Exhibit 10.1


                            INCENTRA SOLUTIONS, INC.
                             2006 STOCK OPTION PLAN

This Incentra Solutions, Inc. 2006 Stock Option Plan (the "PLAN") is established
by Incentra Solutions, Inc., a Nevada corporation (the "COMPANY"),  effective as
of May 4, 2006 (the "EFFECTIVE  DATE").  Capitalized terms not otherwise defined
shall have the meanings set forth in Section 25.

1)    PURPOSE.  The Plan is intended to provide qualifying  Employees (including
      officers and Directors), Independent Directors and Consultants with equity
      ownership in the Company,  thereby  strengthening  their commitment to the
      success of the Company,  promoting  the identity of interests  between the
      Company's  shareholders  and such  Employees,  Independent  Directors  and
      Consultants and stimulating their efforts on behalf of the Company, and to
      assist the Company in attracting and retaining talented personnel.

2)    SCOPE OF THE PLAN.  Subject to adjustment  in accordance  with Section 20,
      the total  number  of Shares  for  which  grants  under the Plan  shall be
      available  is  1,750,000.  If any  Shares  subject  to any  Award  granted
      hereunder are  forfeited or such Award  otherwise  terminates  without the
      issuance of such Shares or for other consideration in lieu of such Shares,
      the Shares subject to such Award,  to the extent of any such forfeiture or
      termination,  shall again be  available  for grant under the Plan.  Shares
      awarded under the Plan may be treasury shares or newly-issued shares.

3)    ADMINISTRATION.

      a)    The Plan shall be administered by a Committee which shall consist of
            at least two or more members of the Board,  all of whom,  so long as
            the Company remains a Public Company, shall qualify as "non-employee
            directors"  under  Section  (b)(3)(i)  of Rule 16b-3.  The number of
            members  of the  Committee  may from  time to time be  increased  or
            decreased,  and so long as the  Company  remains  a Public  Company,
            shall be subject to such conditions,  as the Board deems appropriate
            to permit  transactions  in Shares  pursuant  to the Plan to satisfy
            such conditions of Rule 16b-3 as then in effect.

      b)    Subject to the express  provisions  of the Plan,  the  Committee has
            full and final authority and discretion as follows:

            i)    to determine when and to whom Awards should be granted and the
                  terms,  conditions and restrictions  applicable to each Award,
                  including,  without limitation,  (A) the exercise price of the
                  Award, (B) the method of payment for Shares purchased upon the
                  exercise of the Award,  (C) the method of  satisfaction of any
                  tax  withholding  obligation  arising in  connection  with the
                  Award,   (D)  the  timing,   terms  and   conditions   of  the
                  exercisability  of the  Award  or the  vesting  of any  Shares
                  acquired  upon  the  exercise  thereof,  (E)  the  time of the
                  expiration  of the  vesting  of any Shares  acquired  upon the
                  exercise thereof, (F) the effect of the Grantee's  termination
                  of  employment  or  service  with  the  Company  on any of the
                  foregoing,  (G) all other terms,  conditions and  restrictions
                  applicable to the Award or such Shares not  inconsistent  with
                  the terms of the Plan, and (H) whether or not specific  Awards
                  shall be  identified  with other  specific  Awards,  and if so
                  whether  they  shall  be  exercisable  cumulatively  with,  or
                  alternatively to, such other specific Awards;

            ii)   to interpret the Plan and to make all determinations necessary
                  or advisable for the administration of the Plan;

            iii)  to make,  amend and rescind  rules,  guidelines  and  policies
                  relating  to  the  Plan,  or  to  adopt   supplements  to,  or
                  alternative   versions  of,  the  Plan,   including,   without
                  limitation,  rules  with  respect  to the  exercisability  and
                  forfeitability of Awards upon the termination of employment or
                  service of a Grantee;

            iv)   to determine the terms,  conditions  and  restrictions  of all
                  Award  Agreements  (which need not be identical) and, with the
                  consent of the Grantee,  to amend any such Award  Agreement at
                  any time,  among other  things,  to permit  transfers  of such
                  Awards to the extent  permitted  by the Plan,  except that the
                  consent of the Grantee shall not be required for any amendment
                  which (A) does not

