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EXHIBIT 10.1

As Amended January 3, 2000 and December 4, 2000

PAYSTAR COMMUNICATIONS CORPORATION
1998 EMPLOYEE STOCK OPTION PLAN

ARTICLE I
PURPOSE

     The purpose of the PayStar Communications Corporation ("PayStar" or the
"Company") 1998 Employee Stock Option Plan (hereinafter referred to as the
"Plan") is, through the opportunity for greater stock ownership, to provide
officers, consultants, directors and other key employees (all such persons
hereinafter referred to as "Key Persons") of PayStar and its subsidiaries with
an additional annual incentive to continue and increase their efforts with
respect to PayStar and to develop a personal and active interest in the
broader growth and greater financial success of PayStar. The Plan may grant
such Key Persons "Incentive" and "Non-qualified" options for the acquisition
of common shares (the "Shares" or "Option Shares") of PayStar.

     Options granted under the Plan may be either options which are intended
to be incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any successor
provision("Incentive Options") or options that do not qualify as incentive
stock options under the Code ("Non-qualified Options"). The Company may
provide for the exercise of options in installments or otherwise and for such
periods from the date of grant as it may in its discretion determine;
provided, however, that any incentive stock option granted under the Plan
shall be exercisable for a period of not more than ten years from the date of
grant.

     In the event common shares of the Company are registered pursuant to the
Securities Act 1933, as amended (the "Act"), Shares under the Plan may be
unrestricted ("unrestricted shares"), alternatively, Shares under the Plan
maybe subject to restrictions imposed for common shares that have not been
registered under the Act, ("restricted shares"). Grants under the Plan may be
subject to such other terms and conditions, not inconsistent with the Plan, as
may be determined by PayStar.

ARTICLE II
RESERVATION OF SHARES

     a)     The total number of Shares of the Company which may be issued
under this Plan shall be 1,176,000.  The Shares to be optioned under the Plan
may be unissued shares or treasury shares. Shares subject to an option which
remain unpurchased at the expiration, termination or cancellation of an option
shall again be available for use under the Plan.

     b)     No Shares shall be issued until all of the terms and conditions
pursuant to the option granting such Shares have been satisfied. A holder of
an option shall have none of the rights of a shareholder of the Company until
the Shares are issued to such person.

ARTICLE III
ADMINISTRATION

     a)     The Plan shall be administered by the Board of Directors of the
Company (the "Board") or a committee of directors of the Company (the
"Committee") which shall be appointed by the Board and which shall consist of
two or more disinterested directors. In the event two or more disinterested
directors are not available to be elected to the Committee, the Board shall
act in place of the Committee. Vacancies in the Committee shall be filled by
the Board.

     b)     The Board or, to the extent authorized by the Board, the Committee
shall, to the extent not inconsistent with the Plan, have the power to select
Key Persons to whom options shall be granted; determine the number of
restricted or unrestricted Shares to be granted; determine the other terms and
conditions, if any, to which any grant of Shares or options shall be subject
and to amend, modify or waive any terms or conditions of any such grant
(provided, however, that no such amendment or modification shall impair any
outstanding right of any participant without the consent of such participant,
except to the extent permitted under the terms and conditions of such grant as
then in effect); and authorize any action of or make any determination by the
Company and prescribe such provisions and interpretations in connection with
the Plan as the Board or the Committee shall deem necessary or advisable for
carrying out the purposes of the Plan. Each member of the Board or Committee,
and, to the extent provided by the Board or the Committee, any other person to
whom duties or powers shall be delegated in connection with the Plan, shall
incur no liability with respect to any action taken or omitted to be taken in
connection with the Plan and shall be fully protected in relying in good faith
upon the advice of counsel, to the fullest extent permitted under applicable
law.

ARTICLE IV
ELIGIBILITY

     An option may be granted to any officer or other Key Person, provided
that any person to whom an option is granted shall be a Key Person to the
Company at the time an option is granted. An Incentive Stock Option shall be
granted only to an employee of the Company.

ARTICLE V
PRICE

     a)     The option exercise price per Share with respect to each option
shall be based on the fair market value of such stock on the date an option to
purchase the same is granted. In making such determination, the Board or
Committee may rely on market quotations, if available, and upon independent
appraisals of the stock or such other information deemed appropriate by the
Board or Committee.

     b)     Any Incentive Option granted under the Plan must provide for an
exercise price of not less than 100% of the fair market value of the
underlying shares on the date of such grant; provided, however, that the
exercise price of any Incentive Option granted to an eligible employee owning
more than 10% of the outstanding Common Stock of the Company must not be less
than 110% of such fair market value as determined on the date of the grant.

ARTICLE VI
CHANGES IN PRESENT STOCK

     In the event the common shares of the Company are changed into a
different number of securities by reason of stock dividends, split-ups,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares and the like, the optionee of any option granted under the Plan shall
receive, upon exercise of his option, the new number of securities recorded by
the Company on account of any such change.

ARTICLE VII
EXERCISE OF OPTIONS

     An optionee shall exercise an option by delivery of a signed, written
notice to the Company, specifying the number of Shares to be acquired, the
date the acquisition is to be consummated, together with payment of the full
purchase price for the Shares. The Company may accept payment from a broker on
behalf of the optionee and may, upon receipt of signed, written instructions
from the optionee, deliver the Shares directly to the broker. The date of
receipt by the Company of the final item required under this paragraph shall
be the date of exercise of the option.

