Exhibit 10.1


    
      

    


    Exhibit
      10.1

    AMENDMENT
      TO OPTION AGREEMENT

    


    THIS
      AMENDMENT, entered into as of July 28, 2005, to that certain Option Agreement
      dated July 12, 2005, between IFT CORPORATION, a Delaware corporation (the
      "Company") and MICHAEL T. ADAMS, an individual (the "Optionee").

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Company desires to make certain changes to the Option Agreement to clarify
      the intent of the parties with respect to the Sales Goal Thresholds and Gross
      Profit Margin vesting criteria; and

    


    WHEREAS,
      pursuant to Section 12 in the Option Agreement, the Option Agreement may only
      be
      amended with the consent of the Optionee; 

    


    NOW,
      THEREFORE, in consideration of the promises and conditions set forth herein,
      the
      parties mutually agree as follows:

    


    FIRST: Section
      4.1 is hereby amended to be and to read in its entirety as follows:

    


    “4.1.       
      Vesting
      Schedule.
      The
      Options vest upon the Company meeting the following Sales Goal Thresholds and
      Gross Profit Margins:

    


    4.1.1       
      80,000
      Options for $ 12 Million in Sales at a 25% Gross Profit Margin for a fiscal
      year;

    4.1.2       
      80,000
      Options for $ 18 Million in Sales at a 25% Gross Profit Margin for a fiscal
      year;

    4.1.3       
      80,000
      Options for $ 24 Million in Sales at a 25% Gross Profit Margin for a fiscal
      year;

    4.1.4       
      80,000
      Options for $ 30 Million in Sales at a 25% Gross Profit Margin for a fiscal
      year; and

    4.1.5       
      80,000
      Options for $ 40 Million in Sales at a 25% Gross Profit Margin for a fiscal
      year.”

    


    SECOND: 
      Section 4.2 is hereby amended to be and to read in its entirety as
      follows:

    


    “4.2       
      Sales
      Goal Thresholds Non-Repetitive.
      The
      Sales Goals Thresholds and number of Options referenced in Section 4.1 are
      non-repetitive, which means once a particular Sales Goal Threshold has been
      met
      for any fiscal year, that same Sales Goal Threshold is not eligible to be used
      again to vest additional options for any other fiscal year (e.g. if the Sales
      Goal in 4.1.1 is met for the 2005 fiscal year, then that same opportunity is
      not
      available for any other fiscal year).”

    


    THIRD:
      Section 4.3 is hereby amended to be and to read in its entirety as
      follows:

    


    “4.3       
      Gross
      Profit Margin Requirement.
      “Gross
      Profit Margin”
is
      calculated by taking Gross Profit and dividing it by Total Sales Revenue.
      Notwithstanding the foregoing, at the sole discretion of the Company’s Board of
      Directors, upon recommendation of the Compensation Committee, the Gross Profit
      Margin Requirement described in this Section 4.3 may be decreased or waived
      entirely for an acquisition(s) or merger or otherwise adjusted as determined
      by
      the Compensation Committee. This Section 4.3 in no way requires the Corporation
      to make an acquisition(s) or merge with any other entity.”

    


    FOURTH:
      Section 4.4 is hereby amended to be and to read in its entirety as
      follows:

    


    “4.4       
      Vesting
      Procedure.
      The
      determination of whether or not a particular Sales Goal Threshold and Gross
      Profit Margin, including any adjustments thereto, if any, is met for a given
      year is made by the Compensation Committee based on the independent annual
      audited financial statements of the Company, as approved by the Audit Committee,
      and ratification and approval of such determination by the Board of
      Directors.”

    


    FIFTH:
      The parties hereto hereby agree that all references in the Option Agreement
      to
      the "Option Agreement" or "Agreement" shall include this Amendment to the Option
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
      day
      and year first above written.

    


    
      	
              IFT
                CORPORATION

            	 	 	 	
              OPTIONEE

            	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              /s/
                Sharmeen Hugue, Secretary

            	 	
              /s/
                Kelly Hicks

            	 	
              /s/
                Michael T. Adams

            	 	
              /s/
                Charles R. Weeks

            
	
              Sharmeen
                Hugue

            	 	
              Witness

            	 	
              Michael
                T. Adams

            	 	
              Witness

            
	
              Corporate
                Secretary