EXHIBIT 4.1

                           DISTINCTIVE DEVICES, INC.
                             2002 STOCK OPTION PLAN

      1       Purpose.  This 2002 Stock Option Plan (the "Plan") of Distinctive
Devices, Inc., a Delaware corporation (the "Company"), is intended to provide
incentives:  (i) to certain directors, officers, employees and other persons who
perform services for or on behalf of the Company and any subsidiaries of the
Company (collectively, the "Subsidiaries") by providing them with opportunities
to purchase capital stock in the Company pursuant to options granted hereunder
which qualify as "incentive stock options" under Section 422(b) of the Internal
Revenue Code of 1986, as amended (the "Code") ("ISO" or "ISOs") or which do not
qualify as ISOs ("Non-Qualified Option" or "Non-Qualified Options"); and (ii) to
individuals who are directors but not also employees of the Company and the
Subsidiaries ("Non-Employee Directors"), and to individuals who are members of
any advisory board or an independent consultant to the Company or its
Subsidiaries, by providing them with opportunities to purchase capital stock in
the Company pursuant to Non-Qualified Options.  Both ISOs and Non-Qualified
Options are referred to hereinafter individually as an "Option" and collectively
as "Options,s and persons to whom Options are granted are referred to
hereinafter individually as an "Optionee" and collectively as Optionees.  As
used herein, the term Subsidiary means "subsidiary corporation" as that term
is defined in Section 424(f) of the Code.

      2   Administration of the Plan.  The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
Committee), each member of which shall be a Non-Employee Director within the
meaning of Rule 16b-3 or any successor provision (Rule 16b-3) under the
Securities Exchange Act of 1934, as amended (the Exchange Act).  The Committee
shall consist of two or more members.  Subject to the terms of the Plan, the
Committee shall have the authority to (i) determine which persons (from among
the class of persons eligible under Section 4 hereof to receive Options; (ii)
determine the number of shares which may be issued under each Option; (iii)
determine the time or times at which Options may be granted; (iv) determine the
exercise price of shares subject to each Option, which price shall not be less
than the fair market value as specified in Section 6; (v) determine (subject to
Sections 7 and 9) the time or times when each Option shall become exercisable
and the duration of the exercise period; (vi) determine whether restrictions are
to be imposed on shares subject to Options and the nature of such restrictions,
if any, and (vii) interpret the Plan and prescribe and rescind rules and
regulations relating to it.  If the Committee determines to issue a
Non-Qualified Option, it shall take whatever actions it deems necessary, under
Section 422 of the Code and the regulations promulgated thereunder, to ensure
that such Option is not treated as an ISO.  The interpretation and construction
by the Committee of any provisions of the Plan or of any Option granted under it
shall be final.  The Committee may from time to time adopt such rules and
regulations for carrying out the Plan as it may deem best.  No member of the
Committee or of the Board of Directors of the Company shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option granted under it.

      3   Stock.  The stock delivered under this Plan shall be the Company's
Common Stock, par value $.001  per share (the Common Stock), either authorized
and unissued, treasury stock or shares purchased on the open market.  The
aggregate number of shares which may be issued pursuant to the Plan is
[2,000,000], subject to adjustment as provided in Section 13.  If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part, the unpurchased shares subject to such Option shall again be
available for grants of Options under the Plan.

      4   Eligible Employees and Others.  ISOs and Non-Qualified Options may be
granted to individuals who are employees of the Company and its Subsidiaries,
including officers and directors who are also employees at the time the Option
is granted.  Non-Qualified Options may be granted to Non-Employee Directors and
independent contractors and consultants to the Company and its Subsidiaries,
affiliates or any entity in which the Company has an interest, or who are deemed
by the Committee to be in a position to perform such services in the future.
Granting of any Option to any person shall neither entitle that person to, nor
disqualify him from, participation in any other Option grant.

