EXHIBIT 10.2

                                 NS8 CORPORATION
                             2004 STOCK OPTION PLAN

                                     PURPOSE

     The  purposes  of this 2004 Stock Option Plan are to attract and retain the
best available personnel for positions of substantial responsibility, to provide
additional  incentive  to  certain individuals providing services to the Company
and its Subsidiaries, and to promote the success of the Company's businesses and
thereby  enhance  long-term  shareholder  value.  Options granted under the Plan
shall  be  nonqualified  stock  options.

                                   DEFINITIONS

     As  used  herein,  the  following  definitions  shall  apply:

     "ADMINISTRATOR"

      means  the  Committee  or,  if  there  is  no  Committee, the Board.  If a
Committee  has  been designated but its authority has been limited by the Board,
any responsibilities of the Administrator not assigned to the Committee shall be
retained  by  the  Board.

     "AFFILIATE"

      means  (a)  any  entity  that,  directly or indirectly through one or more
intermediaries,  is  controlled  by  the Company and (b) any entity in which the
Company  has  a  significant  equity interest, in each case as determined by the
Committee,  and  may  include  a  Parent  or  Subsidiary.

     "APPLICABLE  LAWS"

      means  all U.S. and Canadian legal requirements relating to stock options,
including  U.S.  state  corporate  laws, U.S. federal and state securities laws,
Canadian  provincial securities laws, the Code, Canadian tax laws, and the rules
of  any  applicable  Stock  Exchange.

     "BOARD"

      means  the  Board  of  Directors  of  the  Company.

     "CAUSE"

      means  willful  misconduct  with  respect  to,  or that is harmful to, the
Company  or  any  of  its  Affiliates including, without limitation, dishonesty,
fraud,  unauthorized  use  or  disclosure  of  confidential information or trade
secrets  or  other  misconduct  (including, without limitation, conviction for a
felony),  in  each  case  as  reasonably  determined  by  the  Administrator.


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     "CHANGE  IN  CONTROL"

      shall  mean  any  of  the  following:

     the  acquisition of securities of the Company representing more than 50% of
the  combined  voting  power of the Company's then outstanding securities by any
person  or  group of persons, except a Permitted Shareholder (as defined below),
acting  in concert.  A "Permitted Shareholder" means a holder, as of the date of
adoption  of  this  Plan,  of  voting  capital  stock  of  the  Company;

a  consolidation  or  merger  of  the  Company  in  which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company's
outstanding capital stock are converted into cash, securities or other property,
other  than  a  consolidation  or  merger  of the Company in which the Company's
shareholders  immediately  prior  to  the  consolidation or merger have the same
proportionate  ownership  of  voting  capital stock of the surviving corporation
immediately  after  the  consolidation  or  merger;

the  sale,  transfer  or  other  disposition  of all or substantially all of the
assets  of  the  Company;  or

in  the  event that the shares of voting capital stock of the Company are traded
on  an established securities market:  a public announcement that any person has
acquired  or  has the right to acquire beneficial ownership of securities of the
Company representing more than 50% of the combined voting power of the Company's
then  outstanding  securities,  and  for  this  purpose  the  terms "person" and
"beneficial  ownership" shall have the meanings provided in Section 13(d) of the
Exchange  Act  or  related  rules  promulgated  by  the  Securities and Exchange
Commission;  or  the  commencement  of or public announcement of an intention to
make a tender offer or exchange offer for securities of the Company representing
more  than  50%  of  the combined voting power of the Company's then outstanding
securities.

     "CODE"

      means  the  Internal  Revenue  Code  of  1986,  as  amended.

     "COMMITTEE"

      means  a  committee of directors designated by the Board to administer the
Plan.  At  any time that either Rule 16b-3 or Code Section 162(m) applies to the
Company,  the  Committee  shall  be  comprised  of  not less than such number of
directors  as  shall  be  required  to  permit Options granted under the Plan to
qualify  under Rule 16b-3, and each member of the Committee shall be an "outside
director"  within  the  meaning  of  Section  162(m)  of  the  Code.

     "COMMON  STOCK"

      means  the  common  stock  of  the  Company.

     "COMPANY"


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      means  NS8  Corporation,  a  Delaware  corporation.

     "CONSULTANT"

      means  any person, including an advisor or director, who is engaged by the
Company or any Affiliate, Parent or Subsidiary to render services and who is not
an Employee and to whom stock options may be granted pursuant to Applicable Law.

