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                                                                    EXHIBIT 10.1



                                   CARDXX INC.


                             1998 STOCK OPTION PLAN















                  Adopted and Effective as of December 1, 1998




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                       CARDXX INC. 1998 STOCK OPTION PLAN



1. PURPOSE OF THE PLAN.

     This CARDXX Inc. 1998 Stock Option Plan is intended to promote the
interests of the Company and its shareholders by providing the Company's
officers, directors, key employees and consultants, on whose judgment,
initiative, and efforts the successful conduct of the business of the Company
depends, and who are responsible for the management, growth, and protection of
the business, with appropriate incentives and rewards to encourage them to
continue in the employ of the Company and to maximize their performance.


2. DEFINITIONS.

     As used in the Plan, the following definitions apply to the terms indicated
below:

     (a) "Board of Directors" shall mean the Board of Directors of the Company.

     (b) "Cause" shall mean, when used in connection with the termination of a
Participant's employment, the termination of the Participant's employment on
account of: (i) the willful and continued failure by the Participant
substantially to perform his or her duties and obligations to the Company (other
than any such failure resulting from incapacity due to physical or mental
illness), (ii) the willful violation by the Participant of (A) any federal or
state law or (B) any rule of the Company, which violation would materially
reflect on the Participant's character, competence, or integrity, (iii) a breach
by a Participant of the Participant's duty of loyalty to the Company such as
Participant's solicitation of customers or employees of the Company on behalf of
any other person, (iv) the Participant's unauthorized removal from the Company's
premises of any document (in any medium or form) relating to the Company, its
business, or its customers, provided, however, that no such removal shall be
deemed "unauthorized" if it is in furtherance of an individual's duties and
obligations to the Company and such removal is a common practice at the Company,
(v) the Participant's unauthorized disclosure to any person of any confidential
information regarding the Company, (vi) the willful engaging by the Participant
in any other misconduct which is materially injurious to the Company or (vii)
any event that constitutes "cause" (or any similar term that constitutes the
basis on which the Company may terminate the employee's employment with the
Company) for purposes of an employment agreement between the Participant and the
Company. For purposes of this


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Section 2(b), no act, or failure to act, on a Participant's part shall be
considered "willful" unless done, or omitted to be done, by the Participant in
bad faith and without reasonable belief that the action or omission was in the
best interests of the Company. Any rights the Company may have hereunder in
respect of the events giving rise to Cause shall be in addition to the rights
the Company may have under any other agreement with the Participant or at law or
in equity. If, subsequent to the termination of a Participant's employment
without Cause, it is determined by the Board of Directors that the Participant's
employment could have been terminated for Cause, such Participant's employment
shall, at the election of the Committee in its sole discretion, be deemed to
have been terminated for Cause.

     (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (d) "Committee" shall mean the Compensation Committee of the Board;
provided, however, the Compensation Committee shall not take any action under
the Plan unless it is at all times composed solely of not less than three
"Non-Employee Directors" within the meaning of Rule 16b-3, as promulgated under
the Securities Exchange Act of 1934, as amended. In the event the Compensation
Committee is not composed of three Non-Employee Directors when the Company is
subject to the Securities Act, or, in the event the Committee is unable to act,
the Board shall take any and all actions required or permitted to be taken by
the Committee under the Plan and shall serve as the Committee.

     (e) "Company" shall mean CARDXX Inc., a Nevada corporation.

     (f) "Company Stock" shall mean the common stock, par value $.001 per share,
of the Company.

     (g) "Disability" shall mean any physical or mental condition as a result of
which a Participant is disabled within the meaning of Section 422(c)(6) of the
Code.

     (h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

     (i) "Fair Market Value" with respect to a share of Company Stock on any
relevant date shall be determined in accordance with the following provisions:

          (1) If, at the time an Option is granted under the Plan, the Company
is publicly traded, "Fair Market Value" shall be determined as of the last
business day for which the prices or quotes discussed in this sentence are
available prior

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to the date such Option is granted and shall mean (i) the closing selling price
per share on that date of the Company Stock on the principal national securities
exchange on which the Company Stock is traded, if the Company Stock is then
traded on a national securities exchange; or (ii) the closing selling price per
share on that date of the Company Stock on the NASDAQ National Market List, if
the Company Stock is not then traded on a national securities exchange; or (iii)
the closing bid price per share last quoted on that date by an established
quotation service for over-the-counter securities, if the Company Stock is not
reported on the NASDAQ National Market List.

          (2) If the Company Stock is not publicly traded at the time an Option
is granted under the Plan, "Fair Market Value" shall be deemed to be the fair
value of the Company Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Company Stock in private
transactions negotiated at arm's length.

     (j) "Incentive Award" shall mean an Option, a SAR, a Restricted Stock, or
Stock Bonus Award granted pursuant to the terms of the Plan.

