EXHIBIT 10.1


                                STOCK OPTION PLAN

                                       OF

                        THE IMAGEMAKERS PHOTOGRAPHY, INC.

     SECTION 1. DESCRIPTION OF PLAN. This is the Stock Option Plan (the "Plan"),
of The Imagemakers  Photography,  Inc. (the "Company"),  a corporation organized
under the laws of the State of Nevada.  Under this plan,  key  employees  of the
Company or any present and future  subsidiaries of the Company to be selected as
below set forth,  may be granted  options  ("Options") to purchase shares of the
Common Shares, par value, $0.001 per share, of the Company ("Common Stock"). For
purposes of this Plan, the term  "subsidiary"  means any corporation 50% or more
of the voting stock of which is owned by the Company or by a  subsidiary  (as so
defined) of the Company.  It is intended that the Options under this Plan either
will qualify for  treatment as incentive  stock options under Section 422 of the
Internal  Revenue  Code of 1986,  as  amended  (the  "Code")  and be  designated
"Incentive  Stock  Options," or not qualify for such treatment and be designated
"Non-Qualified Stock Options."

     SECTION  2.  PURPOSE  OF PLAN.  The  purpose  of this Plan and of  granting
options  to  specified  employees  is to further  the  growth,  development  and
financial  success of the Company and its  subsidiaries by providing  additional
incentives to certain key employees holding  responsible  positions by assisting
them to  acquire  shares  of  Common  Stock  and to  benefit  directly  from the
Company's growth, development and financial success.

     SECTION 3. ELIGIBILITY. The persons who shall be eligible to receive grants
of Options under this Plan shall be the directors,  officers,  key employees and
consultants  of the  Company or any of its  subsidiaries.  A person who holds an
Option is herein  referred  to as an  "Optionee".  More than one  Option  may be
granted to any one  Optionee,  however  no  Optionee  may be granted  options to
purchase  an  aggregate  number of shares of Common  Stock  amounting  to thirty
percent (30%) or more of the total number of shares that may be issued  pursuant
to this Plan upon the exercise of Options granted hereunder.

     For Incentive Stock Options, the aggregate fair market value (determined at
the time the  Option is  granted)  of the  Common  Stock  with  respect to which
incentive  stock  options  are  exercisable  for the first time by any  Optionee
during any calendar year (under all Incentive  Stock Option plans of the Company
or any subsidiary  which are qualified  under Section 422 of the Code) shall not
exceed $1,000,000.00.

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     SECTION 4.  ADMINISTRATION.  The Plan shall be  administered by a committee
(the "Option Committee") to be composed of at least two "disinterested" (as such
term is used in Rule 16b-3  promulgated  under the  Securities  Exchange  Act of
1934) members of the Board of Directors of the Company (the "Board"). Members of
the Option Committee shall be appointed,  both initially and as vacancies occur,
by the Board, to serve at the pleasure of the Board.  The entire Board may serve
as the  Option  Committee,  if by the terms of this Plan all Board  members  are
otherwise  eligible to serve on the Option  Committee.  No person may serve as a
member of the Option  Committee  if such  person (a) is  eligible  to receive an
Option  under the Plan or under  any other  plan of the  Company  entitling  the
participants  to acquire  Common Stock or stock options of the Company or any of
its affiliates  (other than plans excepted by Rule  16b-3(c)(2)),  or (b) was so
eligible at any time within the preceding  one-year period. The Option Committee
shall  meet at such  times and places as it  determines  and may meet  through a
telephone  conference call. A majority of its members shall  constitute  quorum,
and the decision of a majority of those present at any meeting at which a quorum
is present shall constitute the decision of the Option  Committee.  A memorandum
signed  by all of its  members  shall  constitute  the  decision  of the  Option
Committee without necessity,  in such event, for holding an actual meeting.  The
Option Committee is authorized and empowered to administer the Plan and, subject
to the  Plan,  including  the  provisions  of  Section  17,  (i) to  select  the
Optionees, to specify the number of shares of Common Stock with respect to which
Options are granted to each Optionee,  to specify the Option Price and the terms
of the Options,  and in general to grant  Options;  (ii) to determine  the dates
upon which  Options shall be granted and the terms and  conditions  thereof in a
manner  consistent  with  this  Plan,  which  terms and  conditions  need not be
identical as to the various Options  granted;  (iii) to interpret the Plan; (iv)
to prescribe, amend and rescind rules relating to the Plan (v) to accelerate the
time during which an Option may be exercised,  notwithstanding the provisions of
the Option Agreement (as defined in Section 12) stating the time during which it
may be  exercised;  (vi) to  accelerate  the date by which any  unexercised  but
vested  portion of an Option  terminates,  thereby  requiring  the  Optionee  to
exercise the vested unexercised  portion of such Option or forfeit it, but in no
event  shall  such  date be less  than  two (2)  weeks  later  than the date the
Optionee is informed of such acceleration; and (vii) to determine the rights and
obligations of participants  under the Plan. The interpretation and construction
by the Option  Committee of any  provision of the Plan or of any Option  granted
under it shall be final.  No member of the Option  Committee shall be liable for
any action or  determination  made in good faith with respect to the Plan of any
Option granted under it.