     "CONTINUOUS  STATUS  AS  AN  EMPLOYEE  OR  CONSULTANT"

      means  the  absence  of  any  interruption or termination of service as an
Employee  or  Consultant.  Continuous  Status as an Employee or Consultant shall
not be considered interrupted in the case of:  (a) sick leave, military leave or
any  other  leave  of  absence approved by the Administrator, provided that such
leave  is  for  a period of not more than ninety (90) days, unless re-employment
upon  the  expiration  of  such  leave  is guaranteed by contract or statute, or
unless  provided otherwise pursuant to Company policy adopted from time to time;
(b)  transfers  between  locations  of  the  Company or between the Company, its
Affiliates  or  their  respective  successors; or (c) a change in status from an
Employee  to  a  Consultant  or  from  a  Consultant  to  an  Employee.

     "DISABILITY"

      means permanent and total disability as defined in [Code section 22(e)(3)]
[program?].

     "EMPLOYEE"

      means  any  person,  including  officers  and  directors  (who  meet  the
requirements  of  this  Section),  employed  by  the  Company  or  any Parent or
Subsidiary  of  the Company, with the status of employment determined based upon
such  minimum  number  of  hours or periods worked as shall be determined by the
Administrator  in  its discretion, subject to any requirements of the Code.  The
payment  of  a  director's  fee  by the Company to a director shall not alone be
sufficient  to  constitute  "employment"  of  such  director  by  the  Company.

     "EXCHANGE  ACT"

      means  the  Securities  Exchange  Act  of  1934,  as  amended.

     "FAIR  MARKET  VALUE"

      means,  as  of any date, the price at which fully informed prudent parties
would  engage  in  a purchase and sale transaction if neither of them were under
any  compulsion to buy or sell, as determined in good faith by the Administrator
taking  into  account,  to  the  extent relevant and instructive, the following:

     if  the  Common  Stock  is  listed  on  any established stock exchange or a
national  market  system,  including  without limitation the Nasdaq Stock Market
Inc. ("Nasdaq"), the weighted average of the closing sales prices for such stock
(or  the  closing  bid,  if  no sales were reported) as quoted on such system or
exchange,  or,  if there is more than one such system or exchange, the system or
exchange  with  the  greatest volume of trading in Common Stock for the ten (10)


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market  trading days prior to the time of determination, as reported in The Wall
Street  Journal  or  such  other  source as the Administrator deems reliable; or

if the Common Stock is quoted on the OTC Bulletin Board or regularly quoted by a
recognized  securities  dealer but selling prices are not reported, the weighted
average  of  the  mean  between the high bid and low asked prices for the Common
Stock  for  the  for  the  ten  (10)  market  trading  days prior to the time of
determination,  as  reported  in The Wall Street Journal or such other source as
the  Administrator  deems  reliable.

     "GOOD  REASON"

      means  the occurrence of any of the following events or conditions without
the  Optionee's  consent:

     a  change  in  the  Optionee's  status, title, position or responsibilities
(including  reporting  responsibilities) that represents a substantial reduction
in  the  status,  title,  position  or responsibilities as in effect immediately
prior  thereto,  and  which  is  not  remedied  promptly after receipt of notice
thereof  from  the  Optionee;

a  significant  reduction  (i.e.  a reduction of at least 20%) in the Optionee's
annual  base salary that is not part of a Company-wide reduction of salaries; or

the  Company  requiring the Optionee to be based at any place outside a 200-mile
radius  of  his  or her place of employment prior to a Change in Control, except
for  reasonably required travel on the Company's business that is not materially
greater  than  such  travel  requirements  prior  to  the  Change  in  Control.

     "OPTION"

      means  a  stock  option  granted  pursuant  to  the  Plan.

     "OPTION  AGREEMENT"

      means  a  written agreement between the Company and a Optionee relating to
an  Option  under  the  Plan.

     "OPTIONED  STOCK"

      means  the  Common  Stock  subject  to  an  Option.

     "OPTIONEE"

      means  an  Employee  or  Consultant  who  receives  an  Option.

     "PARENT"

      means  a  "parent  corporation,"  whether  now  or  hereafter existing, as
defined  in  Section  424(e)  of  the  Code,  or  any  successor  provision.

     "PLAN"


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      means  this  2004  Stock  Option  Plan.