     (k) "Incentive Stock Option" shall mean an Option that is an "incentive
stock option" within the meaning of Section 422 of the Code and that is
identified as an Incentive Stock Option in the agreement by which it is
evidenced.

     (l) "Issue Date" shall mean the date established by the Committee on which
certificates representing shares of Restricted Stock shall be issued by the
Company pursuant to the terms of Section 8(d) hereof.

     (m) "Non-Qualified Stock Option" shall mean an Option that is not an
Incentive Stock Option.

     (n) "Option" shall mean an option to purchase shares of Company Stock
granted pursuant to Section 6 hereof. Each Option, or portion thereof, shall be
identified as either an Incentive Stock Option or a Non-Qualified Stock Option
in the agreement by which such Option is evidenced.

     (o) "Participant" shall mean an employee, officer, director or outside
director of the Company or any subsidiary of the Company or a consultant to the
Company or any subsidiary of the Company selected to participate in the Plan and
to whom an Incentive Award is granted pursuant to the Plan, and, upon his or her
death, that person's successors, heirs, executors, and administrators, as the
case may be.

     (p) "Person" shall mean a "person," such as term is used in Sections 13(d)
and 14(d) of the Exchange Act.

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     (q) "Plan" shall mean this CARDXX Inc. 1998 Stock Option Plan, as it may be
amended from time to time.

     (r) "Restricted Stock" shall mean a share of Company Stock that is granted
pursuant to the terms of Section 8 hereof and that is subject to the
restrictions set forth in Section 8(c) hereof for as long as such restrictions
continue to apply to such share.

     (s) "Retirement" shall mean a Participant's termination of employment
(other than by reason of death or Disability and other than a termination that
is (or is deemed to have been) for Cause) on or after the later of (i) the date
the Participant attains age 65 and (ii) the date the Participant has completed
five years of service with the Company.

     (t) "Securities Act" shall mean the Securities Act of 1933, as amended.

     (u) "SAR" shall mean a stock appreciation right granted pursuant to Section
7 hereof.

     (v) "Stock Bonus" shall mean a grant of a bonus payable in shares of
Company Stock pursuant to Section 9 hereof.

     (w) "Vesting Date" shall mean the date and/or dates established by the
Committee on which an Incentive Award may vest. In the absence of provisions in
an individual grant agreement to the contrary, Options shall vest ratably over a
three (3) year period, at thirty-three and one-third (33 1/3%) percent per year.


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3. STOCK SUBJECT TO THE PLAN.

     (a) Plan Awards.

         Under the Plan, the Committee may, in its sole and absolute discretion,
grant any or all of the following types of Incentive Awards to a Participant: an
Option, a SAR, a Restricted Stock, or Stock Bonus Award.

     (b) Individual Awards.

         Incentive Awards granted under the Plan may be made up entirely of one
type of Incentive Award or any combination of types of Incentive Awards
available under the Plan, in the Committee's sole discretion.

     (c) Aggregate Plan Share Reserve.

         The total number of shares of Company Stock available for grants of
Incentive Awards under the Plan shall be 1,200,000 subject to adjustment in
accordance with Section 10 of the Plan. These shares may be either authorized
but unissued, newly issued shares, or reacquired shares of Company Stock. If an
Incentive Award or portion thereof shall expire or terminate for any reason
without having been exercised in full, the unexercised shares covered by such
Incentive Award shall be available for future grants of Incentive Awards under
the Plan.


4. ADMINISTRATION OF THE PLAN.

     The Plan shall be administered by the Committee. The Committee shall from
time to time designate the employees, officers, directors and outside directors
of the Company or any subsidiary of the Company or consultants to the Company or
any subsidiary of the Company who shall be granted Incentive Awards and the
amount and type of such Incentive Awards.

     The Committee shall have the full authority and discretion to administer
the Plan, including authority to interpret and construe any provision of the
Plan and the terms of any Incentive Award issued under the Plan. The Committee
may also adopt any rules and regulations for administering the Plan as it may
deem necessary or appropriate. Decisions of the Committee shall be final and
binding on all parties.

     The Committee may, in its absolute discretion, without amendment to the
Plan, (i) accelerate the date on which any Option or SAR granted under the Plan
becomes exercisable or otherwise adjust any of the terms of such Option or SAR
(except that no such adjustment shall, without the consent of a Participant,


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reduce the Participant's rights under any previously granted and outstanding
Incentive Award), (ii) accelerate the Vesting Date or Issue Date of any share of
Restricted Stock issued under the Plan, or waive any condition imposed
thereunder, and (iii) otherwise adjust or waive any condition imposed on any
Incentive Award made hereunder.

