EXHIBIT 10.6



                 CYBER MERCHANTS EXCHANGE, INC., D.B.A. C-ME.COM

                             2001 STOCK OPTION PLAN


         1.  Purpose.  The  purpose  of  this  Plan  is  to  provide  additional
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incentives  to key  employees,  officers,  directors  and  consultants  of CYBER
MERCHANTS  EXCHANGE,  INC.,  and any of its  Subsidiaries,  thereby  helping  to
attract and retain the best available  personnel for positions of responsibility
with those  corporations  and  otherwise  promoting  the success of the business
activities of such  corporations.  It is intended that Options issued under this
Plan constitute nonqualified stock options, unless otherwise specified.

         2.       Definitions.  As used herein, the following definitions apply:
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                  (a)    "1934 Act" means the Securities Exchange Act of 1934,
                         as amended.

                  (b)    "Board" means the Board of Directors of the Employer.

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

                  (d)    "Common Stock" means the Employer's common stock.

                  (e)    "Committee" means the Board or the Committee
                         appointed by the Board in accordance with Section 4(a).

                  (f)    "Continuous   Status  as  an   Employee"   means  the
                         absence  of  any interruption  or  termination  of
                         service as an  Employee;  Continuous Status as an
                         Employee will not be considered interrupted in the case
                         of sick leave, military leave, or any other approved
                         leave of absence.

                  (g)    "Consultant"  means any  person who is not an  employee
                         or officer of  Employer  who serves as a  consultant
                         of the Employer or any Subsidiary of the Employer that
                         is hereafter organized or acquired by the Employer

                  (h)    "Employee"  means any person  employed by or serving as
                         an employee,  officer or director of the Employer or
                         any Subsidiary of the Employer that is hereafter
                         organized or acquired by the Employer.

                  (i)    "Employer" means Cyber Merchants Exchange, Inc., d.b.a.
                         c-me.com, a California corporation.

                  (j)    "Nonemployee Director" has the meaning set forth in
                         Rule 16b-3 under the 1934 Act.


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                  (k)    "Option" means a stock option granted under the Plan.

                  (l)    "Optioned Stock" means the Common Stock subject to an
                         Option.

                  (m)    "Optionee" means any person who receives an Option.

                  (n)    "Plan" means this 2001 Stock Option Plan.

                  (o)    "Subsidiary"  means any bank or other corporation of
                         which not less than fifty  percent (50%) of the voting
                         shares are held by the Employer or a Subsidiary,
                         whether or not such corporation now exists or is
                         hereafter organized or acquired by the Employer or a
                         Subsidiary.

         3.       Stock Subject to Options.
                  ------------------------

                  (a) Number of Shares  Reserved.  The maximum  number of shares
                      --------------------------
         that may be optioned and sold under the Plan is one million (1,000,000)
         shares  of Common  Stock of the  Employer,  subject  to  adjustment  as
         provided in Section  6(j).  During the term of this Plan,  the Employer
         will at all times  reserve and keep  available a  sufficient  number of
         shares of its Common Stock to satisfy the requirements of the Plan.

                  (b) Expired  Options.  If any  outstanding  Option  expires or
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         becomes  unexercisable  for any reason without having been exercised in
         full, the shares of Common Stock allocable to the  unexercised  portion
         of such Option will again become available for other Option grants.

         4.       Administration of the Plan.
                  --------------------------

                  (a) The  Committee.  The  Plan is  administered  by the  Board
                      --------------
         directly,  acting as a Committee of the whole,  or if the Board elects,
         by a separate  Committee  appointed  by the Board for that  purpose and
         consisting  of  at  least  two  Board  members,  all  of  who  must  be
         Nonemployee  Directors.  All references in the Plan to the  "Committee"
         are to such separate  Committee,  if any is established,  or if none is
         then in existence,  then to the Board as a whole.  Once appointed,  any
         such Committee must continue to serve until  otherwise  directed by the
         Board.  From  time to time  the  Board  may  increase  the  size of the
         Committee and appoint additional members thereto,  remove members (with
         or without cause),  appoint new members in substitution  therefor,  and
         fill vacancies (however caused).  At all times, the Board has the power
         to remove all  members of the  Committee  and  thereafter  to  directly
         administer the Plan as a Committee of the whole.