     "REPORTING  PERSON"

      means  an officer, director, or greater than ten percent (10%) shareholder
of  the  Company within the meaning of Rule 16a-2 under the Exchange Act, who is
required  to  file  reports  pursuant  to  Rule  16a-3  under  the Exchange Act.

     "RULE  16B-3"

      means  Rule  16b-3  promulgated under the Exchange Act, as the same may be
amended  from  time  to  time,  or  any  successor  provision.

     "SECURITIES  ACT"

      means  the  Securities  Act  of  1933,  as  amended.

     "SHARE"

      means  a  share of the Common Stock, as may be adjusted as permitted under
the  Plan.

     "STOCK  EXCHANGE"

      means  any  stock exchange or consolidated stock price reporting system on
which  prices  for  the  Common  Stock  are  quoted  at  any  given  time.

     "SUBSIDIARY"

      means  a  "subsidiary  corporation," whether now or hereafter existing, as
defined  in  Section  424(f)  of  the  Code,  or  any  successor  provision.

                            STOCK SUBJECT TO THE PLAN

     Subject  to the provisions for adjustment under the terms of this Plan, the
maximum aggregate number of shares that may be made subject to Options under the
Plan  is  thirty  million(30,000,000) shares of Common Stock.  The shares may be
authorized,  but  unissued,  or  reacquired  Common  Stock.  If an Option should
expire  or  become unexercisable for any reason without having been exercised in
full,  the  unpurchased  Shares that were subject thereto shall, unless the Plan
shall  have  been  terminated, become available for future grant under the Plan.
In  addition,  any shares of Common Stock which are retained by the Company upon
exercise  of an Option in order to satisfy the exercise price for such Option or
any  withholding  taxes  due  with respect to such exercise shall be treated for
purposes  of  this  limitation  as not issued and shall continue to be available
under  the  Plan.  Shares  repurchased by the Company pursuant to any repurchase
right  which  the Company may have shall not be available for future grant under
the  Plan.


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                           ADMINISTRATION OF THE PLAN

     POWERS  OF  THE  ADMINISTRATOR

     Subject  to  the  provisions of the Plan and to any required approval of
any  relevant  authorities,  including  the  approval, if required, of any Stock
Exchange,  the  Administrator  shall  have  the  authority,  in  its discretion:

     to  determine the Fair Market Value of the Common Stock, in accordance with
the  provisions  of  the  Plan;

to select the Consultants and Employees to whom Options may from time to time be
granted  hereunder;

to  determine  whether  and  to  what  extent  Options  are  granted  hereunder;

to  determine  the  number  of shares of Common Stock to be covered by each such
Option  granted  hereunder  and  the  type  of  each  such  Option;

to  approve  forms  of  agreement  for  use  under  the  Plan;

to  construe  and  interpret the terms of the Plan and Options granted under the
Plan;

to  determine  vesting  schedules and any other terms and conditions of Options,
not  inconsistent  with  this  Plan;

to  determine  whether  and under what circumstances an Option may be settled in
Common  Stock  or  other  consideration  instead  of  cash;  and

to make any other determination and take any other action that the Administrator
deems  necessary  or  desirable  for  the  administration  of  the  Plan.

     DELEGATION  OF  AUTHORITY  TO  OFFICERS

     The  Administrator  may delegate limited authority to specified officers
of  the  Company  to grant Options under the Plan, subject to limitations as set
forth  in  the  document  granting  such  authority.

     EFFECT  OF  ADMINISTRATOR'S  DECISION

     All  decisions,  determinations and interpretations of the Administrator
shall  be  final  and  binding  on  all  Optionees.

                             ELIGIBILITY FOR OPTIONS

     Stock  Options  may  be  granted  to  Employees  and  Consultants  who have
successfully  completed any probationary period related to their employment.  An
Employee  or  Consultant  who  has  been  granted an Option may, if he or she is
otherwise  eligible,  be  granted  additional  Options.


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                                AWARDS OF OPTIONS

     TERM  OF  OPTION

     The  term  of  each  Option  shall  be  the  term  stated  in the Option
Agreement; provided, however, that the term shall be no more than five (5) years
from  the  date  of grant thereof or such shorter term as may be provided in the
Option  Agreement.

     OPTION  EXERCISE  PRICE

     The  per  share  exercise  price for the Shares to be issued pursuant to
exercise  of an Option shall be such price as is determined by the Administrator
and  may  be  greater  than  or equal to Fair Market Value at the time of grant.