     In addition, the Committee may, in its absolute discretion and without
amendment to the Plan, grant Incentive Awards of any type to Participants on the
condition that such Participants surrender to the Committee for cancellation
such other Incentive Awards of the same or any other type (including, without
limitation, Incentive Awards with higher exercise prices or values) as the
Committee specifies. Notwithstanding Section 3(c) herein, prior to the surrender
of such other Incentive Awards, Incentive Awards granted pursuant to the
preceding sentence of this Section 4 shall not count against the limit set forth
in such Section 3(c).

     Whether an authorized leave of absence, or absence in military or
government service, shall constitute termination of employment shall be
determined by the Committee, subject to applicable laws.

     No member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company (and any affiliate that may
adopt the Plan), jointly and severally, shall indemnify and hold harmless each
member of the Committee and each other director or employee of the Company (or
affiliate) to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination unless such action, omission or determination was taken or made by
such member, director or employee in bad faith and without reasonable belief
that it was in the best interests of the Company and its affiliates, as the case
may be.


5. ELIGIBILITY.

     The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be those employees, officers, directors and outside directors of
the Company or consultants to the Company who are responsible for the
management, growth, and protection of the business of the Company; provided,
however, that only employees of the Company shall be eligible to receive
Incentive Awards consisting of Incentive Stock Options.

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6. STOCK OPTION AWARDS.

     The Committee may grant Options pursuant to the Plan. Such Options shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. Options shall comply with and be subject to the following terms and
conditions:

     (a) Identification of Options.

         All Options granted under the Plan shall be clearly identified in the
agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options or a combination of both.

     (b) Exercise Price.

         The exercise price of any Non-Qualified Stock Option granted under the
Plan shall be such price as the Committee shall determine, which may be equal to
or less than the Fair Market Value of a share of Company Stock on the date such
Non-Qualified Stock Option is granted; provided, that such price may not be less
than the minimum price required by law. The exercise price of any Incentive
Stock Option granted under the Plan shall be not less than 100% of the Fair
Market Value of a share of Company Stock on the date on which such Incentive
Stock Option is granted.

     (c) Term and Exercise of Options.

          (i) Each Option shall be exercisable on such date or dates, during
such period, and for such number of shares of Company Stock as shall be
determined by the Committee on the day on which such Option is granted and set
forth in the Option agreement with respect to such Option; provided, however
that no Option shall be exercisable after the expiration of ten years from the
date such Option was granted; and, provided, further, that each Option shall be
subject to earlier termination, expiration or cancellation as provided in the
Plan.

          (ii) Each Option shall be exercisable in whole or in part. The partial
exercise of an Option shall not cause the expiration, termination or
cancellation of the remaining portion thereof. Upon the partial exercise of an
Option, the agreement evidencing such Option, marked with such notations as the
Committee may deem appropriate to evidence such partial exercise, shall be
returned to the Participant exercising such Option together with the delivery of
the certificates described in Section 6(e) hereof.

          (iii) An Option shall be exercised by delivering a written notice to
the Company's principal office to the attention of its Secretary. Such notice
shall specify the number of shares of Company Stock with respect to which the
Option

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is being exercised, shall be signed by the Participant, and shall be accompanied
by the agreement (or agreements) evidencing the Option and payment in full of
the applicable exercise price for shares of Company Stock purchased in any
combination of the forms specified below:

               (A) in cash, by certified check, bank cashier's check, or wire
transfer,

               (B) subject to the approval of the Committee, in shares of
Company Stock owned by the Participant and valued at their Fair Market Value on
the date of such exercise,

               (C) subject to the approval of the Committee, pursuant to a
"cashless exercise" pursuant to procedures adopted by the Committee whereby the
Participant, by a properly written notice, directs (a) an immediate market sale
or margin loan respecting all or a part of the shares of Company Stock to which
the Participant is entitled upon exercise pursuant to an extension of credit by
the Company to the Participant of the exercise price, (b) the delivery of the
shares of the Company Stock from the Company directly to the brokerage firm, and
(c) the delivery of the exercise price from the sale or margin loan proceeds
from the brokerage firm directly to the Company, or

               (D) such other methods as the Committee may approve, from time to
time.

Any payments in shares of Company Stock shall be effected by the delivery of
such shares to the Secretary of the Company, duly endorsed in blank or
accompanied by stock powers duly executed in blank, together with any other
documents and evidences as the Secretary of the Company shall require from time
to time

     (d) Nonassignability.

         During the lifetime of a Participant, each Option granted to him or her
shall be exercisable only by him or her. No Option shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution.

     (e) Issuance of Certificates.

         Certificates for shares of Company Stock purchased upon the exercise of
an Option shall be issued in the name of the Participant or his or her
beneficiary, as the case may be, and delivered to the Participant or his or her
beneficiary, as the case may be, as soon as practicable following the date on
which the Option is exercised.

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     (f) Limitations on Grant of Incentive Stock Options.

