forth below or as the Committee in its
        sole
        discretion shall deem necessary or advisable. Specifically, in connection
        with
        the Securities Act of 1933, as amended, upon exercise of any Stock Option,
        the
        Company shall not be required to issue Common Shares unless the Committee
        has
        received evidence satisfactory to it to the effect that the Optionee will
        not
        transfer such shares except pursuant to a registration statement in effect
        under
        such Act or unless an opinion of counsel satisfactory to the Company has
        been
        received by the Company to the effect that such registration is not required.
        Any determination in this connection by the Committee shall be final, binding
        and conclusive. The Company may, but shall in no event be obligated to take
        any
        other affirmative action in order to cause the exercise of a Stock Option
        or the
        issuance of Common Shares purchase thereto to comply with any law or regulation
        of any government authority. 

       

      ARTICLE
        X 

      Miscellaneous
        Provisions 

       

      1.
          No person shall have any claim or right to be granted a Stock Option
        under the Plan, and the grant of an NQSO under the Plan shall not be construed
        as giving an Optionee the right to be retained by the Company. Furthermore,
        the
        Company expressly reserves the right at any time to terminate its relationship
        with an Optionee with or without cause, free from any liability, or any claim
        under the Plan, except as provided herein, in an option agreement, or in
        any
        agreement between the Company and the Optionee. 

       

      2.
          Any expenses of administering this Plan shall be borne by the
        Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.
          The payment received from Optionee from the exercise of Stock Options
        under the Plan shall be used for the general corporate purposes of the
        Company.

       

      4.
          The place of administration of the Plan shall be in the state of
        Nevada,
        and the validity, contraction, interpretation, administration and effect
        of the
        Plan and its rules and regulations, and rights relating to the Plan, shall
        be
        determined solely in accordance with the laws of the state of
        Nevada.

       

      5.
          Without amending the Plan, grants may be made to persons who are
        foreign
        nationals or employed outside the United States, or both, on such terms and
        conditions, consistent with the Plan's purpose, different from those specified
        in the Plan as may, in the judgment of the Committee, be necessary or desirable
        to create equitable opportunities given differences in tax laws in other
        countries.

       

      6.
          In addition to such other rights of indemnification as they may
        have as
        members of the Board or Committee, the members of the Committee shall be
        indemnified by the Company against all costs and expenses reasonably incurred
        by
        them in connection with any action, suite or proceeding to which they or
        any of
        them may be party by reason of any action taken or failure to act under or
        in
        connection with the Plan or any Stock Option granted thereunder, an against
        all
        amount paid by them in settlement thereof (provided such settlement is approved
        by independent legal counsel selected by the Company) or paid by them in
        satisfaction of a judgment in any such action, suit or proceeding, except
        a
        judgment based upon a finding of bad faith; provided that upon the institution
        of any such action, suit or proceeding a Committee member shall in writing,
        give
        the Company notice thereof and an opportunity, at its own expense, to handle
        and
        defend the same before such Committee member undertakes to handle and defend
        it
        on his own behalf.

       

      7.
          Stock Options may be granted under this Plan form time to time,
        in
        substitution for stock options held by employees of other corporations who
        are
        about to become employees of the Company as the result of a merger or
        consolidation of the employing corporation with the Company or the acquisition
        by the Company of the assets of the employing corporation or the acquisition
        by
        the Company of stock of the employing corporation as a result of which it
        become
        a subsidiary of the Company. The terms and conditions of such substitute
        stock
        options so granted my vary from the terms and conditions set forth in this
        Plan
        to such extent as the Board of Director of the Company at the time of grant
        may
        deem appropriate to conform, in whole or in part, to the provisions of the
        stock
        options in substitution for which they are granted, but no such variations
        shall
        be such as to affect the status of any such substitute stock options as a
        stock
        option under Section 422A of the Code.

