Exhibit 10.23

                            SUSTAINABLE POWER CORP.
               2008 EMPLOYEES' AND CONSULTANTS STOCK OPTION PLAN


1.     Purpose  of  the  2008  Stock  Option  Plan.

     The  purpose  of  the  Plan is to enable the Company to attract, retain and
motivate  its employees and qualified consultants by providing for or increasing
the  proprietary  interests  of  such employees in the Company through increased
stock  ownership.

     The  Plan  provides for options which either (i) qualify as incentive stock
options  ("Incentive Options") within the meaning of that term in Section 422 of
the  Internal  Revenue Code of 1986, as amended, or (ii) do not so qualify under
Section  422 of the Code ("Nonstatutory Options") (collectively "Options").  Any
Option  granted  under this Plan will be clearly identified at the time of grant
as  to whether it is intended to be either an Incentive Option or a Nonstatutory
Option.

2.     Definitions.

     The following terms, when appearing in the text of this Plan in capitalized
form,  will  have  the  meanings  set  out  below:

     (a)     "Board"  means  the  Board  of  Directors  of  the  Company.

     (b      "Code"  means  the  Internal Revenue Code of 1986, as heretofore or
hereafter  amended.

     (c)     "Committee"  means the committee appointed by the Board pursuant to
Section  3  below.

     (d)     "Company"  means  Sustainable  Power  Corp.  or  any  parent  or
"subsidiary corporation," as that term is defined by Section 424(f) of the Code,
thereof, unless the context requires it to be limited to Sustainable Power Corp.

     (e)     "Consultants"  means the class of persons consisting of individuals
engaged  by  the  Company  by  contract  or otherwise to provide services to the
Company  as  the  Committee  shall  so  determine.

     (f)     "Disabled  Grantee"  means  a  Grantee  who  is disabled within the
meaning  of  Section  422(c)(6)  of  the  Code.

     (g)     "Employees"  means the class of employees consisting of individuals
regularly  employed  by  the  Company  on  a  full-time  salaried  basis who are
identified  as  key employees, or such other employees as the Committee shall so
determine.

     (h)     "Executive Officer" means those individuals who, on the last day of
the  taxable year at issue:  (i) served as the Company's chief executive officer
or  was acting in a similar capacity, regardless of compensation level; and (ii)
the  four  most  highly  compensated  executive  officers  (other than the chief
executive  officer)  all  as  determined  pursuant  to  Treasury  Regulation
1.162-27(c)(2).

     (i)     "Fair  Market Value" means, with respect to the common stock of the
Company,  the  price  at which the stock would change hands between an informed,
able  and  willing  buyer  and seller, neither of which is under a compulsion to
enter  into the transaction.  Fair Market Value will be determined in good faith
by  the Committee in accordance with a valuation method which is consistent with
the  guidelines  set  forth  in  Treasury  Regulation  1.421-7  (e)  (2)  or any
applicable  regulations  issued  pursuant  to  Section  422(a)  of  the

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Code.  Fair  Market  Value  will be determined without regard to any restriction
other  than  a  restriction  which,  by  its  terms,  will  never  lapse.

     (j)     "Grantee"  means an eligible Employee or Consultant under this Plan
who  has  been  granted  an  Option.

     (k)     "Incentive  Option"  means an Option that qualifies for the benefit
described  in  Section  421  of  the  Code,  by  virtue  of  compliance with the
provisions  of  Section  422  of  the  Code.

     (l)     "Nonstatutory  Option"  means  an  Option  that is not an Incentive
Option.

     (m)     "Option"  means either an Incentive Option or a Nonstatutory Option
granted  under  this  Plan.

     (n)     "Option  Agreement"  means  the  agreement entered into between the
Company and an individual Grantee and specifying the terms and conditions of the
Option  granted  to  the  Grantee,  which  terms  and  conditions will recite or
incorporate by reference:  (i) the provisions of this Plan which are not subject
to  variation; and (ii) the variable terms and conditions of each Option granted
hereunder  which  will  apply  to  that  Grantee.

