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EXHIBIT 10.1

                      ADVANCED TECHNOLOGY INDUSTRIES, INC.
                           2005 EQUITY INCENTIVE PLAN

1.       DEFINED TERMS

         Exhibit A, which is incorporated by reference, defines the terms used
in the Plan and sets forth certain operational rules related to those terms.

2.       PURPOSE

         The Plan has been established to advance the interests of the Company
by providing for the grant to Participants of Stock-based Awards.

3.       ADMINISTRATION

         The Administrator has discretionary authority, subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility for
and grant Awards; determine, modify or waive the terms and conditions of any
Award; prescribe forms, rules and procedures; and otherwise do all things
necessary to carry out the purposes of the Plan. Determinations of the
Administrator made under the Plan will be conclusive and will bind all parties.

4.       LIMITS ON AWARDS UNDER THE PLAN

         (a) NUMBER OF SHARES. A maximum of 15,000,000 shares of Stock may be
delivered in satisfaction of Awards under the Plan. The number of shares of
Stock delivered in satisfaction of Awards shall, for purposes of the preceding
sentence, be determined net of shares of Stock withheld by the Company in
payment of the exercise price of the Award or in satisfaction of tax withholding
requirements with respect to the Award. The limit set forth in this Section 4(a)
shall be construed to comply with Section 422 of the Code and regulations
thereunder. To the extent consistent with the requirements of Section 422 of the
Code and regulations thereunder, and with other applicable legal requirements
(including applicable stock exchange requirements), Stock issued under awards of
an acquired company that are converted, replaced, or adjusted in connection with
the acquisition shall not reduce the number of shares available for Awards under
the Plan.

         (b) TYPE OF SHARES. Stock delivered by the Company under the Plan may
be authorized but unissued Stock or previously issued Stock acquired by the
Company. No fractional shares of Stock will be delivered under the Plan.

5.       ELIGIBILITY AND PARTICIPATION

         The Administrator will select participants from among those key
employees and directors of, and consultants and advisors to, the Company or its
Affiliates who, in the opinion of the Administrator, are in a position to make a
significant contribution to the success of the Company and its Affiliates.
Eligibility for ISOS is limited to employees of the Company or of a "parent
corporation" or "subsidiary corporation" of the Company as those terms are
defined in Section 424 of the Code.

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6.       RULES APPLICABLE TO AWARDS

         (a)      All Awards

                  (1) AWARD PROVISIONS. The Administrator will determine the
terms of all Awards, subject to the limitations provided herein. By accepting
any Award granted hereunder, the Participant agrees to the terms of the Award
and the Plan. Notwithstanding any provision of this Plan to the contrary, awards
of an acquired company that are converted, replaced or adjusted in connection
with the acquisition may contain terms and conditions that are inconsistent with
the terms and conditions specified herein, as determined by the Administrator.

                  (2) TERM OF PLAN. No Awards may be made after July 19, 2015
but previously granted Awards may continue beyond that date in accordance with
their terms.

                  (3) TRANSFERABILITY. Neither ISOs nor, except as the
Administrator otherwise expressly provides, other Awards may be transferred
other than by will or by the laws of descent and distribution, and during a
Participant's lifetime ISOs (and, except as the Administrator otherwise
expressly provides, other non-transferable Stock Options) may be exercised only
by the Participant.

                  (4) VESTING, ETC. The Administrator may determine the time or
times at which an Award will vest or become exercisable and the terms on which a
Stock Option will remain exercisable. Without limiting the foregoing, the
Administrator may at any time accelerate the vesting or exercisability of an
Award, regardless of any adverse or potentially adverse tax consequences
resulting from such acceleration. Unless the Administrator expressly provides
otherwise, however, the following rules will apply: immediately upon the
cessation of the Participant's Employment, each Stock Option that is then held
by the Participant or by the Participant's permitted transferees, if any, will
cease to be exercisable and will terminate, and all other Awards that are then
held by the Participant or by the Participant's permitted transferees, if any,
to the extent not already vested will be forfeited, except that:

                  (A) subject to (B) and (C) below, all Stock Options held by
         the Participant or the Participant's permitted transferees, if any,
         immediately prior to the cessation of the Participant's Employment, to
         the extent then exercisable, will remain exercisable for the lesser of
         (i) a period of three months or (ii) the period ending on the latest
         date on which such Stock Option could have been exercised without
         regard to this Section 6(a)(4), and will thereupon terminate;