                  (b) Meetings;  Reports.  The Committee shall select one of its
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         members as chairman,  and hold meetings at such times and places as the
         chairman or a majority of the Committee may  determine.  All actions of
         the  Committee  must be either by (i) a majority vote of the members of
         the full Committee at a meeting of the Committee,  or (ii) by unanimous
         written consent of all members of the full Committee without a meeting.


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         At least  annually,  the Committee must present a written report to the
         Board  indicating  the persons to whom Options have been granted  since
         the date of the last such report, and in each case the date or dates of
         Options granted,  the number of shares  optioned,  and the Option price
         per share.

                  (c) Powers of the  Committee.  Subject to all  provisions  and
                      ------------------------
         limitations  of the Plan,  the Committee has the authority and
         discretion to:

                           (1)  Determine the persons to whom Options are to be
                  granted,  the times of grant,  the number of shares to be
                  represented by each Option, and the vesting schedule of the
                  Options;

                           (2)  Interpret the Plan;

                           (3)  Authorize  any person or persons to execute  and
                  deliver Option  agreements or to take any other actions deemed
                  by the Committee to be necessary or  appropriate to effectuate
                  the grant of Options by the Committee; and

                           (4) Make all other  determinations and take all other
                  actions that the Committee  deems  necessary or appropriate to
                  administer   the  Plan  in  accordance   with  its  terms  and
                  conditions.

                  (d) Final Authority;  Limitation of Liability. The Committee's
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         decisions,  determinations and interpretations are final and binding on
         all persons,  including  all Optionees and any other holders or persons
         interested in any Options,  unless otherwise expressly  determined by a
         vote of the majority of the entire Board. No member of the Committee or
         of the Board may be held liable for any action or determination made in
         good faith with respect to the Plan or any Option.

                  (e) Approval of Grants to Committee  Composed of  Non-Employee
                      ----------------------------------------------------------
         Directors.  Any grant of Options to a member of a Committee composed of
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         Non-Employee  Directors  shall  be  approved  of by the  full  Board of
         Directors.  The full Board of Directors  shall then be construed as the
         Committee for purposes of  administering  the Plan with respect to such
         Options.

         5.       Eligibility;  Limitation of Rights.  The grant of Options
                  ----------------------------------
under the Plan is entirely discretionary with the Committee, and the adoption of
the Plan does not confer  upon any  person  any right to  receive  any Option or
Options  unless and until  granted  by the  Committee,  in its sole  discretion.
Neither  the  adoption of the Plan nor the grant of any Options to any person or
Optionee  will  confer  any right to  continued  employment,  nor shall the same
interfere  in any way with that  person's  right or that of the Employer (or any
Subsidiary) to terminate the person's employment at any time.

         6.       Option  Terms;  Conditions.  All  Option  grants  under  the
                  --------------------------
Plan must be (i)  approved  by the  Committee;  and (ii)documented in written
Option  agreements in such form as the Committee  approves from time to time.
All Option  agreements  must comply with, and are subject to the following terms
and conditions:


<PAGE>


                  (a) Number of Shares.  Each  Option  agreement  must state the
                      ----------------
         number of shares  subject  to  Option.  Any  number of  Options  may be
         granted to a single eligible person at any time and from time to time.

                  (b) Exercise  Price.  The Option exercise price for the shares
                      ---------------
         of Common  Stock to be issued under the Plan will be the average of the
         closing  bid prices of the  Company's  Common  Stock as reported on the
         National  Association of Securities Dealers Automated  Quotation System
         for the National Market,  ("NASDAQ") or, if such security is not listed
         or  admitted  to  trading  on the  NASDAQ,  on the  principal  national
         security  exchange or quotation system on which such security is quoted
         or listed  or  admitted  to  trading,  or,  if not  quoted or listed or
         admitted to trading on any  national  securities  exchange or quotation
         system, the closing bid price of such security on the  over-the-counter
         market on the day in question as reported by the  National  Association
         of Security Dealers,  Inc., or a similar generally  accepted  reporting
         service, as the case may be (the "Closing Bid Price").