     (o)     "Optionee"  means  a  Grantee,  and,  under  the  appropriate
circumstances, his guardian,          representative, heir, distributee, legatee
or  successor  in  interest,  including  any  transferee.

     (p)     "Plan"  means  this  2008  Employees' and Consultants' Stock Option
Plan,  as  the  same  may  from  time  to  time  be  amended.

     (q)     "Stock"  means  the  Company's  common  stock.

3.   Administration  of  the  Plan.

     (a)     Committee  Membership.  The  Plan  shall  be  administered  by  a
committee appointed by the Board, to be known as the Compensation Committee (the
"Committee").  The  Committee  shall  be  not  less  than two members and to the
extent  possible shall be comprised solely of Non-employee Directors, as defined
by  Rule  16b-3(b)(3)(i) of the Securities Exchange Act of 1934 ("1934 Act"), or
any  successor definition adopted by the Securities and Exchange Commission, and
who  shall  each  also  qualify  as  an Outside Director for purposes of Section
162(m)  of  the  Code.  Any  vacancy occurring on the Committee may be filled by
appointment  by  the  Board.  The  Board at its discretion may from time to time
appoint  members  to  the  Committee  in  substitution  of  members  previously
appointed,  may  remove members of the Committee and may fill vacancies, however
caused,  in  the Committee.  Given the current makeup of the Board of Directors,
the  Committee  shall initially consist of John H. Rivera and M. Richard Cutler.

      (b)     Committee  Procedures.  The  Committee  shall  select  one  of its
members  as  chairman and shall hold meetings at such times and places as it may
determine.  A  quorum  of  the  Committee  shall  consist  of  a majority of its
members,  and the Committee may act by vote of a majority of its members present
at a meeting at which there is a quorum, or without a meeting by written consent
signed  by  all  members  of  the  Committee.  If  any  powers  of the Committee
hereunder  are  limited or denied by the Board or under applicable law, the same
powers  may  be  exercised  by  the  Board.

     (c)     Committee  Powers  and  Responsibilities.  The  Committee  will
interpret  the  Plan,  prescribe,  amend  and  rescind  any rules or regulations
necessary or appropriate for the administration of the Plan, and make such other
determinations  and  take  such  other  actions it deems necessary or advisable,
except  as  otherwise  expressly  reserved  for  the  Board.  Subject  to  the
limitations  imposed  by  the Board or under applicable law and the terms of the
Plan,  the  Committee  may  periodically  determine  which  Employees  and/or

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Consultants  should receive Options under the Plan, whether the options shall be
Incentive  Options or Nonstatutory Options, the number of shares covered by such
Options,  the  per  share purchase price for such shares, and the terms thereof,
including  but  not  limited  to transferability of such Options, and shall have
full  power  to grant such Options.  In making its determinations, the Committee
shall  consider,  among  other relevant factors, the importance of the duties of
the  Grantee  to the Company, his or her experience with the Company, and his or
her  future  value  to  the  Company.  All  decisions, interpretations and other
actions  of  the Committee shall be final and binding on all Grantees, Optionees
and  all persons deriving their rights from a Grantee or Optionee.  No member of
the  Board or the Committee shall be liable for any action taken or failed to be
taken  in  good  faith  or  for  any  determination  made  pursuant to the Plan.

4.     Stock  Subject  to  Plan.

     This  Plan authorizes the Committee to grant Options to Employees up to the
aggregate  amount of 100,000,000 shares of Stock, subject to eligibility and any
limitations  specified  herein.  Adjustment  in  the  shares subject to the Plan
shall  be made as provided in Section 9.  Any shares covered by an Option which,
for  any  reason, expires, terminates or is canceled may be reoptioned under the
Plan.

5.     Eligibility

     (a)     General Rule. All Employees and Consultants defined in Section 2(e)
and  2(g)  shall  be  eligible.

     (b)     Ten  Percent Stockholders.  An Employee or Consultant who owns more
than  ten  percent  (10%)  of  the total combined voting power of all classes of
outstanding  Stock  shall  not  be  eligible  for designation as a Grantee of an
Incentive  Option  unless (i) the exercise price for each share of Stock subject
to  such Incentive Option is at least one hundred ten percent (110%) of the Fair
Market  Value  of a share of Stock on the date of grant, and (ii) such Incentive
Option,  by its terms, is not exercisable after the expiration of five (5) years
from  the  date  of  grant.