                  (B) all Stock Options held by a Participant or the
         Participant's permitted transferees, if any, immediately prior to the
         Participant's death, to the extent then exercisable, will remain
         exercisable for the lesser of (i) the one year period ending with the
         first anniversary of the Participant's death or (ii) the period ending
         on the latest date on which such Stock Option could have been exercised
         without regard to this Section 6(a)(4), and will thereupon terminate;
         and


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                  (C) all Stock Options held by a Participant or the
         Participant's permitted transferees, if any, immediately prior to the
         cessation of the Participant's Employment will immediately terminate
         upon such cessation if the Administrator in its sole discretion
         determines that such cessation of Employment has resulted for reasons
         which cast such discredit on the Participant as to justify immediate
         termination of the Award.

                  (5) TAXES. The Administrator will make such provision for the
withholding of taxes as it deems necessary. The Administrator may, but need not,
hold back shares of Stock from an Award or permit a Participant to tender
previously owned shares of Stock in satisfaction of tax withholding requirements
(but not in excess of the minimum withholding required by law).

                  (6) DIVIDEND EQUIVALENTS, ETC. The Administrator may provide
for the payment of amounts in lieu of cash dividends or other cash distributions
with respect to Stock subject to an Award.

                  (7) RIGHTS LIMITED. Nothing in the Plan will be construed as
giving any person the right to continued employment or service with the Company
or its Affiliates, or any rights as a stockholder except as to shares of Stock
actually issued under the Plan. The loss of existing or potential profit in
Awards will not constitute an element of damages in the event of termination of
Employment for any reason, even if the termination is in violation of an
obligation of the Company or Affiliate to the Participant.

         (b)      STOCK OPTIONS

                  (1) TIME AND MANNER OF EXERCISE. Unless the Administrator
expressly provides otherwise, a Stock Option will not be deemed to have been
exercised until the Administrator receives a notice of exercise (in form
acceptable to the Administrator) signed by the appropriate person and
accompanied by any payment required under the Stock Option. If the Stock Option
is exercised by any person other than the Participant, the Administrator may
require satisfactory evidence that the person exercising the Stock Option has
the right to do so.

                  (2) EXERCISE PRICE. Unless the Administrator determines
otherwise, and in all respects in the case of Stock Options intended to qualify
as an ISO, the exercise price of each Stock Option shall be 100% (in the case of
an ISO granted to a ten-percent shareholder within the meaning of Section
422(b)(6) of the Code, 110%) of the fair market value of the Stock subject to
the Stock Option, determined as of the date of grant, or such higher amount as
the Administrator may determine in connection with the grant.

                  (3) PAYMENT OF EXERCISE PRICE. Where the exercise of a Stock
Option is to be accompanied by payment, the Administrator may determine the
required or permitted forms of payment, subject to the following: all payments
will be by cash or check acceptable to the Administrator, or, if so permitted by
the Administrator and if legally permissible, (i) through the delivery of shares
of Stock that have been outstanding for at least six months (unless the
Administrator approves a shorter period) and that have a fair market value equal
to the exercise price, (ii) by delivery to the Company of a promissory note of
the person exercising the Stock Option, payable on such terms as are specified
by the Administrator, (iii) through a broker-assisted exercise program
acceptable to the Administrator, (iv) by other means acceptable to the
Administrator, or (v) by any combination of the foregoing permissible forms of
payment. The delivery of shares in payment of the exercise price under clause
(i) above may be accomplished either by actual delivery or by constructive
delivery through attestation of ownership, subject to such rules as the
Administrator may prescribe.

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         (c)      RESTRICTED STOCK AND UNRESTRICTED STOCK

         Restricted Stock and Unrestricted Stock may be made in exchange for
such lawful consideration, including services, as the Administrator determines.

7.       EFFECT OF CERTAIN TRANSACTIONS

         (a) MERGERS, ETC. Except as otherwise provided in an Award, the
following provisions shall apply in the event of a Covered Transaction:

                  (1) ASSUMPTION OR SUBSTITUTION. If the Covered Transaction is
one in which there is an acquiring or surviving entity, the Administrator may
provide for the assumption of some or all outstanding Awards or for the grant of
new awards in substitution therefor by the acquiror or survivor or an affiliate
of the acquiror or survivor.