                  (c) Consideration;  Manner of Exercise.  The Exercise Price is
                      ----------------------------------
         payable either (i) in U.S.  dollars,  or (ii) if approved by the Board,
         in other consideration including,  without limitation,  Common Stock of
         the  Employer,  Group,  or other  property.  An  Option is deemed to be
         exercised  when  written  notice  of  exercise  has  been  given to the
         Employer  in  accordance  with the terms of the  Option  by the  person
         entitled to exercise  the Option,  together  with full  payment for the
         shares of Common Stock subject to said notice.

                  (d) Term of Option.  Under no circumstances may an Option
                      --------------
         granted under the Plan be  exercisable  after the  expiration  of ten
         (10) years from the date such Option is granted. The term of each
         Option must be determined by the Committee in its discretion.

                  (e) Date of Grant; Vesting; Holdings Period. The grant date of
                      ---------------------------------------
                      an Option, for all purposes, is the date the Committee, or
                      an   authorized   agent  of  the   Committee,   makes  the
                      determination  granting  the  Option,  as set forth in the
                      Option agreement. Shares of Common Stock obtained upon the
                      exercise  of any  Option  may not be sold by any  Optionee
                      that is  subject  to  Section 16 of the 1934 Act until six
                      (6)  months  have  elapsed  since  the date of the  Option
                      grant.  The  vesting  schedule  for all  Options  shall be
                      determined by the Committee in its discretion and shall be
                      stated in the Option agreement.

                  (f)  Death  of  Optionee.  In the  event  of the  death  of an
                       -------------------
         Optionee  who at the time of his or her death was an  Employee  and who
         had been in Continuous Status as an Employee since the date of grant of
         the Option,  any unexercised and vested Option  terminates on the tenth
         anniversary   of  the  date  of  grant  of  the  Option.   Under  these
         circumstances, the Option will be exercisable at any time prior to such
         termination by the Optionee's  estate, or by such person or persons who
         have  acquired  the  right to  exercise  the  Option by  bequest  or by
         inheritance  or by reason of the death of the  Optionee.  Any  Optioned
         Stock subject to an unvested  Option shall revert back into the pool of
         Common  Stock  established  under the Plan and shall be  available  for
         grant pursuant to a new Option.


<PAGE>

                  (g)  Disability  of Optionee.  If an  Optionee's  status as an
                       -----------------------
         Employee is  terminated  at any time during the Option period by reason
         of a  disability  (within the meaning of Section  22(e)(3) of the Code)
         and if the Optionee had been in Continuous Status as an Employee at all
         times  between the date of grant of the Option and the  termination  of
         Optionee's  status as an Employee,  any  unexercised  and vested Option
         terminates on the tenth anniversary of the date of grant of the Option.
         Any Optioned Stock subject to an unvested Option shall revert back into
         the pool of  Common  Stock  established  under  the  Plan and  shall be
         available for grant pursuant to a new Option.

                  (h)  Termination of Status as an Employee.
                       ------------------------------------

                           (i) Unless  otherwise  determined by the Committee or
         otherwise stated in an Option agreement,  if an Optionee's status as an
         Employee is  terminated  by the Employee at any time after the grant of
         an Option for any reason other than death or disability, as provided in
         Sections  6(f)  and  6(g),  then  any  unexercised  and  vested  Option
         terminates ninety (90) days following Optionee's  termination of status
         as an Employee.  Any Optioned Stock subject to an unvested Option shall
         revert back into the pool of Common  Stock  established  under the Plan
         and shall be available for grant pursuant to a new Option.

                           (ii) Unless otherwise  determined by the Committee or
         otherwise stated in any Option agreement, if an Optionee's status as an
         Employee is terminated by the Company and such  termination  is not for
         "cause" as provided in Section  6(h)(iii),  any  unexercised and vested
         Option  terminates on the tenth anniversary of the date of grant of the
         Option.  Any Optioned Stock subject to an unvested  Option shall revert
         back into the pool of Common Stock established under the Plan and shall
         be available for grant pursuant to a new Option.