       

      8.
          Notwithstanding anything to the contrary in the Plan, if the Committee
        finds by a majority vote, after full consideration of the facts presented
        on
        behalf of both the Company the Optionee, that the Optionee has been engaged
        in
        fraud, embezzlement, theft, commission of a felony or proven dishonesty in
        the
        course of his association with the Company or any subsidiary corporation
        which
        damaged the Company or any subsidiary corporation, or for disclosing trade
        secrets of the Company or any subsidiary corporation, the Optionee shall
        forfeit
        all unexercised Stock Options and all exercised NQSO's under which the Company
        has not yet delivered the certificates and which have been earlier granted
        the
        Optionee by the Committee. The decision of the Committee as to the case of
        an
        Optionee's discharge and the damage done to the Company shall be final. No
        decision of the Committee, however, shall affect the finality of the discharge
        of such Optionee by the Company or any subsidiary corporation in any manner.
        Further, if Optionee voluntarily terminates employment with the Company,
        the
        Optionee shall forfeit all unexercised stock options.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        XI

      Written
        Agreement

       

      Each
        Stock Option granted hereunder shall be embodied in a written Stock Option
        Agreement which shall be subject to the terms and conditions prescribed above
        and shall be signed by the Optionee and by the President or any Vice President
        of the Company, for and in the name and on behalf of the Company. Such Stock
        Option Agreement shall contain such other provisions as the Committee, in
        its
        discretion shall deem advisable. 

       

      ARTICLE
        XII 

      Effective
        Date 

       

      This
        Plan shall become unconditionally effective as of the effective date of approval
        of the Plan by the Board of Directors of the Company. No Stock Option may
        be
        granted later than ten (10) years from the effective date of the Plan; provided,
        however, that the Plan and all outstanding Stock Options shall remain in
        effect
        until such NQSO's have expired or until such options are cancelled.


       

      
        	
                Number
                  of Shares: _______________

              	
                Date
                  of Grant: _______________    
                  

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NONQUALIFIED
        STOCK OPTION AGREEMENT 

       

       

      AGREEMENT
        made this _____ day of __________________, 20____, between
        ____________________________ (the "Optionee"), and AMERICHIP INTERNATIONAL
        INC.,
        a Nevada corporation (the "Company").

       

      1.
          Grant of Option. The Company, pursuant to the provisions of the
        AMERICHIP
        INTERNATIONAL, INC. AMENDED AND RESTATED 2003 Nonqualified Stock Option Plan
        (the "2003 Plan"), set forth as Attachment A hereto, hereby grants to the
        Optionee, subject to the terms and conditions set forth or incorporated herein,
        an Option and Purchase from the Company all or any part of an aggregate of
        _______________ Common Shares, as such Common Shares are now constituted,
        at the
        purchase price of $_______________ per share. The provisions of the 2003
        Plan
        governing the terms and conditions of the Option granted hereby are incorporated
        in full herein by reference. 

       

      2.
          Exercise. The Option evidenced hereby shall be exercisable in whole
        or in
        part (but only in multiples of 100 Shares unless such exercise is as to the
        remaining balance of this Option) on or after __________________, 20___ and
        on
        or before _________________, 20___, provided that the cumulative number of
        Common Shares as to which this Option may be exercised (except as provided
        in
        paragraph 1 of Article VI of this 2003 Plan) shall not exceed the following
        amounts:   

       

      
        	
                Cumulative
                  Number of Shares

              	
                Prior
                  to Date (Not Inclusive of)

              


      

       

      The
        Option evidenced hereby shall be exercisable by the deliver to and receipt
        by
        the Company of (i) a written notice of election to exercise, in the form
        set
        forth in Attachment B hereto, specifying the number of shares to be purchased;
        (ii) accompanied by payment of the full purchase price thereof in case or
        certified check payable to the order of the Company, or by fully-paid and
        nonassessable Common Shares of the Company properly endorsed over to the
        Company, or by a combination thereof; and, (iii) by return of this Stock
        Option
        Agreement for endorsement of exercise by the Company on Schedule I hereof.
        In
        the event fully paid and nonassessable Common Shares are submitted as whole
        or
        partial payment for Shares to be purchased hereunder, such Common Shares
        will be
        valued at their Fair Market Value (as defined in the 2003 Plan) on the date
        such
        Shares are received by the Company and applied to payment of the exercise
        price.