          (i) The aggregate Fair Market Value of shares of Company Stock with
respect to which Incentive Stock Options granted hereunder are exercisable for
the first time by a Participant during any calendar year under the Plan and any
other stock option plan of the Company (or any "subsidiary corporation" of the
Company within the meaning of Section 424 of the Code) shall not exceed
$100,000. Such Fair Market Value shall be determined as of the date on which
each such Incentive Stock Option is granted. In the event that the aggregate
Fair Market Value of shares of Company Stock with respect to such Incentive
Stock Options exceeds $100,000, then Incentive Stock Options granted hereunder
to such Participant shall, to the extent and in the order in which they were
granted, automatically be deemed to be Non-Qualified Stock Options, but all
other terms and provisions of such Incentive Stock Options shall remain
unchanged.

          (ii) No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual owns stock possessing more than
10% of the total combined voting power of all classes of stock of the Company or
any of its "subsidiary corporations" (within the meaning of Section 424 of the
Code), unless (I) the exercise price of such Incentive Stock Option is at least
110% of the Fair Market Value of a share of Company Stock at the time such
Incentive Stock Option is granted and (II) such Incentive Stock Option is not
exercisable after the expiration of five years from the date such Incentive
Stock Option is granted.

          (iii) No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual is not an employee of the
Company.

     (g) Effect of Termination of Employment.

          (i) In the event the employment of a Participant with the Company
shall terminate (as determined by the Committee in its sole discretion) for any
reason other than Retirement, Disability, death or for Cause, (A) Options
granted to such Participant, to the extent that they were exercisable at the
time of such termination, shall remain exercisable until 90 days after the date
of such termination, on which date they shall expire, and (B) Options granted to
such Participant, to the extent that they were not exercisable at the time of
such termination, shall expire at the close of business on the date of such
termination; provided, however, that no Option shall be exercisable after the
expiration of its term.

          (ii) In the event that the employment of a Participant with the
Company shall terminate on account of the Retirement, Disability or death of the


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Participant, (A) Options granted to such Participant, to the extent that they
were exercisable at the time of such termination, shall remain exercisable until
the expiration of their term and (B) Options granted to such Participant, to the
extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination. The effect of
exercising any Incentive Stock Option on a day that is more than 90 days after
the date of such termination (or, in the case of a termination of employment on
account of Disability, on a day that is more than one year after the date of
such termination) will be to cause such Incentive Stock Option to be treated as
a Non-Qualified Stock Option.

          (iii) In the event of the termination of a Participant's employment
for Cause, all outstanding Options granted to such Participant shall
automatically expire at the commencement of business as of the date of such
termination.


7. SARS.

     The Committee may grant SARs pursuant to the Plan, which SARs shall be
evidenced by agreements in such form as the Committee shall from time to time
approve. SARs shall comply with and be subject to the following terms and
conditions:

     (a) Exercise Price.

         The exercise price of any SAR granted under the Plan shall be
determined by the Committee in its discretion at the time of the grant of
such SAR.

     (b) Benefit Upon Exercise.

          (i) The exercise of a SAR with respect to any number of shares of
Company Stock shall entitle a Participant to a cash payment, for each such
share, equal to the excess of (A) the Fair Market Value of a share of Company
Stock on the exercise date over (B) the exercise price of the SAR (subject to
applicable withholding payment requirements).

          (ii) All payments under this Section 7(b) shall be made as soon as
practicable, but in no event later than five business days, after the date of
the exercise.

     (c) Term and Exercise of SARs.

          (i) Each SAR shall be exercisable on such date or dates, during such
period, and for such number of shares of Company Stock as shall be

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determined by the Committee and set forth in the SAR agreement with respect to
such SAR; provided, however, that no SAR shall be exercisable after the
expiration of ten years from the date such SAR was granted; and provided,
further, however, that each SAR shall be subject to earlier termination,
expiration or cancellation as provided in the Plan.

          (ii) Each SAR may be exercised in whole or in part. The partial
exercise of a SAR shall not cause the expiration, termination or cancellation of
the remaining portion thereof. Upon the partial exercise of a SAR, the agreement
evidencing such SAR, marked with such notations as the Committee may deem
appropriate to evidence such partial exercise, shall be returned to the
Participant exercising such SAR together with the payment described in Section
7(b) or 7(b)(ii) hereof.

          (iii) A SAR shall be exercised by delivering written notice to the
Company's principal office, to the attention of its Secretary. Such notice shall
be accompanied by the applicable agreement (or agreements) evidencing the SAR,
shall specify the number of shares of Company Stock with respect to which the
SAR is being exercised, and shall be signed by the Participant. The date upon
which such written notice is received by the Company shall be the exercise date
for the SAR.

          (iv) During the lifetime of a Participant, each SAR granted to him or
her shall be exercisable only by him or her. No SAR shall be assignable or
transferable otherwise than by will or by the laws of descent and distribution.

     (d) Termination of Employment.