     CONSIDERATION

     The  consideration  to be paid for the Shares to be issued upon exercise
of  an  Option,  including  the  method  of  payment, shall be determined by the
Administrator and may consist entirely of (a) cash or check, (b) cancellation of
indebtedness  of  the  Company  to  Optionee,  (c)  promissory  note (subject to
approval  by  the  Company,  and  provided  that  such note is for a term of not
greater  than  five  years  and provides for a reasonable rate of interest), (d)
surrender of other Shares that (i) have been owned by Optionee for more than six
months on the date of surrender or such other period as may be required to avoid
a  charge  to  the  Company's earnings, and (ii) have a Fair Market Value on the
date  of  surrender  equal  to  the  aggregate  exercise  price  of Shares to be
purchased  by  Optionee as to which such Option shall be exercised, (e) if there
is  a  public market for the Shares and they are registered under the Securities
Act,  delivery  of  a properly executed exercise notice together with such other
documentation  as the Administrator and the broker, if applicable, shall require
to  effect  an exercise of the Option and delivery to the Company of the sale or
loan  proceeds  required  to pay the aggregate exercise price and any applicable
income  or  employment  taxes,  (f)  any combination of the foregoing methods of
payment,  or (g) such other consideration and method of payment for the issuance
of  Shares  to  the  extent  permitted  under  Applicable  Laws.  In  making its
determination as to the type of consideration to accept, the Administrator shall
consider  if  acceptance  of  such  consideration  may be reasonably expected to
benefit  the  Company  or  result in the recognition of compensation expense (or
additional  compensation  expense)  for  financial  reporting  purposes.

     VESTING  OF  OPTIONS

     .

     Vesting  Schedule.  Except  as authorized by the Administrator as permitted
     -----------------
under the terms of this Plan, no Option will be exercisable until it has vested.
The  Administrator will specify the vesting schedule for each Option at the time
of grant of the Option, provided that if no vesting schedule is specified at the
time  of  grant, the Option shall vest in full over the course of two years from
date  of  grant  as  follows:

     twenty  five  percent (25%) of the total number of Shares granted under the
Option  shall  vest  after six (6) months of Continuous Status as an Employee or
Consultant  after  the  date  of  grant;  and


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<PAGE>

the  remaining seventy-five percent (75%) of the Shares granted under the Option
shall  vest  pro  rata  monthly  over  the  following  eighteen  (18)  months of
Continuous  Status  as  an  Employee  or  Consultant  after  the  date of grant.

The  Administrator  may  specify a vesting schedule for all or any portion of an
Option  based  on  the achievement of performance objectives with respect to the
Company,  an  Affiliate,  Parent or Subsidiary, and/or Optionee, and as shall be
permissible  under  the  terms  of  the  Plan.

     Acceleration  of  Vesting.  The  vesting of one or more outstanding Options
     -------------------------
may  be accelerated by the Administrator at such times and in such amounts as it
determines  in  its  sole  discretion.  The  vesting  of  Options  may  also  be
accelerated  in  connection  with  certain  corporate transactions, as described
below.

     PROCEDURE  FOR  EXERCISE;  RIGHTS  AS  A  SHAREHOLDER

     An  Option  shall  be deemed to be exercised when written notice of such
exercise  has  been  given  to  the  Company in accordance with the terms of the
Option  by  the  person  entitled  to  exercise  the  Option and the Company has
received  full  payment  for  the  Shares  with  respect  to which the Option is
exercised.  An  Option  may  not  be  exercised for a fraction of a Share.  Full
payment  may,  as  authorized by the Administrator, consist of any consideration
and  method  of payment as described above.  Until the issuance (as evidenced by
the  appropriate  entry  on  the  books  of  the Company or of a duly authorized
transfer  agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist  with  respect  to the Optioned Stock, notwithstanding the exercise of the
Option.  The  Company shall issue (or cause to be issued) such stock certificate
promptly upon exercise of the Option.  No adjustment will be made for a dividend
or  other  right  for  which  the  record  date  is  prior to the date the stock
certificate is issued, except as provided in Section 8 of the Plan.  Exercise of
an  Option in any manner shall result in a decrease in the number of Shares that
thereafter  may  be  available, both for purposes of the Plan and for sale under
the  Option,  by  the  number  of  Shares  as  to which the Option is exercised.