                           (iii) Unless otherwise determined by the Committee or
         otherwise stated in any Option agreement, if an Optionee's status as an
         Employee is  terminated  by the Company,  and such  termination  is for
         "cause"  (such  termination  being  referred to as a  "Termination  for
         Cause") at any time after the grant of an Option by the  Company,  then
         all Options (both vested and unvested)  shall  terminate on the date of
         termination of Optionee's  status as an Employee and any Optioned Stock
         subject  to such  Options,  shall  revert  back into the pool of Common
         Stock  established  under  the Plan and  shall be  available  for grant
         pursuant  to  a  new  Option.   Termination  for  Cause  shall  mean  a
         termination  due to  objective  evidence of any of the  following:  (i)
         material dishonesty related to employment; (ii) fraud; (iii) conviction
         of a felony;  or (iv)  misappropriation  of material  Company assets or
         business opportunities.  An Optionee's attempted resignation to avoid a
         Termination  for  Cause  shall not be  effective  if the  conduct  that
         ultimately  results in the  Termination for Cause occurred prior to the
         attempted resignation.

                  (i) Nontransferability of Options.  Except as permitted by the
                      -----------------------------
         Committee,  no  Option  granted  under  the Plan may be sold,  pledged,
         assigned, hypothecated, transferred, or disposed of in any manner other
<PAGE>

         than by  will or by the  laws of  descent  or  distribution  and may be
         exercised, during the lifetime of the Optionee, only by the Optionee.

                  (j) Adjustments Upon Changes in Capitalization. Subject to any
                      ------------------------------------------
         required  action by the  shareholders  of the  Employer,  the number of
         shares of Common Stock covered by each outstanding  Option,  the number
         of shares of Common Stock  available for grant of  additional  Options,
         and the price per share of Common Stock  specified in each  outstanding
         Option,  must be proportionately  adjusted for any increase or decrease
         in the number of issued shares of Common Stock resulting from any stock
         split or other  subdivision or consolidation of shares,  the payment of
         any stock dividend (but only on the Common Stock) or any other increase
         or  decrease  in the  number of such  shares of Common  Stock  effected
         without receipt of  consideration by the Employer;  provided,  however,
         that conversion of any convertible  securities of the Employer will not
         be deemed to have been "effected without receipt of consideration."

                  Any  adjustments  as a result  of a change  in the  Employer's
         capitalization  will be made by the Committee,  whose  determination in
         that  respect is final,  binding and  conclusive.  Except as  otherwise
         expressly  provided in this Section  6(j),  no Optionee  shall have any
         rights  by  reason  of any  stock  split or the  payment  of any  stock
         dividend  or any other  increase or decrease in the number of shares of
         Common Stock.  Except as otherwise  expressly  provided in this Section
         6(j),  any issue by the  Employer  of shares of stock of any class,  or
         securities  convertible  into  shares of stock of any class,  shall not
         affect  the  number of shares or price of Common  Stock  subject to any
         Options, and no adjustments in Options shall be made by reason thereof.
         The grant of an Option  under the Plan does not in any way  affect  the
         right or power of the Employer to make adjustments,  reclassifications,
         reorganizations or changes of its capital or business structure.

                  (k) Conditions Upon Issuance of Shares. Shares of Common Stock
                      ----------------------------------
         may not be issued  with  respect  to an Option  granted  under the Plan
         unless the exercise of the Option and the issuance and delivery of such
         shares pursuant thereto complies with all applicable provisions of law,
         including, applicable federal and state securities laws.

                  As a condition to the exercise of an Option,  the Employer may
         require the person  exercising  such Option to represent and warrant at
         the  time of  exercise  that the  shares  of  Common  Stock  are  being
         purchased only for investment and without any present intention to sell
         or  distribute  such Common Stock if, in the opinion of counsel for the
         Employer,  such a representation is required by any relevant provisions
         of law.

                  (l) Change of  Control,  Merger,  Sale of Assets,  Etc. In the
                      --------------------------------------------------
         event of the sale or other transfer of the outstanding  shares of stock
         of the Employer in one transaction or a series of related  transactions
         or a merger or  reorganization  of the Employer  with or into any other
         corporation, where immediately following the transaction, those persons
         who  were   shareholders  of  the  Employer   immediately   before  the
         transaction  control less than 50% of the voting power of the surviving
         organization  (a  "change  of  control  event")  or in the  event  of a
         proposed sale of substantially all of the assets of the Employer, or in
<PAGE>

         the event of a proposed  dissolution  or  liquidation  of the  Employer
         (collectively, "sale transaction"),  unless otherwise determined by the
         Committee or otherwise  stated in an  instrument  evidencing an Option,
         all  outstanding   Options  that  have  not  been  exercised  shall  be
         extinguished  and  revert to the Plan  immediately  before  the date of
         closing  of any  change of control  event or sale  transaction  or such
         earlier date as the Committee  may fix. The Employer  shall notify each
         holder of outstanding  Options at least five (5) business days prior to
         the closing date of a change of control  event or sale  transaction  in
         writing delivered to the holder's last known address.