          (i) In the event that the employment of a Participant with the Company
shall terminate (as determined by the Committee in its sole discretion) for any
reason other than Retirement, Disability, death or for Cause, (A) SARs granted
to such Participant, to the extent that they were exercisable at the time of
such termination, shall remain exercisable until the 30th day after such
termination, on which date they shall expire and (B) SARs granted to such
Participant, to the extent that they were not exercisable at the time of such
termination, shall expire at the close of business on the date of such
termination; provided, however, that no SAR shall be exercisable after the
expiration of its term.

          (ii) In the event that the employment of a Participant with the
Company shall terminate on account of the Retirement, Disability or death of the
Participant, (A) SARs granted to such Participant, to the extent that they were
exercisable at the time of such termination, shall remain exercisable until the
expiration of their term and (B) SARs granted to such Participant, to the extent


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that they were not exercisable at the time of such termination, shall expire at
the close of business on the date of such termination.

          (iii) In the event of the termination of the Participant's employment
for Cause, all outstanding SARs granted to such Participant shall automatically
expire at the commencement of business as of the date of such termination.

     (e) Tandem SARs.

         SARs may be granted in tandem with Options (or on a stand-alone basis).
To the extent SARs are granted in tandem with Options and SARs are exercised,
the related Options shall be cancelled. Similarly, if the Options are exercised,
the related SARs shall be cancelled.


8. RESTRICTED STOCK.

     The Committee may grant shares of Restricted Stock pursuant to the Plan.
Each grant of shares of Restricted Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve. Each grant of shares
of Restricted Stock shall comply with and be subject to the following terms and
conditions:

     (a) Issue Date and Vesting Date.

         At the time of the grant of shares of Restricted Stock, the Committee
shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates
with respect to such shares. The Committee may divide such shares into classes
and assign a different Issue Date and/or Vesting Date for each class. Except as
provided in Sections 8(c) and 8(f) hereof, upon the occurrence of the Issue Date
with respect to a share of Restricted Stock, a share of Restricted Stock shall
be issued in accordance with the provisions of Section 8(d) hereof. Provided
that all conditions to the vesting of a share of Restricted Stock imposed
pursuant to Section 8(b) hereof are satisfied, and except as provided in
Sections 8(c) and 8(f) hereof, upon the occurrence of the Vesting Date with
respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 8(c) hereof shall cease to apply to such share.

     (b) Conditions to Vesting.

         At the time of the grant of shares of Restricted Stock, the Committee
may impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion, deems
appropriate. By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any shares of Restricted

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Stock, that the Participant or the Company achieve such performance criteria as
the Committee may specify at the time of the grant of such shares.

     (c) Restrictions on Transfer Prior to Vesting.

         Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights to such share, whether voluntary or involuntary, by
operation of law or otherwise, shall vest the transferee with any interest, or
right in, or with respect to, such share, but immediately upon any attempt to
transfer such rights, such share, and all the rights related thereto, shall be
forfeited by the Participant and the transfer shall be of no force or effect.

     (d) Issuance of Certificates.

          (i) Except as provided in Sections 8(c) or 8(f) hereof, reasonably
promptly after the Issue Date with respect to shares of Restricted Stock, the
Company shall cause to be issued a stock certificate, registered in the name of
the Participant to whom such shares were granted, evidencing such shares,
provided, that the Company shall not cause to be issued such stock certificate
unless it has received a stock power duly endorsed in blank with respect to such
shares. Each such stock certificate shall bear the following legend:

     THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK
     REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS, AND
     CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST
     TRANSFER) CONTAINED IN THE CARDXX INC. 1998 STOCK OPTION AND PLAN AND
     INCENTIVE AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER OF
     SUCH SHARES AND CARDXX INC. A COPY OF THE PLAN AND AGREEMENT IS ON
     FILE IN THE OFFICE OF THE SECRETARY OF CARDXX INC., 701 AUTOMATION
     DRIVE, WINDSOR, COLORADO 80550.

Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms hereof.

          (ii) Each certificate issued pursuant to Section 8(d)(i) hereof,
together with the stock powers relating to the shares of Restricted Stock
evidenced by such certificate, shall be deposited by the Company with a
custodian designed by the Company. The Company shall cause such custodian to
issue to the Participant a receipt evidencing the certificates held by it which
are registered in the name of the Participant.


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     (e) Consequences Upon Vesting.

         Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 8(c) hereof shall cease to apply to such
share. Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 8(d)(i) hereof, together with any
other property of the Participant held by the custodian pursuant to Section
8(d)(ii) hereof.

     (f) Effect of Termination of Employment.

          (i) In the event that the employment of a Participant with the Company
shall terminate for any reason other than Cause prior to the vesting of shares
of Restricted Stock granted to such Participant, shall be forfeited on the date
of such termination, provided however, that the Committee may, in its sole and
absolute discretion, vest the Participant in all or any portion of shares of
Restricted Stock which would otherwise be forfeited pursuant to the provisions
of this Section.