     (c)     Attribution  Rules.  For  purposes  of  Subsection  (b)  above,  in
determining  stock  ownership,  an Employee or Consultant shall be deemed to own
the  Stock  owned,  directly  or  indirectly,  by  or  for his brothers, sisters
(whether  by  whole  or  half  blood), spouse, ancestors and lineal descendants.
Stock  owned,  directly  or  indirectly,  by  or for a corporation, partnership,
estate  or  trust  shall  be  deemed  to  be owned proportionately by or for its
stockholders,  partners  or  beneficiaries.

     (d)     Outstanding  Stock.  For  purposes  of  Subsection  (b)  above,
"Outstanding  Stock"  shall  include  all  Stock actually issued and outstanding
immediately  after  the  grant.  "Outstanding  Stock"  shall  not include shares
authorized for issuance under outstanding options held by the Employee or by any
other  person.

     (e)     Individual  Limits of Executive Officers. Subject to the provisions
of Section 9 hereof, the number of option shares granted in a fiscal year to any
Executive  Officer  shall not exceed 10,000,000 shares for the first fiscal year
during  which  such  person  becomes  an  Executive Officer and shall not exceed
20,000,000 shares for any subsequent fiscal year during which such person serves
as  an  Executive  Officer.

     (f)     Incentive  Option  Limitation.  The  aggregate Fair Market Value of
the  stock  for  which Incentive Options granted to any one eligible Employee or
Consultant  under  this  Plan  and under all incentive stock option plans of the
Company,  its  parent(s)  and  subsidiaries,  may  by  their  terms first become
exercisable during any calendar year shall not exceed $100,000, determining Fair
Market  Value  of  the stock subject to any Option as of the time that Option is
granted.  If  the  date  on  which  one or more Incentive Options could be first
exercised  would  be  accelerated pursuant to any other provision of the Plan or
any Stock Option Agreement referred to in Section 6(a), or an amendment thereto,
and  the  acceleration  of such exercise date would result in a violation of the
restriction  set  forth  in  the  preceding  sentence,  then notwithstanding any

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such  other  provision  the  exercise  date  of  such Incentive Options shall be
accelerated  only  to the extent, if any, that is permitted under Section 422 of
the  Code  and the exercise date of the Incentive Options with the lowest option
prices  shall  be  accelerated  first.  Any  exercise  date  which  cannot  be
accelerated  without  violating  the  $100,000 restriction of this section shall
nevertheless  be accelerated, and the portion of the Option becoming exercisable
thereby  shall  be  treated  as  a  Nonstatutory  Option.

6.     Terms  and  Conditions  of  All  Options  Under  the  Plan.

     (a)     Option  Agreement.  All  Options  granted  under  the Plan shall be
evidenced  by  a written Option Agreement and shall be subject to all applicable
terms  and  conditions  of  the  Plan  and may be subject to any other terms and
conditions  which  are  not  inconsistent  with the Plan and which the Committee
deems  appropriate  for  inclusion  in  an  Option  Agreement.

     (b)     Number  of  Shares.  Each Option Agreement shall specify the number
of  shares  of  the  Stock  each such Employee or Consultant will be entitled to
purchase  pursuant  to  the  Option and shall provide for the adjustment of such
number  in  accordance  with  Section  9.  Each Option Agreement shall state the
minimum  number  of  shares  which  must  be  exercised  at  any  time,  if any.

     (c)     Nature of Option.  Each Option Agreement shall specify the intended
nature  of the Option as an Incentive Option, a Nonstatutory Option or partly of
each  type.

     (d)     Exercise  Price.  Each  Option Agreement shall specify the exercise
price.  The  exercise  price  of either the Incentive Option or the Nonstatutory
Option  shall  not  be  less  than one hundred percent (100%) of the Fair Market
Value  of  a  share of Stock on the date of grant. Subject to the foregoing, the
exercise price under any Option shall be determined by the Committee in its sole
discretion.  The  exercise  price  shall  be  payable  in  the form described in
Section  7.