     EXERCISE  AFTER  TERMINATION  OF  EMPLOYMENT  OR  CONSULTING  RELATIONSHIP

     Termination  of Employment or Consulting Relationship.  Except as otherwise
     -----------------------------------------------------
provided  herein  or  in  the  applicable  Option  Agreement,  in  the  event of
termination of a Optionee's Continuous Status as an Employee or Consultant, such
Optionee may exercise his or her Option to the extent that Optionee was entitled
to exercise it at the date of such termination, but only within three (3) months
after  the  date  of such termination (or such other longer period of time as is
determined  by the Administrator).  In no event may an Option be exercised later
than  the  expiration date of the term of such Option as set forth in the Option
Agreement.  To  the extent that Optionee was not entitled to exercise the Option
at the date of such termination, or if Optionee does not exercise such Option to
the  extent  so  entitled within the time specified, the Option shall terminate.

Disability  of Optionee.  Notwithstanding the provisions set forth above, in the
-----------------------
event  of  termination  of  a  Optionee's  Continuous  Status  as an Employee or
Consultant  as  a result of his or her Disability, Optionee may, but only within


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<PAGE>

twelve  (12)  months  (or  such  other  longer  period  of  time,  if any, as is
determined  by  the Administrator) after the date of such termination (but in no
event  later than the expiration date of the term of such Option as set forth in
the  Option Agreement), exercise the Option to the extent he or she is otherwise
entitled  to  exercise  it  at the date of such termination.  To the extent that
Optionee  was not entitled to exercise the Option at the date of termination, or
if  Optionee  does not exercise such Option to the extent so entitled within the
time  specified  herein,  the  Option  shall  terminate.

Death of Optionee.  In the event of the death of a Optionee during the period of
-----------------
Continuous  Status  as  an  Employee  or  Consultant, or within thirty (30) days
following  the  termination  of  Optionee's  Continuous Status as an Employee or
Consultant,  the  Option  may be exercised at any time within twelve (12) months
(or  such  other  longer  period  of  time,  if  any,  as  is  determined by the
Administrator)  after  the  date  of  death  (but  in  no  event  later than the
expiration  date  of  the  term  of  such  Option  as  set  forth  in the Option
Agreement),  by  Optionee's  estate  or  by  a  person who acquired the right to
exercise  the  Option by bequest or inheritance, but only to the extent Optionee
was  entitled  to  exercise  the Option at the date of death or, if earlier, the
date  of  termination of the Continuous Status as an Employee or Consultant.  To
the  extent that Optionee was not entitled to exercise the Option at the date of
death  or  termination,  as  the  case  may be, or if Optionee or the Optionee's
estate  (or,  as  applicable,  heirs,  personal  representative,  executor  or
administrator)  does  not  exercise such Option to the extent so entitled within
the  time  specified  herein,  the  Option  shall  terminate.

Termination  for  Cause.  Notwithstanding  the  above,  and unless otherwise set
-----------------------
forth in the Option Agreement, if Optionee's Continuous Status as an Employee or
Consultant  is  terminated  for  Cause, the Option shall automatically terminate
upon  first  notification  to  Optionee  of  such  termination,  unless  the
Administrator  determines  otherwise.  If  Optionee's employment or services are
suspended  pending  an investigation of whether Optionee shall be terminated for
Cause,  all  of  Optionee's  rights under any Option likewise shall be suspended
during  the  period  of  investigation.

     RULE  16B-3

     Options  granted  to  Reporting Persons shall comply with Rule 16b-3 and
shall  contain  such  additional  conditions  or restrictions as may be required
thereunder  to  qualify  for  the  maximum  exemption  for  Plan  transactions.

     BUYOUT  PROVISIONS

     The Administrator may at any time offer to buy out for a payment in cash
or  Shares,  an Option previously granted, based on such terms and conditions as
the  Administrator  shall establish and communicate to Optionee at the time that
such  offer  is  made.