ARTICLE VIII
OPTION PROVISIONS

     Each option granted under the Plan shall be in such form as the Board or
Committee may from time to time approve. All options under the Plan are
intended to be granted as "incentive" or "non-qualified" stock options. All
options granted under the Plan shall be subject to the following terms and
conditions unless otherwise varied by the Board or Committee:

     a)     DOLLAR LIMITATIONS. Each Incentive Option grant shall constitute a
"qualified" stock option eligible for favorable tax treatment under Section
422 of the Code, provided that no more than $100,000 of such options (based
upon the fair market value of the underlying shares as of the date of grant)
can first become exercisable for any employee in any calendar year. To the
extent any option grant exceeds the $100,000 limitation, it shall constitute a
non-qualified stock option. Each stock option agreement shall specify as to
whether it is an incentive and/or a non-qualified stock option. For purposes
of this paragraph, options granted under all plans of the Company and
affiliated companies which are qualified under Section 422 of the Internal
Revenue Code shall be included.

     b)     PAYMENT. The full purchase price of the Shares acquired upon the
exercise of any option shall be paid in cash, by certified or cashier's check,
by common stock of the Company, or by cancellation of indebtedness of the
Company.

     c)     EXERCISE PERIOD. The period for exercising an option shall
commence not earlier than one (1) week from the date of grant and shall end no
more than ten years from the date of grant, provided however, an Incentive
Option granted to an eligible employee owning more than 10% of the Common
Stock, shall end no more than five years after the date of the grant.
Outstanding options shall become immediately exercisable in full in the event
that the Company is acquired by merger, purchase of all or substantially all
of the Company's assets, or purchase of a majority of the outstanding stock by
a single party or group acting in concert.

     d)     RIGHTS OF OPTIONEE BEFORE EXERCISE.   The holder of an option
shall not have the right of a stockholder with respect to the Shares covered
by his or her option until such Shares have been issued to him or her upon
exercise of an option.

     e)     NO RIGHT TO CONTINUED EMPLOYMENT. Nothing herein shall be
construed to confer upon any optionee any right to continue in the employ of
the Company or to interfere in any way with the right of the Company as an
employer to terminate his or her employment at any time, nor to derogate from
the terms of any written employment agreement between the Company and the
optionee.

     f)     NON-TRANSFERABILITY OF OPTION  No option shall be transferable by
the optionee otherwise than by will or by the laws of decent and distribution,
and each option shall be exercisable during the optionee's lifetime only by
the optionee.

     g)     DATE OF GRANT. The date on which the Board or Committee approves
the granting of an option shall be considered the date on which such option is
granted.

ARTICLE IX
RESTRICTIONS ON TRANSFER

     During any period in which the offering of the Shares under the Plan is
not registered under federal and state securities laws, the optionee shall
agree in the Stock Option Agreements that they are acquiring the Shares under
the Plan for investment purposes, and not for resale, and that the Shares
cannot be resold or otherwise transferred except pursuant to registration or
unless, in the opinion of counsel for the Company, registration is not
required.

     Any restrictions upon Shares acquired upon exercise of an option pursuant
to the Plan and the Stock Option Agreement shall be binding upon the optionee
and his or her heirs, executors, and administrators . Any stock certificate
issued under the Plan which is subject to restrictions shall be endorsed so as
to refer to the restrictions on transfer imposed by the Plan and by applicable
securities laws.

ARTICLE X
RELATIONSHIP TO OTHER PLANS

     Nothing in this Plan shall prevent the Company or any subsidiary from
adopting or continuing other or additional compensation arrangements,
including without  limitation  plans  providing for the granting of restricted
or unrestricted stock options and cash or common stock performance bonuses.
Grants under the Plan may form a part of or otherwise be related to such other
or additional compensation arrangements.

ARTICLE XI
AMENDMENT AND DISCONTINUANCE

     The Board shall have the right at any time and from time to time to
amend, modify, or discontinue the Plan, except that (a) no such amendment,
modification, or discontinuance shall revoke or alter the terms of any valid
option previously granted in accordance with the Plan, without the consent of
the holder of the option, and (b) no action of the Board may, without approval
by the affirmative vote of a majority of the vote of the stockholders cast at
a meeting at which a quorum is present, (i) increase the maximum number of
shares subject to the Plan, or (ii) materially increase the benefits accruing
to participants under the Plan or materially  modify the requirements for
eligibility under the Plan.

ARTICLE XII
GOVERNMENT REGULATION

     The Plan and the grant of options thereunder shall be subject to all
applicable governmental rules and regulations; and, any other provisions of
this Plan to the contrary notwithstanding, the Board may in its discretion and
without any shareholder action, make such changes in the Plan as may be
required, in its opinion, to conform the Plan to such rules and regulations.

ARTICLE XIII
EFFECTIVE DATE OF PLAN

     The Plan shall become effective on such date as the Board shall
determine, but subject to the approval by the affirmative vote of the holders
of a majority of the shares of the Company. The Plan will terminate ten years
from its effective date unless sooner terminated by the Board.

CERTIFICATE OF ADOPTION

     The undersigned, duly elected and acting Secretary of PayStar
Communications Corporation, hereby certifies that the Board of Directors and a
majority of the shareholders of the Company adopted the foregoing Plan on
November 3, 1998, and that the Plan was amended on January 3, 2000, and on
December 4, 2000.

     Harry Martin, Secretary