     (e)     Term of Option.  The Option Agreement shall specify the term of the
Option.  The  term  of  any  Option  granted  under  this  Plan  is  subject  to
expiration,  termination,  and  cancellation  as  set  forth  within  this Plan.

     (f)     Exercisability.  Each  Option Agreement shall specify the date when
all  or  any  installment  of  the Option is to become exercisable.  Such Option
shall  not be exercisable after the expiration of such term which shall be fixed
by  the  Committee, but in any event not later than ten years from the date such
Option  is  granted.  Subject  to  the provisions of the Plan, the Committee may
grant  Options which are vested, or which become vested upon the happening of an
event  or  events  as  specified  by  the  Committee.

     (g)     Withholding  Taxes.  Upon  exercise  of any Nonstatutory Option (or
any  Incentive Option which is treated as a Nonstatutory Option because it fails
to  meet  the  requirements  set  forth  in the Code for Incentive Options), the
Optionee  must  tender  full  payment  to the Company for any federal income tax
withholding  required  under  the  Code  in  connection  with  such  exercise
("Withholding  Tax").  If  the  Optionee  fails  to  tender  to  the Company the
Withholding  Tax,  the  Committee,  at  its  discretion, shall withhold from the
Optionee  any and all shares subject to such Option, and accordingly, subject to
Withholding  Tax until such time as either of the following events has occurred:

          (i)     the Employee tenders to the Company payment in cash to pay the
Withholding  Tax;  or

          (ii)     the  Company  withholds  from  the Employee's wages an amount
sufficient  to  pay  the  Withholding  Tax.

     (h)     Termination  and  Acceleration  of  Option.

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          For  Incentive  Options:

          (i)     If  the  employment of a Grantee who is not a Disabled Grantee
is  terminated without cause, or such Grantee voluntarily quits or retires under
any  retirement  plan of the Company, any then outstanding and exercisable stock
option  held  by  such  a  Grantee  shall be exercisable, in accordance with the
provisions  of  the  Option  Agreement, by such Grantee at any time prior to the
expiration  date  of  such  Option  or  within  three  months  after the date of
termination  of  employment  or  service,  whichever  is  the  shorter  period.

          (ii)  If  the  employment  of  a  Grantee who is a Disabled Grantee is
terminated  without  cause,  any then outstanding and exercisable Option held by
such  a  Grantee  shall be exercisable, in accordance with the provisions of the
Option  Agreement, by such a Grantee at any time prior to the expiration date of
such  Option or within one year after the date of such termination of employment
or  service,  whichever  is  the  shorter  period.

          For  all  Options  issued  hereunder:

          (i)     If  the  Company  terminates  the  employment of a Grantee for
cause,  all  outstanding  stock  options held by the Grantee at the time of such
termination  shall  automatically  terminate  unless  the Committee notifies the
Grantee  that  his or her options will not terminate.  A termination "for cause"
shall  be  defined  under each written Option Agreement.  The Company assumes no
responsibility  and  is under no obligation to notify a Permitted Transferee (as
hereafter defined in section 13) of early termination of an Option on account of
a  Grantee's  termination  of  employment.

          (ii)     Whether  termination  of  employment  or  other  service is a
termination  "for  cause"  or  whether  a Grantee is a Disabled Grantee shall be
determined  in  each  case,  in  its  discretion,  by the Committee and any such
determination  by  the  Committee  shall  be  final  and  binding.

          (iii)     Following  the  death  of  a  Grantee during employment, any
outstanding  and  exercisable  Options held by such Grantee at the time of death
shall be exercisable, in accordance with the provisions of the Option Agreement,
by the person or persons entitled to do so under the Will of the Grantee, or, if
the  Grantee  shall fail to make testamentary disposition of the stock option or
shall  die  intestate,  by  the  legal representative of the Grantee at any time
prior to the expiration date of such Option or within one year after the date of
death,  whichever  is  the  shorter  period.