     [EARLY  ISSUANCE  AND  REPURCHASE  RIGHTS

     The Administrator shall have the discretion to authorize the issuance of
unvested  Shares  pursuant  to  the  exercise  of  an  Option.  In  the event of
termination  of  the  Optionee's  employment or services, all Shares issued upon
exercise  of an Option which are unvested at the time of cessation of employment


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<PAGE>

or  services  shall  be non-transferable and the Company shall have the right to
require  the  Optionee  to  sell  such  Shares  to  the  Company if permitted by
Applicable  Law  at  the  exercise  price paid for such Shares [or, for Canadian
resident  Optionees, if less the then Fair Market Value of such Shares].  All of
the Company's outstanding repurchase rights under this Section are assignable by
the  Company  at any time and shall remain in full force and effect in the event
of  a  Change in Control; provided that if the vesting of Options is accelerated
as  permitted  under  the  Plan,  the repurchase rights under this Section shall
terminate  and  all  Shares  subject to such terminated rights shall immediately
vest  in  full.  The  Administrator  shall  have  the  discretionary  authority,
exercisable  either  before  or  after the Optionee's cessation of employment or
services,  to cancel the Company's outstanding repurchase rights with respect to
one  or more Shares purchased or purchasable by the Optionee under an Option and
thereby  accelerate the vesting of such Shares in whole or in part at any time.]
[delete  entire  Section  in  light  of  Canadian  treatment?]

                   SATISFACTION OF WITHHOLDING TAX OBLIGATIONS

     WITHHOLDING  TAX

     At  the  discretion  of  the  Administrator,  Optionees  may  satisfy
withholding  obligations  as provided in this paragraph.  When a Optionee incurs
tax  liability  in  connection with an Option, which tax liability is subject to
tax  withholding under Applicable Law (including, without limitation, income and
payroll  withholding  taxes),  and  Optionee  is obligated to pay the Company an
amount  required  to be withheld under applicable tax laws, Optionee may satisfy
the  tax  withholding  obligation  by  one  or some combination of the following
methods:  (a)  by  cash payment, (b) out of Optionee's current compensation, (c)
if  permitted  by  the  Administrator, in its discretion, by surrendering to the
Company Shares that (i) have been owned by Optionee for more than six (6) months
on  the  date  of  surrender  or such other period as may be required to avoid a
charge  to the Company's earnings, and (ii) have a fair market value on the date
of  surrender  equal  to  (or  less  than, if other consideration is paid to the
Company  to  satisfy  the  withholding  obligation) Optionee's marginal tax rate
times  the  ordinary  income  recognized, plus an amount equal to the Optionee's
share  of  any  applicable payroll withholding taxes, or (d) if permitted by the
Administrator,  in its discretion, by electing to have the Company withhold from
the  Shares  to  be  issued  upon exercise of the Option, if any, that number of
Shares  having  a Fair Market Value equal to the amount required to be withheld.
For  this  purpose,  the Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be determined
(the  "Tax  Date").  In making its determination as to the type of consideration
to  accept, the Administrator shall consider if acceptance of such consideration
may  be  reasonably expected to benefit the Company or result in the recognition
of  compensation  expense  (or  additional  compensation  expense) for financial
reporting  purposes.

     REPORTING  PERSONS

     Any  surrender  by  a  Reporting  Person  of  previously owned Shares to
satisfy  tax  withholding  obligations arising upon exercise of this Option must
comply with the applicable provisions of Rule 16b-3 and shall be subject to such
additional  conditions  or restrictions as may be required thereunder to qualify
for  the  maximum  exemption from Section 16 of the Exchange Act with respect to
Plan  transactions.


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<PAGE>

     FORM  OF  ELECTION

     All  elections  by  a  Optionee  to  have Shares withheld to satisfy tax
withholding  obligations  shall  be  made in writing in a form acceptable to the
Administrator  and  shall  be  subject to the following additional restrictions:

     the  election  must  be  made  on  or  prior  to  the  applicable Tax Date;

once  made, the election shall be irrevocable as to the particular Shares of the
Option  as  to  which  the  election  is  made;

if  Optionee is a Reporting Person, the election must comply with the applicable
provisions  of  Rule 16b-3 and shall be subject to such additional conditions or
restrictions  as may be required thereunder to qualify for the maximum exemption
from  Section  16  of  the  Exchange  Act with respect to Plan transactions; and

all  elections  shall  be  subject  to  the  consent  or  disapproval  of  the
Administrator.

     DEFERRAL  OF  TAX  DATE

     In  the event the election to have Shares withheld is made by a Optionee
and the Tax Date is deferred under Section 83 of the Code because no election is
filed under Section 83(b) of the Code, Optionee shall receive the full number of
Shares  with respect to which the Option is exercised but such Optionee shall be
unconditionally  obligated  to  tender  back to the Company the proper number of
Shares  on  the  Tax  Date.