                  (m)  Substitute   Stock  Options.   In  connection   with  the
                       ---------------------------
         acquisition or proposed  acquisition by the Employer or any Subsidiary,
         whether  by  merger,   acquisition   of  stock  or  assets,   or  other
         reorganization  transaction,  of a business any employees of which have
         been  granted  options,  the  Committee  is  authorized  to  issue,  in
         substitution of any such unexercised stock options,  a new Option under
         this Plan or any successor plan (whether  created by the Company or its
         acquirer)  which  confers  upon  the  Optionee  substantially  the same
         benefits as the old option.

                  (n) Tax Compliance.  The Employer, in its sole discretion, may
                      --------------
         take any actions that it reasonably believes to be required in order to
         comply  with any local,  state,  or federal  tax laws  relating  to the
         reporting  or  withholdings  of  taxes  attributable  to the  grant  or
         exercise of any Option or the disposition of any shares of Common Stock
         issued upon exercise of an Option,  including,  but not limited to: (i)
         withholdings from any Optionee  exercising an Option a number of shares
         of Common Stock having a fair market value equal to the amount required
         to be  withheld  by  Employer  under  applicable  tax  laws,  and  (ii)
         withholdings  from any form of  compensation  or  other  amount  due an
         Optionee or holder of shares of Common Stock issued upon exercise of an
         Option any amount required to be withheld by Employer under  applicable
         tax laws. Withholdings or reporting is considered required for purposes
         of this  Section  6(n) if any tax  deduction  or  other  favorable  tax
         treatment  available to Employer is conditioned  upon such reporting or
         withholdings.

                  (o) Other  Provisions.  Option  agreements  executed under the
                      -----------------
         Plan  may  contain  such  other   provisions  as  the  Committee  deems
         advisable,  provided  that  they are not  inconsistent  with any of the
         other terms and conditions of the Plan or applicable laws.

         7. Term of the Plan.  The Plan is  effective on the date of adoption of
            ----------------
the Plan by the Board.  Unless  sooner  terminated as provided in Section 8, the
Plan will  terminate  on the tenth (10th)  anniversary  of its  effective  date.
Options  may be granted at any time  after the  effective  date and prior to the
date of termination of the Plan.

         8. Amendment;  Early Termination.  The Board may terminate or amend the
            -----------------------------
Plan at any  time  and in such  respects  as it  deems  advisable,  although  no
amendment or  termination  would affect any  previously-granted  Options,  which
would  remain  in  full  force  and  effect  notwithstanding  any  amendment  or
termination of the Plan. Shareholder approval of any amendments to the Plan must
be obtained whenever required by applicable law(s) or stock market regulations.

         9.  Inability  to Obtain  Authority.  The  inability of the Employer to
             -------------------------------
obtain  authority  to issue and sell shares  under the Plan from any  regulatory
<PAGE>

body having  jurisdiction,  which  authority  is  considered  by the  Employer's
counsel to be necessary to the lawful  issuance and sale of the shares under the
Plan,  will relieve the  Employer of any  liability in respect of the failure to
issue or sell those shares.

         10. Shareholder Ratification. The adoption of the Plan shall be subject
             ------------------------
to  ratification  by the  affirmative  vote of the  holders of a majority of the
shares  of Common  Stock  represented  in person or by proxy at a duly  convened
meeting of the  shareholders  of the  Employer,  which  ratification  must occur
within  twelve (12)  months  before or after the date of adoption of the Plan by
the Board.









                                     * * * *

                             CERTIFICATE OF ADOPTION

 I certify that the foregoing plan was adopted by the Board on ________________.

                                          ---------------------------------
                                          James L. Vandeberg
                                          Secretary
                                          Cyber Merchants Exchange, Inc., d.b.a.
                                          c-me.com