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                  adversely affect the rights of the Grantee or (B) is necessary
                  or advisable (as determined by the Committee) to carry out the
                  purpose of the Award as a result of any  change in  applicable
                  law;

            v)    to cancel, with the consent of the Grantee, outstanding Awards
                  and to grant new Awards in substitution therefor;

            vi)   to  accelerate  the  exercisability  of, and to  accelerate or
                  waive any or all of the  terms,  conditions  and  restrictions
                  applicable to, any Award or any group of Awards for any reason
                  and at any time, including in connection with a termination of
                  employment (other than for Cause);

            vii)  subject to Section  6(c),  to extend the time during which any
                  Award or group of Awards may be exercised;

            viii) to  make  such  adjustments  or  modifications  to  Awards  to
                  Grantees working outside the United States as are advisable to
                  fulfill the purposes of the Plan;

            ix)   to impose such additional  terms,  conditions and restrictions
                  upon  the  grant,  exercise  or  retention  of  Awards  as the
                  Committee  may,  before or concurrent  with the grant thereof,
                  deem appropriate; and

            x)    to take any other action with respect to any matters  relating
                  to the Plan for which it is responsible.

            The  determination  of the Committee on all matters  relating to the
            Plan or any Award Agreement shall be final.

4)    INDEMNIFICATION AND REIMBURSEMENT. Service as a member of the Committee or
      any other duly appointed  subcommittee shall constitute service as a Board
      member,   and  such  members  shall   accordingly   be  entitled  to  full
      indemnification  and  reimbursement  as Board members for their service as
      members of the  Committee  or any other duly  appointed  subcommittee.  No
      Committee or other duly appointed  subcommittee member shall be liable for
      any act or  omission  made in good faith  with  respect to the Plan or any
      Award granted under the Plan.

5)    ELIGIBILITY.  The Committee  may, in its  discretion,  grant Awards to any
      Eligible  Person,  whether  or not he or she has  previously  received  an
      Award,  except  in the case of an ISO,  which  can only be  granted  to an
      Employee of the Company or any Subsidiary.

6)    CONDITIONS TO GRANTS.

      a)    GENERAL  CONDITIONS.  Awards  shall be  evidenced  by written  Award
            Agreements  specifying the number of Shares covered thereby, in such
            form as the  Committee  shall  from  time to time  establish.  Award
            Agreements  may  incorporate  all or any of the terms of the Plan by
            reference  and shall  comply  with and be subject  to the  following
            terms and conditions:

            (i)   The  Grant  Date of an Award  shall  be the date on which  the
                  Committee  grants the Award or such later date as specified in
                  advance by the Committee;

            (ii)  The Option Term shall under no circumstances  extend more than
                  ten (10)  years  after the Grant  Date and shall be subject to
                  earlier termination as herein provided; and

            (iii) Any terms and conditions of an Award not set forth in the Plan
                  shall be set  forth in the  Award  Agreement  related  to that
                  Award.

      b)    GRANT OF OPTIONS.  No later than the Grant Date of any  option,  the
            Committee shall  determine the Option Price of such option.  Subject
            to  Section  6(c),  the  Option  Price of an option  may be the Fair
            Market  Value of a Share on the  Grant  Date or may be less  than or
            more than that Fair Market Value. An option shall be exercisable for
            unrestricted Shares,  unless the Award Agreement provides that it is
            exercisable for Restricted Shares.

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      c)    GRANT OF ISOS. At the time of the grant of any option, the Committee
            may, in its  discretion,  designate  that such option  shall be made
            subject to additional  restrictions  to permit the option to qualify
            as an "incentive stock option" under the requirements of Section 422
            of the Code. Any option designated as an ISO:

            i)    shall  have an  Option  Price  that is not less  than the Fair
                  Market Value of a Share on the Grant Date and, if granted to a
                  Ten Percent Owner,  have an Option Price that is not less than
                  110% of the Fair Market Value of a Share on the Grant Date;

            ii)   shall be for a period of not more than ten (10) years and,  if
                  granted to a Ten Percent Owner,  not more than five (5) years,
                  from  the  Grant   Date  and  shall  be   subject  to  earlier
                  termination  as  provided  herein or in the  applicable  Award
                  Agreement;