     SECTION 5. SHARES  SUBJECT TO THE PLAN.  The aggregate  number of shares of
Common Stock which may be purchased pursuant to the exercise of Options (whether
Incentive  Stock Options or Nonqualified  Stock Options)  granted under the Plan
shall not exceed  1,000,000  shares.  Upon the expiration or termination for any
reason of an  outstanding  Option which shall not have been exercised in full or
upon the repurchase by the Company of shares of Common Stock issued  pursuant to
rights of repurchase,  any shares of Common Stock then remaining  unissued which
shall have been  reserved  for issuance  upon such  exercise or which shall have
been  repurchased  shall again become  available  for the granting of additional
Options under the Plan.

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     SECTION 6. OPTION  PRICE.  Expect as  provided in Section 11, the  purchase
price per share (the "Option  Price") of the shares of Common  Stock  underlying
each Option  shall be not less than the fair market  value of such shares on the
date of granting of the Option.  Such fair market value shall be  determined  by
the Option  Committee on the basis of reported  closing sales price on such date
or, in the  absence of reported  sales  price on such date,  on the basis of the
average of reported closing bid and asked prices on such date. In the absence of
either  reported  sales  price or  reported  bid and asked  prices,  the  Option
Committee  shall  determine such market value on the basis of the best available
evidence.

     SECTION 7.  EXERCISE OF OPTIONS.  Subject to all other  provisions  of this
Plan,  each Option shall be exercisable  for the full number of shares of Common
Stock subject  thereto,  or any part thereof,  in such  installments and at such
intervals  as the Option  Committee  may  determine  in  granting  such  Option,
provided that (i) each Option shall become fully  exercisable no later than five
(5) years  from the date the  Option is  granted,  (ii) the  number of shares of
Common Stock subject to each Option shall become  exercisable  at the rate of at
least 20% per year each year until the Option is fully exercisable, and (iii) no
option may be exercisable  subsequent to its termination date. Each Option shall
terminate and expire, and shall no longer be subject to exercise,  as the Option
Committee may determine in granting such Option,  but in no event later than ten
years after the date of grant  thereof.  The Option  shall be  exercised  by the
Optionee by giving written notice to the Company specifying the number of shares
to be purchased and  accompanied  by payment of the full purchase price therefor
in cash, by check or in such other form of lawful consideration as the Board may
approve  from  time to  time,  including,  without  limitation  and in the  sole
discretion  of the Board,  the  assignment  and  transfer by the Optionee to the
Company of outstanding  shares of the Company's Common Stock theretofore held by
Optionee.

     SECTION 8.  ISSUANCE OF COMMON  STOCK.  The  Company's  obligation to issue
shares of its Common Stock upon exercise of an Option  granted under the Plan is
expressly  conditioned upon the completion by the Company of any registration or
other  qualification of such shares under any state and/or federal law or ruling
or regulations  or the making of such  investment or other  representations  and
undertakings  by the  Optionee  (or  his or her  legal  representative,  heir or
legatee,  as the case may be) in order to comply  with the  requirements  of any
exemption from any such registration or other qualification of such shares which
the Company in its sole  discretion  shall deem  necessary  or  advisable.  Such
required  representations  and  undertakings  may  include  representations  and
agreements  that  such  Optionee  (or his or her legal  representative,  heir or
legatee):  (a) is purchasing such shares for investment and not with any present
intention of selling or otherwise  disposing  thereof;  and (b) agrees to have a
legend  placed upon the face and  reverse of any  certificates  evidencing  such
shares (or, if  applicable,  and  appropriate  data entry made in the  ownership
records of the Company)  setting forth (i) any  representations  and undertaking
which such  Optionee has given to the Company or a reference  thereof,  and (ii)
that, prior to effecting any sale or other  disposition of any such shares,  the
Optionee must furnish to the Company an opinion of counsel,  satisfactory to the
Company and its counsel,  to the effect that such sale or  disposition  will not
violate the  applicable  requirements  of state and federal laws and  regulatory
agencies.