      5   Term of Plan; Granting of Options.  The term of the Plan will commence
on the date of adoption of the Plan by the Company's Board of Directors, subject
to approval by stockholders within one year of adoption, and terminate on the
day immediately preceding the tenth anniversary of said adoption, except as to
Options outstanding on that date and subject to earlier termination as provided
in Sections 9 and 10 hereof.  Options may be granted under the Plan at any time
during the term of the Plan.  The date of grant of an Option under the Plan
shall be the date specified by the Committee at the time it grants the Option;
provided, however, that such date shall not be prior to the date on which the
Committee acts to approve the grant. No Option shall be granted pursuant to the
Plan after [September 2012].

      6   Minimum Exercise Price; ISO Limitations.

            6.1   Price for Non-Qualified Options.  The exercise price per share
for each Non-Qualified Option granted under the Plan shall not be less than the
fair market value of the Common Stock on the date of grant of the Option, and in
no event shall be less than the minimum legal consideration required therefor
under the laws of the State of Delaware or the laws of any jurisdiction in which
the Company or its successors in interest may be organized.

            6.2   Price for ISOs.  The exercise price per share for each ISO
granted under the Plan shall not be less than the fair market value per share of
Common Stock on the date of such grant.  In the case of an ISO to be granted to
an employee owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Subsidiary
(a "10% Employee"), the price per share for such ISO shall not be less than one
hundred ten percent (110%) of the fair market value per share of Common Stock on
the date of grant.  For purposes of determining stock ownership under this
Section, the rules of Section 424(d) of the Code shall apply.

            6.3   $100,000 Annual Limitation on ISO Vesting.  To the extent
that, in the aggregate under this Plan and all incentive stock option plans of
the Company and any Subsidiary, ISOs become exercisable for the first time by an
employee during any calendar year with respect to stock having a fair market
value (determined at the time the ISOs were granted) in excess of $100,000, such
excess amount of stock shall be deemed to have been granted as a Non-Qualified
Option, and not as an ISO.

            6.4   Determination of Fair Market Value.  If at the time an Option
is granted under the Plan, the Company's Common Stock 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 to the date such
Option is granted and shall be (i) the mean (on that date) of the high and low
prices of the Common Stock on the principal national securities exchange on
which the Common Stock is traded, if the Common Stock is then traded on a
national securities exchange; (ii) the average of the last reported sale prices
of the Common Stock on the NASDAQ National Market or Small Cap Market (or other
interdealer quotation system), for the five trading dates immediately preceding
the date of grant, if the Common Stock is not then traded on a national
securities exchange; or (iii) the average of the closing bid prices (or average
of bid prices) last quoted (on that date) by the OTC Electronic Bulletin Board
or other established quotation service for over-the-counter securities for the
five trading dates immediately preceding the date of grant, if the Common Stock
is not reported on the NASDAQ National Market or Small Cap Market (or other
interdealer quotation system); but in no event shall the exercise price be less
than the closing prices on the date of grant.  However, if the Common Stock is
not publicly traded at the time an Option is granted under the Plan, the "fair
market value" shall be deemed to be the fair value of the Common Stock as
determined by the Committee in good faith after taking into consideration all
factors which it deems appropriate, including, without limitation, recent sale
and offer prices of the Common Stock in private transactions negotiated at arm's
length.

      7   Option Duration.  Subject to earlier termination as provided in
Sections 9 and 10, each Option shall expire on the date specified by the
Committee, but not more than (i) ten (10) years from the date of grant in the
case of Non-Qualified Options, (ii) ten (10) years from the date of grant in the
case of ISOs generally, and (iii) five (5) years from the date of grant in the
case of ISOs granted to a 10% Employee, as determined under Section 6.2.
Subject to earlier termination as provided in Sections 9 and 10, the term of
each ISO shall be the term set forth in the original instrument granting such
ISO, except with respect to any part of such ISO that is converted into a
Non-Qualified Option pursuant to Section 16.

      8   Exercise of Option.  Subject to the provisions of Sections 9 through
12, each Option granted under the Plan shall be exercisable as follows:

            8.1   Vesting.  The Option shall either be fully exercisable on the
date of grant or shall become exercisable thereafter in such installments as the
Committee may specify, provided that an Option granted to a director or
executive officer of the Company may not vest earlier than six (6) months from
the date of grant.