          (iv)     The  Committee may grant Options, or amend Options previously
granted, to provide that such Options continue to be exercisable up to ten years
after  the  date  of  grant  irrespective  of  the  termination of the Grantee's
employment with the Company, and which vest upon grant or become vested upon the
happening  of  an  event  or  events  specified  by  the Committee, although the
exercise of such vested Options in the case of Incentive Options more than three
months  after termination of employment may convert such Options to Nonstatutory
Options  with  respect  to  the  income  tax  consequences  of  such  exercise.

7.     Payment  for  Shares

     (a)     Cash.  Payment  in  full for shares purchased under an Option shall
be  made  in  cash (including check, bank draft or money order) at the time that
the  Option  is  exercised.

     (b)     Stock.  In  lieu  of  cash an Optionee may, with the consent of the
Committee,  make  payment  for  Stock  purchased under an Option, in whole or in
part,  by  tendering  to  the Company in good form for transfer, shares of Stock
valued  at  Fair  Market Value on the date the Option is exercised.  Such shares
will  have  been  owned by the Optionee or the Optionee's representative for the
time  specified  by  the  Committee  but  in  no  case shall the Optionee or his
representative  have  held  a  beneficial interest in such tendered shares for a
period  less  than  six  months  prior  to  the  exercise  of  the  Option.

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8.     Use  of  Proceeds  from  Stock.

     Cash  proceeds from the sale of Stock pursuant to Options granted under the
Plan  shall  constitute  general  funds  of  the  Company.

9.     Adjustments.

     Changes  or adjustments in the Option price, number of shares subject to an
Option  or  other specifics as the Committee should decide will be considered or
made  pursuant  to  the  following  rules:

     (a)     Upon  Changes  in  Stock.  If the outstanding Stock is increased or
decreased,  or  is  changed into or exchanged for a different number or kinds of
shares  or  securities,  as  a  result  of  one  or  more  reorganizations,
recapitalization,  stock  splits, reverse stock splits, split-up, combination of
shares,  exchange  of  shares,  change  in  corporate  structure,  or otherwise,
appropriate  adjustments  will  be made in the exercise price and/ or the number
and/or  kind of shares or securities for which Options may thereafter be granted
under  this  Plan  and  for  which  Options then outstanding under this Plan may
thereafter  be  exercised.  The  Committee  will make such adjustments as it may
deem  fair, just and equitable to prevent substantial dilution or enlargement of
the rights granted to or available for Optionees.  No adjustment provided for in
this  Section  9 will require the Company to issue or sell a fraction of a share
or  other  security.  Nothing  in  this Section will be construed to require the
Company  to  make  any  specific  or  formula  adjustment.

     (b)     Prohibited Adjustment.  If any such adjustment provided for in this
Section  9  requires the approval of stockholders in order to enable the Company
to  grant  or  amend  Options,  then no such adjustment will be made without the
required  stockholder approval.  Notwithstanding the foregoing, if the effect of
any such adjustment would be to cause an Incentive Option to fail to continue to
qualify  under  Section 422 of the Code or to cause a modification, extension or
renewal  of such stock option within the meaning described in Section 424 of the
Code,  the Committee may elect that such adjustment not be made but rather shall
use  reasonable efforts to effect such other adjustment of each then outstanding
Option  as the Committee, in its sole discretion, shall deem equitable and which
will  not  result  in  any  disqualification, modification, extension or renewal
(within  the  meaning  of  Section  424  of  the Code) of such Incentive Option.

     (c)     Further  Limitations.  Nothing  in  this  Section  will entitle the
Optionee  to  adjustment  of  his  Option  in  the  following  circumstances:

          (i)     The  issuance  or  sale  of  additional  shares  of the Stock,
through  public  offering  or  otherwise;

          (ii)     The  issuance  or  authorization  of  an  additional class of
capital  stock  of  the  Company;

          (iii)     The conversion of convertible preferred stock or debt of the
Company  into  Stock;  and

          (iv)     The payment of dividends except as provided in Section 9 (a).