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     The Company  will make a  reasonable  good faith effort to comply with such
state and/or  federal laws,  rulings or  regulations as may be applicable at the
time the Optionee (or his or her legal  representative,  heir or legatee, as the
case may be) wishes to exercise an Option, provided that the Optionee (or his or
her legal  representative,  heir or legatee) also makes a reasonable  good faith
effort to comply with said laws, rulings and regulations;  however, there can be
no  assurance  that  either  the  Company or the  Optionee  (or his or her legal
representative,  heir or  legatee),  each in the  respective  exercise  of their
reasonable  good faith  business  judgment,  will in fact comply with said laws,
ruling and regulations.

     SECTION  9.   NONTRANSFERABILITY.   No  Option  shall  be   assignable   or
transferable,  except that an Option may be  transferable by will or by the laws
of descent and distribution or pursuant to qualified domestic relations order as
defined by the Code or Title I of the Employee  Retirement  Income Security Act,
or the rules thereunder, provided such Option explicitly so provides. During the
lifetime of an Optionee,  any Option  granted to him or her shall be exercisable
only by him or her.  After the death of an Optionee,  the Option  granted to him
(if so transferable) may be exercised, prior to its termination,  only by his or
her legal  representative,  his  legatee or a person who  acquired  the right to
exercise the Option by reason of the death of the Optionee.

     SECTION 10. RECAPITALIZATION,  REORGANIZATION,  MERGER OR CONSOLIDATION. If
the outstanding shares of Common Stock of the Company are increased,  decreased,
or  exchanged  for  different   securities   through   reorganization,   merger,
consolidation,  recapitalization,  reclassification, stock split, stock dividend
or like capital adjustment,  a proportionate adjustment shall be made (a) in the
aggregate  number of shares of Common Stock which may be  purchased  pursuant to
the  exercised of Options  granted under the Plan, as provided in Section 5, and
(b) in the number,  price, and kind of shares subject to any outstanding  Option
granted under the Plan.

     Upon  the   dissolution   or   liquidation  of  the  Company  or  upon  any
reorganization,  merger,  or consolidation in which the Company does not survive
or in which  the  equity  ownership  of the  Company  prior to such  transaction
represents  less than 50% of the equity  ownership of the Company  subsequent to
the transaction, the Plan and each outstanding Option shall terminate;  provided
that the Company will give written  notice thereof each Optionee at least thirty
(30) days prior to the date of such  dissolution,  liquidation,  reorganization,
merger or consolidation, and in such event (a) the Company may, but shall not be
obligated to, with respect to each Optionee who is not tendered an option by the
surviving  corporation  in  accordance  with all of the terms of  provision  (b)
immediately  below, grant the right, until ten days before the effective date of
such  dissolution,  liquidation,  reorganization,  merger or  consolidation,  to
exercise,  in whole or in part, any unexpired Option or Options issued to him or
her, without regard to the installment  provisions of said Option and of Section
7 of the  Plan;  or (c) in its  sole  and  absolute  discretion,  the  surviving
corporation may, but shall not be so obligated, tender to any Optionee an option
or options to purchase shares of the surviving corporation,  and such new option
or options  shall  contain  such terms and  provisions  as shall be  required to
substantially  preserve the rights and  benefits of any Option then  outstanding
under the Plan.

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     To the extent that the foregoing  adjustments relate to stock or securities
of the Company, such adjustments shall be made by the Board, whose determination
in that respect shall be final,  binding and conclusive.  Except as hereinbefore
expressly  provided in this Section 10, (a) the Optionee shall have no rights by
reason of any  subdivision or  consolidation  of shares of stock of any class or
the  payment of any stock  dividend  or any other  increase  or  decrease in the
number of shares of stock of any class, and (b) the number or price of shares of
Common Stock  subject to any Option shall not be affected by, and no  adjustment
shall be made by reason of, any dissolution, liquidation, reorganization, merger
or  consolidation,  or any  issuance  by the  Company  of shares of stock of any
class,  or rights to purchase or subscribe for stock of any class, or securities
convertible into shares of stock of any class.