          (ii) In the event of the termination of a Participant's employment for
Cause, all shares of Restricted Stock granted to such Participant which have not
vested as of the date of such termination shall immediately be forfeited.


9. STOCK BONUSES.

     The Committee may grant Stock Bonuses in such amounts as it shall determine
from time to time. A Stock Bonus shall be paid at such time and subject to such
conditions as the Committee shall determine at the time of the grant of such
Stock Bonus. Certificates for shares of Company Stock granted as a Stock Bonus
shall be issued in the name of the Participant to whom such grant was made and
delivered to such Participant as soon as practicable after the date on which
such Stock Bonus is required to be paid.


10. ADJUSTMENT UPON CHANGES IN COMPANY STOCK.

     (a) Shares Available for Grants.

         In the event of any change in the number of shares of Company Stock
outstanding by reason of any stock dividend or split, reverse stock split,
recapitalization, merger, consolidation, combination or exchange of shares or
similar corporate change, the maximum number of shares of Company Stock

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with respect to which the Committee may grant Options, SARs, shares of
Restricted Stock, and Stock Bonuses under Section 3 hereof shall be
appropriately adjusted by the Committee. In the event of any change in the
number of shares of Company Stock outstanding by reason of any other event or
transaction, the Committee may, but need not, make such adjustments in the
number of shares of Company Stock with respect to which Options, SARs, shares of
Restricted Stock, and Stock Bonuses may be granted under Section 3 hereof as the
Committee may deem appropriate.

     (b) Outstanding Restricted Stock.

         Unless the Committee in its absolute discretion otherwise determines,
any securities or other property (including dividends paid in cash) received by
a Participant with respect to a share of Restricted Stock, the Issue Date with
respect to which occurs prior to such event, but which has not vested as of the
date of such event, as a result of any dividend, stock split, reverse stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or similar corporate exchange will not vest until such share of Restricted Stock
vests and shall be promptly deposited with the custodian designated pursuant to
Section 8(d)(ii) hereof.

     The Committee may, in its absolute discretion, adjust any grant of shares
of Restricted Stock, the Issue Date with respect to which has not occurred as of
the date of the occurrence of any of the following events, to reflect any
dividend, stock split, reverse stock split, recapitalization, merger,
consolidation, combination, exchange of shares or similar corporate change as
the Committee may deem appropriate to prevent the enlargement or dilution of
rights of Participants under the grant.

     (c) Outstanding Options and SARs - Increase or Decrease in Issued Shares
         Without Consideration.

         Subject to any required action by the shareholders of the Company, in
the event of any increase or decrease in the number of issued shares of Company
Stock resulting from a subdivision or consolidations of shares of Company Stock
or the payment of a stock dividend on the shares of Company Stock, or any other
increase or decrease in the number of such shares effected without receipt of
consideration by the Company, the Company shall proportionally adjust the number
of shares of Company Stock subject to each outstanding Option and SAR, and the
exercise price per share of Company Stock of each such Option and SAR.

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     (d) Outstanding Options and SARs - Certain Mergers.

         Subject to any required action by the shareholders of the Company, in
the event that the Company shall be the surviving corporation in any merger or
consolidation (except a merger or consolidation as a result of which the holders
of shares of Company Stock receive securities of another corporation), each
Option and SAR outstanding on the date of such merger or consolidation shall
pertain to and apply to the securities which a holder of the number of shares of
Company Stock subject to such Option or SAR would have received in such merger
or consolidation.

     (e) Outstanding Options, SARs - Certain Other Transactions.

         In the event of a dissolution or liquidation of the Company; a sale of
substantially all of the Company's assets, a merger or consolidation involving
the Company in which the Company is not the surviving corporation; or a merger
or consolidation involving the Company in which the Company is the surviving
corporation but the holders of shares of Company Stock receive securities of
another corporation and/or other property, including cash, the Committee shall,
in its absolute discretion, have the power to:

          (i) cancel, effective immediately prior to the occurrence of such
event, each Option and SAR outstanding immediately prior to such event (whether
or not then exercisable), and, in full consideration of such cancellation, pay
to the Participant to whom such Option or SAR was granted an amount in cash, for
each share of Company Stock subject to such Option or SAR, respectively, equal
to the excess of (A) the value, as determined by the Committee in its absolute
discretion, of the property (including cash) received by the holder of a share
of Company Stock as a result of such event over (B) the exercise price of such
Option or SAR (subject to applicable withholding payment requirements); or

          (ii) provide for the exchange of each Option and SAR outstanding
immediately prior to such event (whether or not then exercisable) for an option
on or stock appreciation right with respect to, as appropriate, some or all of
the property for which such Option or SAR is exchanged and, incident thereto,
make an equitable adjustment as determined by the Committee in its absolute
discretion in the exercise price of the option or stock appreciation right, or,
if appropriate, provide for a cash payment to the Participant to whom such
Option or SAR was granted in partial consideration for the exchange of the
Option or SAR.