            iii)  shall meet the limitations of this subparagraph  6(c)(iii). If
                  the  aggregate  Fair Market  Value of Shares  with  respect to
                  which  ISOs  first  become  exercisable  by a  Grantee  in any
                  calendar year exceeds the limit  determined in accordance with
                  the provisions of Section 422 of the Code (the "LIMIT") taking
                  into account Shares subject to all ISOs granted by the Company
                  that are held by the  Grantee,  the excess  will be treated as
                  nonqualified  options.  To  determine  whether  the  Limit  is
                  exceeded,  the Fair Market Value of Shares  subject to options
                  shall be determined  as of the Grant Dates of the options.  In
                  reducing  the  number of  options  treated as ISOs to meet the
                  Limit,  the most  recently  granted  options  will be  reduced
                  first.  If a reduction of  simultaneously  granted  options is
                  necessary to meet the Limit, the Committee may designate which
                  Shares  are to be treated as Shares  acquired  pursuant  to an
                  ISO;

            iv)   shall be granted  within  ten (10)  years  from the  Effective
                  Date;

            v)    shall  require  the  Grantee  to notify the  Committee  of any
                  disposition  of any Shares issued upon the exercise of the ISO
                  under the  circumstances  described  in Section  421(b) of the
                  Code  (relating  to  certain  disqualifying  dispositions,   a
                  "DISQUALIFYING  DISPOSITION"),  within ten (10)  business days
                  after such Disqualifying Disposition; and

            vi)   unless otherwise permitted by the Code, shall by its terms not
                  be assignable or  transferable  other than by will or the laws
                  of descent and distribution  and may be exercised,  during the
                  Grantee's  lifetime,  only by the  Grantee,  except  that  the
                  Grantee  may,  in  accordance  with  Section 7,  designate  in
                  writing a  beneficiary  to exercise  his or her ISOs after the
                  Grantee's death.


6)    NON-TRANSFERABILITY. An Award granted hereunder shall not be assignable or
      transferable  other than by will or the laws of descent  and  distribution
      and may be exercised during the Grantee's  lifetime only by the Grantee or
      his or her  guardian  or legal  representative,  except  that,  subject to
      Section  6(c) in respect  of ISOs,  a Grantee  may,  if  permitted  by the
      Committee,  in its  discretion,  (a) designate in writing a beneficiary to
      exercise  an Award  after his or her death (if that  designation  has been
      received by the Company prior to the Grantee's death) and (b) transfer the
      Award to one or more  members  of the  Grantee's  Immediate  Family or any
      other individuals or entities.

7)    EXERCISE.

      a)    EXERCISE OF OPTIONS.

            i)    Subject to Section 6, each option shall become  exercisable at
                  such time or times as may be specified by the  Committee  from
                  time to time in the applicable Award Agreement.
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            ii)   An option  shall be  exercised  by the delivery to the Company
                  during  the Option  Term of (A) a written  notice of intent to
                  purchase a specific  number of Shares subject to the option in
                  accordance with the terms of the option by the person entitled
                  to  exercise  the option and (B) payment in full of the Option
                  Price of such  specific  number of Shares in  accordance  with
                  Section 8(a)(iii).

            iii)  Payment of the Option  Price may be made by any one or more of
                  the following means:

                  (A)   cash, check, or wire transfer;

                  (B)   with  the  approval  of the  Committee,  Mature  Shares,
                        valued  at  their  Fair  Market  Value  on the  date  of
                        exercise;

                  (C)   with the approval of the  Committee,  Restricted  Shares
                        held by the Grantee for at least six (6) months prior to
                        the  exercise of the option,  each such share  valued at
                        the  Fair  Market  Value  of a  Share  on  the  date  of
                        exercise;

                  (D)   so long as the  Company  remains  a Public  Company,  in
                        accordance  with procedures  previously  approved by the
                        Company,  through  the sale of the  Shares  acquired  on
                        exercise of the option  through a bank or  broker-dealer
                        to whom the Grantee has submitted an irrevocable  notice
                        of  exercise  and  irrevocable  instructions  to deliver
                        promptly  to the  Company  the  amount  of  sale or loan
                        proceeds  sufficient  to pay for such  Shares,  together
                        with,  if  requested  by  the  Company,  the  amount  of
                        federal,  state,  local  or  foreign  withholding  taxes
                        payable by Grantee by reason of such exercise; or

                  (E)   in the discretion of the Committee,  payment may also be
                        made in accordance with Section 9.