                                   ADJUSTMENTS

     CHANGES  IN  CAPITALIZATION

     Subject  to  any required action by the shareholders of the Company, the
number  of  Shares  covered by each outstanding Option, and the number of Shares
that have been authorized for issuance under the Plan but as to which no Options
have  yet  been granted or that have been returned to the Plan upon cancellation
or  expiration of an Option, as well as the price per Share covered by each such
outstanding  Option,  shall  be  proportionately  adjusted  for  any increase or
decrease  in  the number of issued shares of Common Stock resulting from a stock
split,  reverse  stock  split,  stock dividend, combination, recapitalization or
reclassification  of  the Common Stock, or any other increase or decrease in the
number  of  issued  shares  of  Common  Stock  effected  without  receipt  of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without  receipt  of  consideration."  Such  adjustment  shall  be  made  by the
Administrator,  whose  determination in that respect shall be final, binding and
conclusive.  Except  as expressly provided herein, no issuance by the Company of
shares  of stock of any class, or securities convertible into shares of stock of
any  class, shall affect, and no adjustment by reason thereof shall be made with
respect  to, the number or price of shares of Common Stock subject to an Option.

     DISSOLUTION  OR  LIQUIDATION


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     In  the event of the proposed dissolution or liquidation of the Company,
the  Administrator  shall  notify  Optionees at least fifteen (15) days prior to
such  proposed  action.  To  the  extent  not previously exercised, Options will
terminate  immediately  prior  to  the  consummation  of  such  proposed action.

     CHANGE  IN  CONTROL  TRANSACTIONS

     Except  as  otherwise provided herein or in the Option Agreement, in the
event  of  any  Change  in  Control  each Option that is then outstanding shall,
immediately  prior  to  the  specified effective date for the Change in Control,
become  100%  vested.  Notwithstanding  the foregoing, such vesting shall not so
accelerate  if  and  to  the  extent  that  (a)  in the opinion of the Company's
accountants,  it would render unavailable "pooling of interest" accounting for a
transaction  that  would otherwise qualify for such accounting treatment; or (b)
in  the  case  of  an  Option,  such Option is, in connection with the Change in
Control,  either  continued  in effect, assumed by the successor corporation (or
parent  thereof)  or replaced with a comparable award for the purchase of shares
of  the  capital stock of the successor corporation (or its parent corporation).
If  the  Administrator determines that such an assumption or replacement will be
made,  the  Administrator shall give the Optionees notice of such determination,
and  of  the  provisions  of such assumption or replacement, and any adjustments
made (x) to the number and kind of shares subject to the outstanding Options (or
to  the  options  in substitution therefore), (y) to the exercise prices, and/or
(z)  to  the  terms and conditions of the stock options.  Any such determination
shall  be  made  in the sole discretion of the Administrator and shall be final,
conclusive and binding on all Optionees.  In the event the Optionee's employment
or services should terminate within six months following such Change in Control,
and  such Option was continued, assumed or replaced in the Change in Control and
was  not  otherwise accelerated at that time, all of the unvested shares subject
to  such  Option  shall  vest  immediately  upon  such  termination, unless such
employment  or  services  are  terminated  by  the  Company  for Cause or by the
Optionee  voluntarily  without  Good  Reason.  To  the  extent  Options  are not
continued  or  assumed by the successor corporation or an affiliate thereof, all
unexercised  Options shall terminate and cease to remain outstanding immediately
following  the  consummation  of  the  Change  in  Control.

     CERTAIN  DISTRIBUTIONS

     In  the  event  of  any  distribution  to  the Company's shareholders of
securities  of any other entity or other assets (other than dividends payable in
cash  or  stock of the Company) without receipt of consideration by the Company,
the  Administrator  may,  in  its discretion, appropriately adjust the price per
share  of  Common Stock covered by each outstanding Option to reflect the effect
of  such  distribution.