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     (f) Outstanding Options and SARs - Other Changes.

         In the event of any change in the capitalization of the Company or a
corporate change other than those specifically referred to in Section 10(c),(d)
or (e) hereof, the Committee may in its absolute discretion, make such
adjustments in the number of shares subject to Options or SARs outstanding on
the date on which such change occurs and in the per share exercise price of each
such Option and SAR as the Committee may consider appropriate to prevent
dilution or enlargement or rights.

     (g) No Other Rights.

         Except as expressly provided in the Plan, no Participant shall have any
rights by reason of any subdivision or consolidation of Company Stock, the
payment of any dividend, any increase or decrease in the number of shares of
Company Stock or any dissolution, liquidation, merger or consolidation of the
Company or any other corporation. Except as expressly provided in the Plan, no
issuance by the Company of Company Stock, or securities convertible into shares
of Company Stock, shall affect, and no adjustment by reason thereof shall be
made with respect to, the number of shares of Company Stock subject to an
Incentive Award or the exercise price of any Option or SAR.


11. RIGHTS AS A STOCKHOLDER.

     (a) No Rights as a Stockholder.

         No person shall have any rights as a stockholder with respect to any
shares of Company Stock covered by or relating to any Incentive Award granted
pursuant to the Plan until the date the person becomes the owner of record with
respect to such shares. Except as otherwise expressly provided in Section 10
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

     (b) Accrual of Dividends.

         Whenever Restricted Shares are paid to a Participant or beneficiary
under the Plan, such Participant or beneficiary shall also be entitled to
receive, with respect to each Restricted Share paid, an amount equal to any cash
dividends, and number of shares of Company Stock equal to any stock dividends,
declared and paid with respect to a share of Company Stock between the date the
relevant Restricted Share award was granted and the date the Restricted Shares
are being distributed. At the discretion of the Committee,

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interest may be paid on the amount of cash dividends withheld, including cash
dividends on stock dividends, at a rate and subject to such terms as determined
by the Committee.


12. NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHTS TO INCENTIVE AWARD.

     (a) No Special Employment Rights.

         Nothing contained in the Plan or any Incentive Award shall confer upon
any Participant any right with respect to the continuation of his or her
employment by or service with the Company or any subsidiary of the Company or
interfere in any way with the right of the Company, subject to the terms of any
separate employment or consulting agreement to the contrary, at any time to
terminate such employment or service or to increase or decrease the compensation
of the Participant from the rate in existence at the time of the grant of an
Incentive Award.

     (b) No Rights to Incentive Awards.

         No person shall have any claim or right to receive an Incentive Award
hereunder. The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.


13. SECURITIES MATTERS.

     (a) The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any interests in the Plan or any shares of
Company Stock to be issued hereunder or to effect similar compliance under any
state laws. Notwithstanding anything herein to the contrary, the Company shall
not be obligated to cause to be issued or delivered any certificates evidencing
shares of Company Stock pursuant to the Plan unless and until the Company is
advised by its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations of governmental authority, and
the requirements of NASDAQ and any other securities exchange on which shares of
Company Stock are traded. The Committee may require, as a condition of the
issuance and delivery of certificates evidencing shares of Company Stock
pursuant to the terms hereof, that the recipient of such shares make such
covenants, agreements, and representations, and that such certificates bear such
legends, as the Committee, in its sole discretion, deems necessary or desirable.

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     (b) The exercise of any Option granted hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of shares of Company Stock pursuant to such exercise is in compliance
with all applicable laws, regulations of governmental authority, and the
requirements of NASDAQ and any other securities exchange on which shares of
Company Stock are traded. The Committee may, in its sole discretion, defer the
effectiveness of any exercise of an Option granted hereunder in order to allow
the issuance of shares of Company Stock pursuant thereto to be made pursuant to
registration or an exemption from registration or other methods for compliance
available under federal or state securities laws. The Committee shall inform the
Participant in writing of its decision to defer the effectiveness of the
exercise of an Option granted hereunder. During the period that the
effectiveness of the exercise of an Option has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain a refund of any amount
paid with respect thereto.

     (c) All Company Stock issued pursuant to the terms of the Plan shall
constitute "restricted securities," as that term is defined in Rule 144
promulgated pursuant to the Securities Act, and may not be transferred except in
compliance with the registration requirements of the Securities Act or an
exemption therefrom.

     (d) Certificates for shares of Company Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
     SECURITIES LAWS. THE SHARES MAY NOT BE OFFERD FOR SALE, SOLD, PLEDGED,
     TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES
     EVIDENCE STATISFACTORY TO THE ISSUER (WHICH, IN THE DISCRETION OF THE
     ISSUER, MAY INCLUDE AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER)
     THAT SUCH OFFER SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT
     VIOLATE APPLICATE FEDERAL OR STATE LAWS.