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

10.     Legal  Requirements:

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     (a)     Compliance  with  All  Laws.  The  Company  will not be required to
issue  or  deliver any certificates for shares of Stock prior to (a) the listing
of  any  such Stock to be acquired pursuant to the exercise of any Option on any
stock  exchange  on  which  the Stock may then be listed, and (b) the compliance
with  any  registration  requirements  or qualification of such shares under any
federal  securities  laws,  including  without  limitation the Securities Act of
1933, as amended ("1933 Act"), the rules and regulations promulgated thereunder,
or  state securities laws and regulations, the regulations of any stock exchange
or  interdealer  quotation  system on which the Company's securities may then be
listed,  or  obtaining  any  ruling or waiver from any government body which the
Company  may, in its sole discretion, determine to be necessary or advisable, or
which,  in  the  opinion  of  counsel  to  the  Company,  is otherwise required.

     (b)     Compliance  with Specific Code Provisions.  It is the intent of the
Company  that  the  Plan  and  its  administration  conform  strictly  to  the
requirements  of  Section  422  of  the  Code with respect to Incentive Options.
Therefore, notwithstanding any other provision of this Plan, nothing herein will
contravene  any requirement set forth in Section 422 of the Code with respect to
Incentive  Options  and  if  inconsistent provisions are otherwise found herein,
they  will be deemed void and unenforceable or automatically amended to conform,
as  the  case  may  be.

     (c)     Plan  Subject to Nevada Law.  All questions arising with respect to
the provisions of the Plan will be determined by application of the Code and the
laws  of the state of Nevada except to the extent that Nevada laws are preempted
by  any  federal  law.

11.     Rights  as  a  Stockholder.

     An Optionee shall have no rights as a stockholder with respect to any Stock
covered by his Option until the date of issuance of the stock certificate to him
or  her  after  receipt  of  the  consideration  in full set forth in the Option
Agreement.  Except  as provided in Section 9 hereof, no adjustments will be made
for  dividends,  whether ordinary or extraordinary, whether in cash, securities,
or  other  property,  or for distributions for which the record date is prior to
the  date  on  which  the  Option  is  exercised.

12.     Restrictions  on  Shares.

     Prior  to  the  issuance  or  delivery of any shares of the Stock under the
Plan,  the  person  exercising  the  Option  may  be  required  to:

     (a)     represent  and  warrant that the shares of the Stock to be acquired
upon exercise of the Option are being acquired for investment for the account of
such  person  and  not  with  a  view  to  resale or other distribution thereof;

     (b)     represent  and  warrant  that  such  person  will  not, directly or
indirectly,  sell, transfer, assign, pledge, hypothecate or otherwise dispose of
any  such shares unless the sale, transfer, assignment, pledge, hypothecation or
other  disposition  of the shares is pursuant to the provisions of this Plan and
effective  registrations  under the 1933 Act and any applicable state or foreign
securities  laws  or  pursuant  to  appropriate  exemptions  from  any  such
registrations;  and

     (c)     execute such further documents as may reasonably be required by the
Committee  upon  exercise  of  the Option or any part thereof, including but not
limited  to  any  stock  restriction  agreement that the Committee may choose to
require.

     Nothing  in  this Plan shall assure any Optionee that shares issuable under
this  Option  are  registered  on  a Form S-8 under the 1933 Act or on any other
Form. The certificate or certificates representing the shares of the Stock to be
issued  or delivered upon exercise of an Option may bear a legend evidencing the
foregoing  and  other  legends  required  by  any  applicable  securities  laws.
Furthermore,  nothing  herein  or  any Option granted hereunder will require the
Company  to  issue  any  Stock  upon  exercise  of  any  Option  if  the

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issuance  would,  in  the  opinion  of  counsel  for  the  Company, constitute a
violation  of  the  1933  Act,  applicable  state  securities laws, or any other
applicable  rule  or  regulation  then  in  effect.  The  Company  shall have no
liability  for failure to issue shares upon any exercise of Options because of a
delay  pending  the  meeting  of  any  such  requirements.