                  (F)   with the approval of the Committee,  in any  combination
                        of the foregoing or such other manner  determined by the
                        Committee.

9)    LOANS.  The  Committee  may in its  discretion  allow a  Grantee  to defer
      payment to the Company of all or any portion of (a) the Option Price of an
      option,  or (b) any taxes associated with the exercise,  nonforfeitability
      of, or payment of benefits in connection  with, an Award. Any such payment
      deferral  by the  Company  shall be on such  terms and  conditions  as the
      Committee  may  determine,  except that a Grantee shall not be entitled to
      defer the payment of such Option  Price,  purchase  price,  or any related
      taxes unless the Grantee (a) enters into a binding  obligation  to pay the
      deferred amount and (b) other than with respect to treasury  shares,  pays
      upon  exercise  of an  option,  an  amount at least  equal to the  Minimum
      Consideration  therefor. If the Committee has permitted a payment deferral
      in  accordance  with this  Section 9, then the  Committee  may require the
      immediate  payment of such deferred amount upon the Grantee's  termination
      of employment  or if the Grantee  sells or otherwise  transfers his or her
      Shares purchased pursuant to such deferral.  The Committee may at any time
      in its discretion forgive the repayment of any or all of the principal of,
      or interest on, any such deferred payment obligation.

10)   NOTIFICATION  UNDER SECTION 83(b). If the Grantee,  in connection with the
      exercise of any option,  makes the election  permitted under Section 83(b)
      of the Code to  include  in such  Grantee's  gross  income  in the year of
      transfer  the amounts  specified in Section  83(b) of the Code,  then such
      Grantee shall notify the Company,  in writing, of such election within ten
      (10) days  after  filing  the  notice of the  election  with the  Internal
      Revenue  Service,  in  addition  to any filing and  notification  required
      pursuant  to  regulations  issued  under  Section  83(b) of the Code.  The
      Committee  may,  in  connection  with the grant of an Award or at any time
      thereafter,  prohibit a Grantee from making the election described in this
      Section 10.

11)   MANDATORY TAX WITHHOLDING.

      a)    Whenever under the Plan, Shares are to be delivered upon exercise of
            an Award,  or any other  event with  respect to rights and  benefits
            hereunder,  the  Company  shall be  entitled to require (i) that the
            Grantee  remit an amount in cash,  or in the  Company's  discretion,
            Mature  Shares or any other  form of

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            consideration,  sufficient  to satisfy all federal,  state and local
            tax   withholding    requirements    related   thereto    ("REQUIRED
            WITHHOLDING"),  (ii) the  withholding  of such Required  Withholding
            from  compensation  otherwise  due to the Grantee or from any Shares
            due to the Grantee under the Plan, or (iii) any  combination  of the
            foregoing.

      b)    Any Grantee  who makes a  Disqualifying  Disposition  or an election
            under Section 83(b) of the Code shall remit to the Company an amount
            sufficient to satisfy all  resulting  Required  Withholding,  except
            that in lieu of or in addition to the  foregoing,  the Company shall
            have  the  right  to  withhold   such  Required   Withholding   from
            compensation  otherwise  due to the  Grantee  or from any  Shares or
            other payment due to the Grantee under the Plan.

      c)    Any surrender by a Section 16 Grantee of previously  owned shares of
            Common Stock to satisfy tax withholding arising upon exercise of the
            Award must comply with the  applicable  provisions  of Rule 16b-3(e)
            under the 1934 Act.

12)   ELECTIVE SHARE WITHHOLDING.  At the Company's  discretion,  a Grantee may,
      with the prior  consent of the  Committee,  elect the  withholding  by the
      Company of a portion of the Shares  otherwise  deliverable to such Grantee
      upon  the  exercise  of  an  Award  or  upon  Restricted  Shares  becoming
      nonforfeitable  (each, a "TAXABLE EVENT") having a Fair Market Value equal
      to the  minimum  amount  necessary  to satisfy  the  Required  Withholding
      liability attributable to the Taxable Event.