            8.2   Full Vesting of Installments.  Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of the
Option, unless otherwise specified by the Committee.

            8.3   Partial Exercise.  Each Option or installment may be exercised
at any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.

            8.4   Acceleration of Vesting.  The Committee shall have the right
to accelerate the date of exercise of any installment of any Option, provided
that the Committee shall not, without the consent of an Optionee, accelerate the
exercise date of any installment of any Option granted to any employee as an ISO
if such acceleration would violate the annual vesting limitation contained in
Section 422(d) of the Code, as described in Section 6.03.

      9   Termination of Employment.  If an Optionee ceases his employment with,
or service by, the Company and all Subsidiaries other than by reason of death or
disability as defined in Section 10 or by the Company or any Subsidiary for
cause, no further installments of his Options shall become exercisable, and his
Options shall terminate after the passage of one (1) year from the date of
termination of his employment or service (or three (3) months as to ISOs), but
in no event later than on their specified expiration dates, during which period
he shall have the right to exercise any Options exercisable by him on the date
of termination of employment, subject to exercise for such other periods as
determined by the Committee at the time of grant.  Options held by an Optionee
whose termination of employment or service is for cause shall terminate upon
such termination.  For purposes of this Section 9 only, employment or service
shall be considered as continuing uninterrupted during any bona fide leave of
absence (such as those attributable to illness, military obligations or
governmental service).  A bona fide leave of absence with the written approval
of the Committee shall not be considered an interruption of employment or
service under this Section 9, provided that such written approval contractually
obligates the Company or any Subsidiary to continue the employment or service of
the Optionee after the approved period of absence.  Options granted under the
Plan shall not be affected by any change of employment or service within or
among the Company and Subsidiaries, so long as the Optionee continues to be an
employee or independent contractor or advisor of the Company or any Subsidiary.
Nothing in the Plan shall be deemed to give any Optionee the right to be
retained in employment or other service by the Company or any Subsidiary for any
period of time.  The Committee may, in its sole discretion, change the
termination period for any Option from the period provided for in this Section 9
o in Section 10 to a period less than the respective periods specified herein.

      10  Death; Disability.

            10.1  Death.  If an Optionee ceases his employment with or service
by the Company and all Subsidiaries by reason of his death, any Option may be
exercised, to the extent of the number of shares with respect to which he could
have exercised it on the date of his death, by his estate, personal
representative or beneficiary who has acquired the Option by will or by the laws
of descent and distribution at any time within one (1) year from the date of the
Optionee's death or such later date as fixed by the Committee as to
Non-Qualified Options, but in no event later than on their specified expiration
dates.

            10.2  Disability.  If an Optionee ceases his employment with or
service by the Company and all Subsidiaries by reason of his disability, he
shall have the right to exercise any Option held by him on the date of
termination of employment, to the extent of the number of shares with respect to
which he could have exercised it on that date, at any time prior to one (1) year
from the date of the termination of the Optionee's employment or service or such
later date as fixed by the Committee as to Non-Qualified Options, but in no
event later than on their specified expiration dates.  For the purposes of the
Plan, the term "disability" shall mean permanent and total disability as
defined in Section 22(e)(3) of the Code or successor statute.

      11  Assignability.  No Option shall be assignable or transferable by the
Optionee except (i) by will or by the laws of descent and distribution, (ii)
pursuant to a qualified domestic relations order or Title I of the Employee
Retirement Income Security Act or (iii) with respect to Non-Qualified Options,
to a spouse or lineal descendant or lineal ascendant of the Optionee.

      12  Terms and Conditions of Options.  Options shall be evidenced
instruments (which need not be identical) in such forms as the Committee may
from time to time approve (the Option Agreements).  The Option Agreements
shall conform to the terms and conditions set forth in Sections 6 through 11
hereof and may contain such other provisions as the Committee deems advisable
which are not inconsistent with the Plan, including restrictions applicable to
shares of Common Stock issuable upon the exercise of Options.  The Committee may
from time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Company to execute and deliver the
Option Agreements.  The proper officers of the Company are authorized and
directed to take any and all action necessary or advisable from time to time to
carry out the terms of the Option Agreements.