13.     Transferability.

     The  Committee  shall  retain  the  authority  and  discretion  to permit a
Nonstatutory  Option,  but in no case an Incentive Option, to be transferable as
long  as  such  transfers  are made only to one or more of the following: family
members,  limited to children of Grantee, spouse of Grantee, or grandchildren of
Grantee,  or  trusts  for  the  benefit  of  Grantee  and/or such family members
("Permitted  Transferee"),  provided  that such transfer is a bona fide gift and
accordingly,  the  Grantee  receives no consideration for the transfer, and that
the  Options transferred continue to be subject to the same terms and conditions
that  were applicable to the Options immediately prior to the transfer.  Options
are  also  subject  to transfer by will or the laws of descent and distribution.
Options  granted  pursuant  to  this  Plan  shall  not be otherwise transferred,
assigned,  pledged, hypothecated or disposed of in any way, whether by operation
of  law  or  otherwise.  A Permitted Transferee may not subsequently transfer an
Option.  The  designation  of  a  beneficiary  shall  not constitute a transfer.

14.     No  Right  to  Continued  Employment.

     This  Plan  and any Option granted under this Plan will not confer upon any
Optionee  any  right  with  respect to continued employment or engagement by the
Company  nor  shall  they  alter,  modify,  limit or interfere with any right or
privilege  of the Company under any employment agreement heretofore or hereafter
executed  with  any  Optionee,  including  the right to terminate any Optionee's
employment  or engagement at any time for or without cause, to change his or her
level  of  compensation  or  to  change his or her responsibilities or position.

15.     Corporate  Reorganizations.

     Upon  the  dissolution  or  liquidation  of  the  Company,  or  upon  a
reorganization,  merger or consolidation of the Company as a result of which the
outstanding  securities  of  the  class  then  subject  to Options hereunder are
changed  into  or  exchanged  for  cash  or  property  or  securities not of the
Company's issue, or upon a sale of substantially all the property of the Company
to,  or  the acquisition of stock representing more than eighty percent (80%) of
the  voting  power  of  the  stock  of  the  Company then outstanding by another
corporation  or person, the Plan will terminate and all Options will lapse.  The
result  described  above  will  not  occur  if  provision  is made in writing in
connection  with such transaction for the continuance of the Plan and/or for the
assumption  of  Options earlier granted, or the substitution for such Options of
options covering the stock of a successor employer corporation, or a parent or a
subsidiary  thereof,  with  appropriate adjustments as to the number and kind of
shares  and prices, in which event the Plan and Options theretofore granted will
continue  in  the  manner  and  under  the  terms  so provided.  If the Plan and
unexercised  Options  shall  terminate  pursuant  to  the foregoing, all persons
holding  any  unexercised  portions  of  Options then outstanding shall have the
right,  at  such  time  prior to the consummation of the transaction causing the
termination as the Company shall designate, to exercise the unexercised portions
of  their  options,  including  the  portions  thereof  which would but for this
Section  15  not  yet  be  exercisable.

16.     Modification,  Extension  and  Renewal.

     (a)     Options.  Subject  to  the conditions of and within the limitations
prescribed in the Plan herein, the Committee may modify, extend, cancel or renew
outstanding  Options.  Notwithstanding  the  foregoing,  no  modification  will,
without  the  prior  written consent of the Optionee, alter, impair or waive any
rights or obligations associated with any Option earlier granted under the Plan.

<PAGE>
     (b)     Plan.  The  Board  may at any time and from time to time interpret,
amend  or discontinue the Plan, subject to the limitation, however, that, except
as  provided  in  Section  9 (relating to adjustments upon changes in stock), no
amendment  shall  be  made,  except  upon  stockholder  approval,  which  will:

          (i)     Increase  the  number of shares reserved for Options under the
Plan;  or
          (ii)     Reduce  the  Option  price below 100% of Fair Market Value at
the  time  an  Option  is  granted;  or
          (iii)     Change  the  requirements  for eligibility for participation
under  the  Plan.

17.     Plan  Date  and  Duration.

     The Plan shall take effect on the date it is adopted by the Board.  Options
may  not  be  granted  under  this  Plan  after  December  31,  2012.