     The grant of an Option under the Plan shall not affect in any way the right
or power of the Company to make adjustments, reclassifications or changes in its
capital or business structures or to merge, consolidate,  dissolve, or liquidate
or to sell or transfer all or any part of its business or assets.

     SECTION 11. SUBSTITUTE  OPTIONS.  If the Company at any time should succeed
to the business of another  corporation  through a merger or  consolidation,  or
through the acquisition of stock or assets of such  corporation,  Options may be
granted  under  the  Plan  to  those  employees  of  such   corporation  or  its
subsidiaries  who, in connection with such  succession,  become employees of the
Company or its  subsidiaries,  in substitution  for options to purchase stock of
such  corporation  held by them at the time of succession.  The Option Committee
shall in its sole and  absolute  discretion  determine  the extent to which such
substitute  Options  shall be  granted  (if at all),  the  person or  persons to
receive  such  substitute  Options  (who  need  not be  all  Optionees  of  such
corporation),  the number of Options to be  received  by each such  person,  the
Option Price of such Option (which may be determined  without  regard to Section
6) and the terms and conditions of such substitute options;  provided,  however,
that the Option  Price of each such  substituted  Option shall be an amount such
that,  in the  sole  and  absolute  judgment  of  the  Option  Committee  and in
compliance  with Section  424(a) of the Code, the economic  benefit  provided by
such Option is not greater than the economic  benefit  represented by the option
in the acquired corporation as of the date of the Company's  acquisition of such
corporation. Notwithstanding anything to the contrary herein, no option shall be
granted, not any action take, permitted or omitted,  which would cause the Plan,
or any Options  granted  hereunder  as to which Rule 16b-3 under the  Securities
Exchange Act of 1934 may apply, not to comply with such Rule.

     SECTION 12. OPTION  AGREEMENT.  Each Option granted under the Plan shall be
evidenced  by a written  stock  option  agreement  executed  by the  Company and
accepted by the  Optionee,  which (a) shall contain each of the  provisions  and
agreements  herein  specifically  required to be  contained  therein,  (b) shall
contain terms and conditions  permitting such Option to qualify for treatment as
an  incentive  stock  option  under  Section  422 of the Code if the  Option  is
designated  an  Incentive  Stock  Option,  (c) may contain the  agreement of the

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Optionee to resell any Common Stock  issued  pursuant to the exercise of Options
granted  under the Plan to the Company (or its assignee) for the Option Price of
such Options to the extent any vesting  restrictions apply to such Common Stock,
or for the then fair market value of such Common  Stock if no such  restrictions
then apply,  (d) may contain the  agreement of the Optionee  granting a right of
first  refusal to the Company (or its  assignee) on transfers of Common Stock no
subject to  vesting  restrictions,  and (e) may  contain  such  other  terms and
conditions  as  the  Option   Committee   deems  desirable  and  which  are  not
inconsistent   with  the  Plan.  With  regard  to  agreements  of  the  Optionee
contemplated by items (c) and (d) of the previous sentence, the Company's rights
pursuant to a right of first refusal and,  notwithstanding any other termination
provisions, the Company's right to repurchase vested shares shall terminate upon
the  closing of the first sale of the Common  Stock of the Company to the public
pursuant to a registration  statement filed with, and declared  effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with  gross  proceeds  to the  Company  as seller of not less than $7.5  million
before  deducting   underwriting   commissions,   or  upon  the  liquidation  or
dissolution of the Company.

     SECTION 13.  RIGHTS AS A  SHAREHOLDER.  An Optionee or a  transferee  of an
Option shall have no rights as a shareholder  with respect to any shares covered
by this Option until exercise thereof,  except that each Optionee shall have the
right to  receive  a copy of the  Company's  audited  financial  statements  (if
available)  no later than 120 days  following the end of each fiscal year of the
Company.  No adjustment shall be made for dividends  (Ordinary or extraordinary,
whether in cash,  securities or other property) or distributions or other rights
of which the record  date is prior to the  exercise  date,  except as  expressly
provided in Section 10.