       

      3.
          Transferability. The Option evidenced hereby is NOT assignable or
        transferable by the Optionee other than by the Optionee's will, by the laws
        of
        descent and distribution, as provided in paragraph 9 of Article V of the
        2003
        Plan. The Option shall be exercisable only by the Optionee during his lifetime.
        

       

      
        	 	 	 
	 	
                AMERICHIP
                  INTERNATIONAL, INC.

              
	 
 	 
 	 
 
	 	
                BY:  

              	 
	 	
                

              
	 	
                Marc
                  Walther, Chief Executive
                  Officer

              


      

       

      
        	
                ATTEST:
                  

              
	 
	
                ________________________________________
                  

              
	
                Secretary
                  

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Optionee
        hereby acknowledges receipt of a copy of the 2003 Plan, attached hereto and
        accepts this Option subject to each and every term and provision of such
        Plan.
        Optionee hereby agrees to accept as binding, conclusive and final, all decisions
        or interpretations of the Compensation Committee of the Board of Directors
        administering the 2003 Plan on any questions arising under such Plan. Optionee
        recognizes that if Optionee's employment with the Company or any subsidiary
        thereof shall be terminated with cause, or by the Optionee, all of the
        Optionee's rights hereunder shall thereupon terminate; and that, pursuant
        to
        paragraph 10 of Article V of the 2003 Plan, this Option may not be exercised
        while there is outstanding to Optionee any unexercised Stock Option, granted
        to
        Optionee before the date of grant of this Option, to purchase Common Shares
        of
        the Company or any parent or subsidiary thereof. 

       

      Dated:
        _________________________________ 

       

      
        	 	 
	 	
                ___________________________________
                  

              
	
                 

              	
                Optionee
                  

              
	 	 
	
                 

              	
                ___________________________________
                  

              
	
                 

              	
                Type
                  or Print Name 

              
	 	 
	
                 

              	
                ___________________________________

              
	
                 

              	
                Address
                  

              
	 	 
	
                 

              	
                ___________________________________
                  

              
	
                 

              	
                Social
                  Security No.

              


      

       

      Date:

       

      Secretary,

      AMERICHIP
        INTERNATIONAL, INC. 

      9282
        General Drive, Ste 100, Plymouth MI 48107

       

      Dear
        Sir: 

       

      In
        accordance with paragraph 2 of the Nonqualified Stock Option Agreement
        evidencing the Option granted to me on _____________________ under the AMERICHIP
        INTERNATIONAL, INC. AMENDED AND RESTATED 2003 Nonqualified Stock Option Plan,
        I
        hereby elect to exercise this Option to the extent of __________________
        Common
        Shares. 

       

      Enclosed
        are (i) Certificate(s) No.(s) ____________________ representing fully-paid
        common shares of AMERICHIP INTERNATIONAL, INC. endorsed to the Company with
        signature guaranteed, and/or a certified check payable to the order of AMERICHIP
        INTERNATIONAL, INC. in the amount of $_______________ as the balance of the
        purchase price of $______________ for the Shares which I have elected to
        purchase and (ii) the original Stock Option Agreement for endorsement by
        the
        Company as to exercise on Schedule I thereof. I acknowledge that the Common
        Shares (if any) submitted as part payment for the exercise price due hereunder
        will be valued by the Company at their Fair Market Value (as defined in the
        2003
        Plan) on the date this Option exercise is effected by the Company. In the
        event
        I hereafter sell any Common Shares issued pursuant to this

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      option
        exercise within one year from the date of exercise or within two years after
        the
        date of grant of this Option, I agree to notify the Company promptly of the
        amount of taxable compensation realized by me by reason of such sale for
        federal
        income tax purposes. 

       

      When
        the certificate for Common Shares which I have elected to purchase has been
        issued, please deliver it to me, along with my endorsed Stock Option Agreement
        in the event there remains an unexercised balance of Shares under the Option,
        at
        the following address:

       

      Include
        Optionee's address here.            
           
            

       

       

       

       

       

      
        	
                 

              	
                _________________________________
                  

              
	
                 

              	
                Signature
                  of Optionee 

              
	 	 
	
                 

              	
                __________________________________
                  

              
	
                 

              	
                Type
                  or Print Name