                  (2) CASH-OUT OF AWARDS. If the Covered Transaction is one in
which holders of Stock will receive upon consummation a payment (whether cash,
non-cash or a combination of the foregoing), the Administrator may provide for
payment (a "cash-out"), with respect to some or all Awards, equal in the case of
each affected Award to the excess, if any, of (A) the fair market value of one
share of Stock (as determined by the Administrator in its reasonable discretion)
times the number of shares of Stock subject to the Award, over (B) the aggregate
exercise or purchase price, if any, under the Award, in each case on such
payment terms (which need not be the same as the terms of payment to holders of
Stock) and other terms, and subject to such conditions, as the Administrator
determines.

                  (3) ACCELERATION OF CERTAIN AWARDS. If the Covered Transaction
(whether or not there is an acquiring or surviving entity) is one in which there
is no assumption, substitution or cash-out, each Stock Option will become fully
exercisable on a basis that gives the holder of the Stock Option a reasonable
opportunity, as determined by the Administrator, following exercise of the Stock
Option to participate as a stockholder in the Covered Transaction.

                  (4) TERMINATION OF STOCK OPTIONS UPON CONSUMMATION OF COVERED
TRANSACTION. Each Stock Option (unless assumed pursuant to Section 7(a)(1)
above) will terminate upon consummation of the Covered Transaction.

                  (5) ADDITIONAL LIMITATIONS. Any share of Stock delivered
pursuant to Section 7(a) above with respect to an Award may, in the discretion
of the Administrator, contain such restrictions, if any, as the Administrator
deems appropriate to reflect any performance or other vesting conditions to
which the Award was subject. In the case of Restricted Stock, the Administrator
may require that any amounts delivered, exchanged or otherwise paid in respect
of such Stock in connection with the Covered Transaction be placed in escrow or
otherwise made subject to such restrictions as the Administrator deems
appropriate to carry out the intent of the Plan.


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         (b)      CHANGE IN AND DISTRIBUTIONS WITH RESPECT TO STOCK

                  (1) BASIC ADJUSTMENT PROVISIONS. In the event of a stock
dividend, stock split or combination of shares (including a reverse stock
split), recapitalization or other change in the Company's capital structure, the
Administrator will make appropriate adjustments to the maximum number of shares
specified in Section 4(a) that may be delivered under the Plan, and will also
make appropriate adjustments to the number and kind of shares of stock or
securities subject to Awards then outstanding or subsequently granted, any
exercise prices relating to Stock Options and any other provision of Awards
affected by such change.

                  (2) CERTAIN OTHER ADJUSTMENTS. The Administrator may also make
adjustments of the type described in Section 7(b)(1) above to take into account
distributions to stockholders other than those provided for in Section 7(a) and
7(b)(1), or any other event, if the Administrator determines that adjustments
are appropriate to avoid distortion in the operation of the Plan and to preserve
the value of Awards made hereunder, having due regard for the qualification of
ISOs under Section 422 of the Code.

                  (3) CONTINUING APPLICATION OF PLAN TERMS. References in the
Plan to shares of Stock will be construed to include any stock or securities
resulting from an adjustment pursuant to this Section 7.

8.       LEGAL CONDITIONS ON DELIVERY OF STOCK

         The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until: (i) the Company is satisfied that all
legal matters in connection with the issuance and delivery of such shares have
been addressed and resolved; (ii) if the outstanding Stock is at the time of
delivery listed on any stock exchange or national market system, the shares to
be delivered have been listed or authorized to be listed on such exchange or
system upon official notice of issuance; and (iii) all conditions of the Award
have been satisfied or waived. If the sale of Stock has not been registered
under the Securities Act of 1933, as amended, the Company may require, as a
condition to the exercise of the Award, such representations or agreements as
counsel for the Company may consider appropriate to avoid violation of such Act.
The Company may require that certificates evidencing Stock issued under the Plan
bear an appropriate legend reflecting any restriction on transfer applicable to
such Stock, and the Company may hold the certificates pending lapse of the
applicable restrictions.

9.       AMENDMENT AND TERMINATION

         The Administrator may at any time or times amend the Plan or any
outstanding Award for any purpose which may at the time be permitted by law, and
may at any time terminate the Plan as to any future grants of Awards; PROVIDED,
that except as otherwise expressly provided in the Plan the Administrator may
not, without the Participant's consent, alter the terms of an Award so as to
affect adversely the Participant's rights under the Award, unless the
Administrator expressly reserved the right to do so at the time of the Award.

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10.      OTHER COMPENSATION ARRANGEMENTS

         The existence of the Plan or the grant of any Award will not in any way
affect the Company's right to Award a person bonuses or other compensation in
addition to Awards under the Plan.