This legend shall not be required for shares of Company Stock issued pursuant to
an effective registration statement under the Securities Act and in accordance
with applicable state securities laws.


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14. WITHHOLDING TAXES.

     (a) Cash Remittance.

         Whenever shares of Company Stock are to be issued upon the exercise of
an Option, the occurrence of the Issue Date or Vesting Date with respect to a
share of Restricted Stock or the payment of a Stock Bonus, the Company shall
have the right to require the Participant to remit to the Company in cash an
amount sufficient to satisfy federal, state, and local withholding tax
requirements, if any, attributable to such exercise, occurrence or payment prior
to the delivery of any certificate or certificates for such shares. In addition,
upon the exercise of an SAR, the Company shall have the right to withhold from
any cash payment required to be made pursuant thereto an amount sufficient to
satisfy the federal, state and local withholding tax requirements, if any,
attributable to such exercise or grant.

     (b) Stock Remittance.

         Subject to Section 14(c) hereof, at the election of the Participant,
subject to the approval of the Committee, when shares of Company Stock are to be
issued upon the exercise of an Option, the occurrence of the Issue Date or the
Vesting Date with respect to a share of Restricted Stock, or the grant of a
Stock Bonus, in lieu of the remittance required by Section 14(a) hereof, the
Participant may tender to the Company a number of shares of Company Stock
determined by such Participant, the Fair Market Value of which at the tender
date the Committee determines to be sufficient to satisfy the minimum federal,
state and local withholding tax requirements, if any, attributable to such
exercise, occurrence or grant and not greater than the Participant's estimated
total federal, state and local tax obligations associated with such exercise,
occurrence or grant.

     (c) Stock Withholding.

         The Company shall have the right, when shares of Company Stock are to
be issued upon the exercise of an Option, the occurrence of the Issue Date or
the Vesting Date with respect to a share of Restricted Stock or the grant of a
Stock Bonus, in lieu of requiring the remittance required by Section 14(a)
hereof, to withhold a number of such shares, the Fair Market Value of which at
the exercise date the Committee determines to be sufficient to satisfy the
federal, state and local withholding tax requirements, if any, attributable to
such exercise, occurrence or grant and is not greater than the Participant's
estimated total, federal, state and local tax obligations associated with such
exercise, occurrence or grant.

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15. AMENDMENT OR TERMINATION OF THE PLAN.

     The Board may at any time, or from time to time, suspend or terminate the
Plan in whole or in part, or amend it in such respects as the Board may deem
appropriate. No amendment, suspension or termination of the Plan shall, without
the Participant's consent, alter or impair any of the rights or obligations
under any Option theretofore granted to an Participant under the Plan. The Board
may amend the Plan, subject to the limitations cited above, in such manner as it
deems necessary to permit the granting of Incentive Awards meeting the
requirements of future amendments or issued regulations, if any, to the Code or
to the Exchange Act.


16. NO OBLIGATION TO EXERCISE.

     The grant to a Participant of an Option or a SAR shall impose no obligation
upon such Participant to exercise such Option or SAR.


17. TRANSFERS UPON DEATH.

     Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's estate or by any person or persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution. No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Incentive Award. Except as provided in this Section 17, no Incentive Award
shall be transferable, and shall be exercisable only by a Participant during the
Participant's lifetime.


18. EXPENSES AND RECEIPTS.

     The expenses of the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Incentive Award will be used for
general purposes.

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19. FAILURE TO COMPLY.

     In addition to the remedies of the Company elsewhere provided for herein, a
failure by a Participant (or beneficiary) to comply with any of the terms and
conditions of the Plan or the agreement executed by such Participant (or
beneficiary) evidencing an Incentive Award, unless such failure is remedied by
such Participant (or beneficiary) within ten days after having been notified of
such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Incentive Award, in whole or in part, as the Committee, in
its absolute discretion may determine.



20. ADOPTION AND EFFECTIVE DATE OF PLAN.

     The Plan was adopted by unanimous written consent of the Board of Directors
of the Company, in lieu of a meeting of the Board, effective as of December 1,
1998 and the Plan was subsequently ratified and approved through action taken by
the written consent of a majority of the shareholders of the Company dated
effective as of December 1, 1998, in lieu of a meeting of such shareholders, all
as permitted under Nevada law.


21. TERM OF THE PLAN.

     The right to grant Incentive Awards under the Plan will terminate upon the
expiration of ten years from the date the Plan was initially adopted.


22. APPLICABLE LAW.

     Except to the extent preempted by an applicable federal law, the Plan will
be construed and administered in accordance with the laws of the State of
Nevada, without reference to the principles of conflicts of law.


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