     SECTION 14.  TERMINATION  OF OPTIONS.  Each Option  granted  under the Plan
shall set forth a termination  date thereof,  which date shall be not later than
ten years from the date such Option is granted.  In any event all Options  shall
terminate an expire upon the first to occur of the following events:

     (a)  the  expiration  of  three  months  from  the  date  of an  Optionee's
termination  of  employment  (other than by reason of death),  except that if an
Optionee is then disabled  (within the meaning of Section 22(e)(3) of the Code),
the  expiration  of one year  from the date of such  Optionee's  termination  of
employment; or

     (b) the expiration of one year from the date of the death of an Optionee if
his or her death occurs while he or she is, or not later than three months after
he or she has ceased to be,  employed by the Company or any of its  subsidiaries
in a capacity  in which he or she would be  eligible  receive  grants of Options
under the Plan; or

     (C) the termination of the Option pursuant to Section 10 of the Plan.

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     The  termination  of employment of an Optionee by death or otherwise  shall
not  accelerate or otherwise  affect the number of shares to which an Option may
be exercised  and such Option may only be exercised  with respect to that number
of shares which could have been  purchased  under the Option had the Option been
exercised by the Optionee on the date of such termination.

     SECTION 15.  WITHHOLDING OF TAXES. The Company may deduct and withhold from
the  wages,  salary,  bonus and other  compensation  paid by the  Company to the
Optionee the requisite tax upon the amount of taxable income, if any, recognized
by the  Optionee  in  connection  with the  exercise  in whole or in part of any
Option or the sale of Common Stock issued to the Optionee  upon  exercise of the
Option, all as may be required from time to time under any federal or state laws
and  regulations.  This  withholding  of tax shall be required from time to time
under any federal or state tax laws and  regulations.  This  withholding  of tax
shall be made from the Company's  concurrent  or next payment of wages,  salary,
bonus or other  income to the  Optionee  or by  payment  to the  Company  by the
Optionee of required withholding tax, as the Option Committee may determine.

     SECTION  16.  EFFECTIVENESS  AND  TERMINATION  OF PLAN.  The Plan  shall be
effective  on the date on which it is adopted by the Board;  provided,  however,
(a) the Plan shall be approved  by the  shareholders  of the  Company  within 12
months of such date of adoption by the Board,  (b) no Option  shall be exercised
pursuant to the Plan until the Plan has been approved by the shareholders of the
Company,  and (c) no Option may be granted  herunder on or after that date which
is ten years form the effective date of the Plan. The Plan shall  terminate when
all Options granted herunder either have been fully exercised, and all shares of
Common  Stock which may be  purchased  pursuant to the  exercise of such Options
have been so purchased, or have expired;  provided,  however, that the Board may
in its absolute discretion terminated the Plan at any time. No such termination,
other than as  provided  for in  Section 10 hereof,  shall in any way affect any
Option then outstanding.

     SECTION 17.  AMENDMENT OF PLAN.  The Board may (a) make such changes in the
terms and  conditions of granted  Options as it deems  advisable,  provided each
Optionee affected by such change consents thereto,  and (b) make such amendments
to the Plan as it deems  advisable.  Such  amendments and changes shall include,
but not be  limited  to,  acceleration  of the time at which  an  Option  may be
exercised,  but may not,  without the written consent or approval of the holders
of a majority of that voting stock of the Company  which is  represented  and is
entitled to vote at a duly held  shareholders  meeting (a)  increase the maximum
number of shares subject to Options,  except  pursuant to Section 10 of the Plan
(b)  decrease  the Option  Price  requirement  contained in Section 6 (except as
contemplated  by Section 11) of the Plan (c) change the designation of the class
of  employees  eligible  to receive  Options  (d) modify the limits set forth in
Section 3 of the Plan regarding the value of Common Stock for which any Optionee
may be granted Options,  unless the provisions of Section 422(d) of the Code are
likewise  modified  or (e) in  any  manner  materially  increased  the  benefits
accruing to participants under the Plan.

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BE IT RESOLVED:

     The terms and  conditions  of this Stock  Option  Plan are  accepted by the
Corporation on this 14th day of May 1998.

/s/ Mark Patko
--------------------------------
Mark Patko
Chief Executive Officer                                                SEAL

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