11.      WAIVER OF JURY TRIAL

         By accepting an Award under the Plan, each Participant waives any right
to a trial by jury in any action, proceeding or counterclaim concerning any
rights under the Plan and any Award, or under any amendment, waiver, consent,
instrument, document or other agreement delivered or which in the future may be
delivered in connection therewith, and agrees that any such action, proceedings
or counterclaim shall be tried before a court and not before a jury. By
accepting an Award under the Plan, each Participant certifies that no officer,
representative, or attorney of the Company has represented, expressly or
otherwise, that the Company would not, in the event of any action, proceeding or
counterclaim, seek to enforce the foregoing waivers.


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                                    EXHIBIT A

                               DEFINITION OF TERMS
                               -------------------

         The following terms, when used in the Plan, will have the meanings and
be subject to the provisions set forth below:

         "ADMINISTRATOR": The Board, except that the Board may delegate (i) to
one or more of its members such of its duties, powers and responsibilities as it
may determine; (ii) to one or more officers of the Company the power to grant
options to the extent permitted by Section 157(c) of the Delaware General
Corporation Law; (iii) to one or more officers of the Company the authority to
allocate other Awards among such persons (other than officers of the Company)
eligible to receive Awards under the Plan as such delegated officer or officers
determine consistent with such delegation; PROVIDED, that with respect to any
delegation described in this clause (iii) the Board (or a properly delegated
member or members of the Board) shall have authorized the issuance of a
specified number of shares of Stock under such Awards and shall have specified
the consideration, if any, to be paid therefor; and (iv) to such Employees or
other persons as it determines such ministerial tasks as it deems appropriate.
In the event of any delegation described in the preceding sentence, the term
"Administrator" shall include the person or persons so delegated to the extent
of such delegation.

         "AFFILIATE": Any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding Stock, or in which the Company or any
such corporation or other entity owns, directly or indirectly, 50% of the
outstanding capital stock (determined by aggregate voting rights) or other
voting interests.

         "AWARD":  Any or a combination of the following:

                  (i) Stock Options.

                  (ii) Restricted Stock.

                  (iii) Unrestricted Stock.

         "BOARD":  The Board of Directors of the Company.

         "CODE": The U.S. Internal Revenue Code of 1986 as from time to time
amended and in effect, or any successor statute as from time to time in effect.

         "COMPANY":  Advanced Technology Industries, Inc.

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         "COVERED TRANSACTION": Any of (i) a consolidation, merger, or similar
transaction or series of related transactions, including a sale or other
disposition of Stock, in which the Company is not the surviving corporation or
which results in the acquisition of all or substantially all of the Company's
then outstanding Stock by a single person or entity or by a group of persons
and/or entities acting in concert, (ii) a sale or transfer of all or
substantially all the Company's assets, or (iii) a dissolution or liquidation of
the Company. Where a Covered Transaction involves a tender offer that is
reasonably expected to be followed by a merger described in clause (i) (as
determined by the Administrator), the Covered Transaction shall be deemed to
have occurred upon consummation of the tender offer.

         "EMPLOYEE": Any person who is employed by the Company or an Affiliate.

         "EMPLOYMENT": A Participant's employment or other service relationship
with the Company and its Affiliates. Employment will be deemed to continue,
unless the Administrator expressly provides otherwise, so long as the
Participant is employed by, or otherwise is providing services in a capacity
described in Section 5 to the Company or its Affiliates. If a Participant's
employment or other service relationship is with an Affiliate and that entity
ceases to be an Affiliate, the Participant's Employment will be deemed to have
terminated when the entity ceases to be an Affiliate unless the Participant
transfers Employment to the Company or its remaining Affiliates.

         "ISO": A Stock Option intended to be an "incentive stock option" within
the meaning of Section 422 of the Code. Each option granted pursuant to the Plan
will be treated as providing by its terms that it is to be a non-incentive stock
option unless, as of the date of grant, it is expressly designated as an ISO.

         "PARTICIPANT":  A person who is granted an Award under the Plan.

         "PLAN": The Advanced Technology Industries, Inc. 2005 Equity Incentive
Plan as from time to time amended and in effect.

         "RESTRICTED STOCK": Stock subject to restrictions requiring that it be
redelivered or offered for sale to the Company if specified conditions are not
satisfied.

         "STOCK": Common Stock of the Company, par value $0.0001 per share.

         "STOCK OPTION": An option entitling the holder to acquire shares of
Stock upon payment of the exercise price.

         "UNRESTRICTED STOCK": Stock not subject to any restrictions under the
terms of the Award.