      13  Adjustments.  Upon the occurrence of any of the following events, an
Optionee's rights with respect to Options granted to him hereunder shall be
adjusted as hereinafter provided, unless otherwise specifically provided in the
written agreement between the Optionee and the Company relating to such Option:

            13.1  Stock Dividends and Stock Splits.  If the shares of Common
Stock shall be subdivided or combined into a smaller or greater number of shares
or if the Company shall issue any shares of Common Stock as a stock dividend on
its outstanding Common Stock, the number of shares of Common Stock deliverable
upon the exercise of Options shall be appropriately decreased or increased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

            13.2  Consolidations or Mergers.  If the Company is to be
consolidated with or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise (an Acquisition), the
Committee or the board of directors of any entity assuming the obligations of
the Company hereunder (the Successor Board), shall, as to outstanding Options,
either (i) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the shares then subject to such Options
the consideration payable with respect to the outstanding shares of Common Stock
in connection with the Acquisition; (ii) upon written notice to the Optionees,
provide that all Options must be exercised, to the extent then exercisable,
within a specified number of days of the date of such notice, at the end of
which period the Options shall terminate; or (iii) terminate all Options in
exchange for a cash payment equal to the excess of the fair market value of the
shares subject to such Options (to the extent then exercisable) over the
exercise price thereof.

            13.3  Recapitalization or Reorganization.  In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in Section 13.02) pursuant to which securities of the Company or of
another corporation are issued with respect to the outstanding shares of Common
Stock, an Optionee upon exercising an Option shall be entitled to receive for
the purchase price paid upon such exercise the securities he would have received
if he had exercised his Option prior to such recapitalization or reorganization.

            13.4  Change in Control.  In the event of a change in control of the
Company, all Options under the Plan which are not fully vested shall vest 100%
and shall be immediately exercisable.  For purposes of this Plan, a change in
control shall mean any of the following events: (a) the Company receives a
report on Schedule 13D filed with the Securities and Exchange Commission
pursuant to Section 13(d) of the Exchange Act disclosing that any person, group,
corporation or other entity is the beneficial owner, directly or indirectly, of
twenty percent (20%) or more of the outstanding Common Stock of the Company; (b)
any person (as such term is defined in Section 13(d) of the Exchange Act),
group, corporation or other entity other than the Company or any Subsidiary,
purchases shares pursuant to a tender offer or exchange offer to acquire any
Common Stock of the Company for cash, securities or any other consideration,
provided that after consummation of the offer, the person, group, corporation or
other entity in question is the beneficial owner (as such term is defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent
(20%) or more of the outstanding Common Stock of the Company (calculated as
provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of
rights to acquire common stock); (c) the stockholders of the Company approve (i)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common Stock
would be converted into cash, securities or other property, or (ii) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company; or (d)
there shall have been a change in a majority of the members of the Board of
Directors of the Company within a twenty-four (24) month period unless the
election or nomination for election by the Company's stockholders of each new d
rector was approved by the vote of two-thirds of the directors then still in
office who were in office at the beginning of the twenty-four (24) month period.

            13.5  Modification of ISOs.  Notwithstanding the foregoing, any
adjustments made pursuant to Section 13.01, 13.02, 13.03 or 13.04 with respect
to ISOs shall be made only after the Committee, after consulting with counsel
for the Company, determines whether such adjustments would constitute a
modification of such ISOs (as that term is defined in Section 424 of the Code)
or would cause any adverse tax consequences for the holders of such ISOs.  If
the Committee determines that such adjustments made with respect to ISOs would
constitute a modification of such ISOs, it may refrain from making such
adjustments.

            13.6  Dissolution or Liquidation.  In the event of the proposed
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such other
time and subject to such other conditions as shall be determined by the
Committee.

            13.7  Issuances of Securities.  Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options.  No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.

            13.8  Fractional Shares.  No fractional shares shall be issued under
the Plan and the Optionee shall receive from the Company cash in lieu of such
fractional shares.