                                     GENERAL

     TRANSFERABILITY  OF  OPTIONS

     Except as otherwise provided in the applicable Option Agreement, Options
granted  under  this  Plan  may  not  be  transferred,  assigned,  pledged  or
hypothecated in any manner (whether by operation of law or otherwise) other than
by  will  or  by  applicable  laws of descent and distribution, and shall not be
subject  to  execution,  attachment  or similar process, and may be exercised or
purchased during the lifetime of Optionee only by Optionee.  Notwithstanding the


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foregoing,  any  Option Agreement may provide (or be amended to provide) that an
Option  to  which it relates is transferable without payment of consideration to
immediate  family  members  of the Optionee or to trusts, partnerships or family
holding  companies  established  exclusively for the benefit of the Optionee and
the  Optionee's immediate family members.  Upon any attempt to transfer, assign,
pledge,  hypothecate  or  otherwise  dispose  of  any  Option or of any right or
privilege  conferred by this Plan contrary to the provisions hereof, or upon the
sale,  levy  or any attachment or similar process upon the rights and privileges
conferred  by  this  Plan, such Option shall thereupon terminate and become null
and  void.

     DATE  OF  GRANT

     The  date  of grant of an Option shall, for all purposes, be the date on
which  the  Administrator  (or an officer to whom authority to grant options has
been  delegated  by  the  Administrator)  makes  the determination granting such
Option,  or  such  later  date as is determined by the Administrator or officer.
Notice  of  the  determination  shall be given to each Employee or Consultant to
whom  an  Option  is  so granted within a reasonable time after the date of such
grant.

     CONDITIONS  UPON  ISSUANCE  OF  SHARES

     Shares  shall not be issued pursuant to the exercise of an Option unless
the  exercise  of  such  Option  and  the  issuance  and delivery of such Shares
pursuant  thereto  shall  comply with all relevant provisions of law, including,
without  limitation,  the  Securities  Act,  the  Exchange  Act,  the  rules and
regulations  promulgated thereunder, and the requirements of any Stock Exchange.
As  a condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that  the Shares are being purchased only for investment and without any present
intention  to  sell  or distribute such Shares if, in the opinion of counsel for
the  Company,  such  a  representation  is  required  by  law.

     AMENDMENT  AND  TERMINATION

     The Board may at any time amend, alter, suspend or discontinue the Plan,
but  no  amendment, alteration, suspension or discontinuation shall be made that
would  impair  the  rights  of any Optionee under any Option previously granted,
unless  mutually agreed otherwise, which agreement must be in writing and signed
by  Optionee  and  the  Company.  In addition, to the extent necessary to comply
with  Rule  16b-3  (or  any  other  applicable  law or regulation, including the
requirements  of  any  Stock  Exchange),  the  Company  shall obtain shareholder
approval  of  any  Plan  amendment  in  such  a  manner  and to such a degree as
required.

     RIGHTS  OF  FIRST  REFUSAL

     Until  the  date  on  which the initial registration of the Common Stock
under  Section  12(b)  or 12(g) of the Exchange Act first becomes effective, the
Company  shall have the right of first refusal with respect to any proposed sale
or  other  disposition  by a Optionee of any Shares issued pursuant to an Option
granted  under  the  Plan.  Such  right of first refusal shall be exercisable in
accordance  with  the terms and conditions established by the Plan Administrator
and  set  forth  in  the  agreement  evidencing  such  right.

     RESERVATION  OF  SHARES

     The Company, during the term of this Plan, will at all times reserve and
keep  available  such  number  of  Shares  as shall be sufficient to satisfy the


                                     E - 13
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requirements of the Plan.  The inability of the Company to obtain authority from
any  regulatory  body  having  jurisdiction,  which  authority  is deemed by the
Company's  counsel to be necessary to the lawful issuance and sale of any Shares
hereunder,  shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been  obtained.

     INFORMATION  TO  OPTIONEES

     As  soon  as administratively feasible after making any Option under the
Plan, the Company shall provide to the Optionee a copy of the Plan and a copy of
any  relevant  agreement(s).

     EMPLOYMENT  RELATIONSHIP

     The  Plan  shall  not confer upon any Optionee any right with respect to
continuation  of  Optionee's  employment  or  consulting  relationship  with the
Company,  nor  shall  it  interfere in any way with such Optionee's right or the
Company's  right  to  terminate  the  Optionee's  employment  or  consulting
relationship  at  any  time,  with  or  without  cause.

     TERM  OF  PLAN

     The  Plan  shall  become  effective  upon  the  earlier  to occur of its
adoption  by  the  Board of Directors or its approval by the shareholders of the
Company.  It shall continue in effect for a term of ten (10) years unless sooner
terminated  as  permitted  herein.

This  Plan  was  adopted  by  the  Board  of  Directors  on February ____, 2004.

                                                 Signature:
                                                 Name:
                                                 Title:


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