            13.9  Adjustments.  Upon the happening of any of the events
described in Section 13.01, 13.02, 13.03 or 13.04 above, the class and aggregate
number of shares set forth in Section 3 hereof that are subject to Options which
previously have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such subparagraphs.
The Committee or the Successor Board shall determine the specific adjustments to
be made under this Section 13 and, subject to Section 2 hereof, its
determination shall be conclusive.

      14  Means of Exercising Options.  An Option (or any installment or portion
of an installment thereof) shall be exercised by giving written notice to the
Company at its principal office address.  The notice shall identify the Option
being exercised and specify the number of shares as to which such Option is
being exercised, accompanied by full payment of the purchase price therefor
either:  (a) in United States dollars in cash or by check; (b) at the discretion
of the Committee, through delivery of shares of Common Stock having a fair
market value equal as of the date of the exercise to the cash exercise price of
the Option; or (c) at the discretion of the Committee, by any combination of (a)
and (b) above.  If the Committee exercises its discretion to permit payment of
the exercise price of an ISO by means of the methods set forth in clauses (b) or
(c) of the preceding sentence, such discretion shall be exercised in writing at
the time of the grant of the Option in question.  An Optionee shall not have the
rights of a stockholder with respect to the shares covered by his Option until
the date of issuance of a stock certificate to him for such shares.  Except as
expressly provided above in Section 13 with respect to changes in capitalization
and stock dividends, no adjustment shall be made for dividends or similar rights
for which the record date is before the date such stock certificate is issued.

      15  Termination or Amendment of Plan.  The Board of Directors may
terminate or amend the Plan in any respect at any time; however, without the
approval of the Companys stockholders obtained within twelve (12) months before
or after the Board of Directors adopts a resolution authorizing any such
termination or amendment, the Board of Directors may not so terminate or amend
the Plan if prior stockholder approval is then required by Section 16(b) of the
Exchange Act, applicable Delaware law or tax law, or the rules of any applicable
national securities exchange or national stock quotation system on which the
Common Stock may then be listed or traded.  Except as otherwise provided in this
Section 15, in no event may action of the Board of Directors or stockholders
alter or impair the rights of an Optionee, without his consent, under any Option
previously granted to him.

      16  Notice to Company of Disqualifying Disposition.  By accepting an ISO
granted under the Plan, each Optionee agrees to notify the Company in writing
immediately after making a Disqualifying Disposition, as described in Sections
421, 422 and 424 of the Code and regulations thereunder, of any stock acquired
under the Plan (or stock received in a transaction described in Section 424(b)
or 424(c)(1)(B) of the Code, relating to distributions of stock with respect to
stock acquired under the Plan and certain tax-free exchanges of stock acquired
under the Plan for other stock or securities).  A Disqualifying Disposition
(with certain exceptions) is generally any disposition within two (2) years of
the date the ISO was granted or within one (1) year of the date the ISO was
exercised, whichever period ends later.  With respect to stock held jointly with
right of survivorship, a termination of such joint tenancy may constitute a
Disqualifying Disposition.  This Section 16 shall be made binding upon the
Optionee and upon any transferee of stock described in this Section to whom
Section 424(c)(4)(B) of the Code applies.

      17  Withholding of Additional Income Taxes.  Upon the exercise of a
Non-Qualified Option or the making of a Disqualifying Disposition (as defined in
Section 16), the Company may withhold taxes in respect of amounts that
constitute compensation includible in gross income, whenever the Company
determines that such withholding is required.  The Committee in its discretion
may condition the exercise of an Option on the Optionee's making satisfactory
arrangement for such withholding.  In addition to tax withholding, government
regulations may impose reporting or other obligations on the Company with
respect to the Plan.  For example, the Company may be required to send tax
information statements to employees and former employees that exercise ISOs.

      18  Governing Law, Construction.  The validity and construction of the
Plan and the agreements evidencing Options shall be governed by the laws of the
State of Delaware, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.  In construing this Plan, the singular
shall include the plural and the masculine gender shall include the feminine and
neuter, unless the context otherwise requires.


                    Adopted by the Board of Directors on ____________, 2002

                    Adopted by the Stockholders on ___________, 2002