13)   TERMINATION OF EMPLOYMENT.

      a)    FOR CAUSE. Except as otherwise provided by the Committee in an Award
            Agreement,  if a Grantee's  employment is terminated for Cause,  any
            unexercised option shall terminate  effective  immediately upon such
            termination of employment.

      b)    ON ACCOUNT OF DEATH.  Except as otherwise  provided by the Committee
            in the Award  Agreement,  if a Grantee's  employment  terminates  on
            account of death, then

            (A)   any unexercised  option, to the extent exercisable on the date
                  of such termination of employment,  may be exercised, in whole
                  or in part,  within the first  twelve (12)  months  after such
                  termination  of  employment  (but only during the Option Term)
                  after  the  death of the  Grantee  by (A) his or her  personal
                  representative  or  by  the  person  to  whom  the  option  is
                  transferred  by will or the  applicable  laws of  descent  and
                  distribution, (B) the Grantee's designated beneficiary, or (C)
                  a Permitted Transferee.

      c)    ON  ACCOUNT  OF  DISABILITY.  Except as  otherwise  provided  by the
            Committee  in  the  Award  Agreement,   if  a  Grantee's  employment
            terminates on account of Disability, then

            (A)   any unexercised  option, to the extent exercisable on the date
                  of such  termination of employment,  may be exercised in whole
                  or in part,  within the first  twelve (12)  months  after such
                  termination of employment (but only during the Option Term) by
                  the Grantee,  or by (A) his or her personal  representative or
                  by the person to whom the option is transferred by will or the
                  applicable laws of descent and distribution, (B) the Grantee's
                  designated beneficiary, or (C) a Permitted Transferee



      d)    ANY  REASON  OTHER  THAN  FOR  CAUSE  OR  ON  ACCOUNT  OF  DEATH  OR
            DISABILITY.  Except as  otherwise  provided by the  Committee in the
            Award Agreement, if a Grantee's employment terminates for any reason
            other than for Cause, or on account of death or Disability, then any
            unexercised option, to the extent exercisable immediately before the
            Grantee's termination of employment, may be exercised in whole or in
            part,  not later  than three (3) months  after such  termination  of
            employment (but only during the Option Term).

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14)   SUBSTITUTED  AWARDS.  If the Committee  cancels any Award (whether granted
      under the Plan or any plan of any  entity  acquired  by the  Company  or a
      Subsidiary), the Committee may, in its discretion,  substitute a new Award
      therefor upon such terms and  conditions  consistent  with the Plan as the
      Committee  may  determine,  except  that (a) the  Option  Price of any new
      option shall not be less than one hundred  percent (100%) (one hundred ten
      percent  (110%) in the case of an incentive  stock option granted to a Ten
      Percent  Owner)  of the  Fair  Market  Value of a Share on the date of the
      grant of the new Award;  and (b) the Grant Date of the new Award  shall be
      the date on which such new Award is granted.

15)   SECURITIES LAW MATTERS.

      a)    If the  Committee  deems  necessary  to comply  with any  applicable
            securities  law,  the  Committee  may  require a written  investment
            intent  representation  by  the  Grantee  and  may  require  that  a
            restrictive  legend be affixed to certificates for Shares. If, based
            upon the advice of counsel to the Company,  the Committee determines
            that the exercise or  nonforfeitability  of, or delivery of benefits
            pursuant to, any Award would violate any applicable provision of (i)
            federal or state securities laws or (ii) the listing requirements of
            any national  exchange or national market system on which are listed
            any of the  Company's  equity  securities,  then the  Committee  may
            postpone  any  such  exercise,  nonforfeitability  or  delivery,  as
            applicable,  but the  Company  shall use all  reasonable  efforts to
            cause such  exercise,  nonforfeitability  or delivery to comply with
            all such provisions at the earliest practicable date.

      b)    Grants of  options to Section 16  Grantees  shall  comply  with Rule
            16b-3 and shall contain such  additional  conditions or restrictions
            as may be  required  thereunder  for  such  grants  to  qualify  for
            exemption from liability under Section 16(b) of the 1934 Act. 16) NO
            EMPLOYMENT  RIGHTS.  Neither the  establishment  of the Plan nor the
            grant of any Award  shall (a) give any  Grantee  the right to remain
            employed by the Company or any  Subsidiary  or to any  benefits  not
            specifically  provided  by the Plan or (b)  modify  the right of the
            Company or any Subsidiary to modify, amend, or terminate the Plan or
            any other employee benefit plan or employment agreement.

17)   NO  RIGHTS AS A  SHAREHOLDER.  A  Grantee  shall not have any  rights as a
      shareholder  of the  Company  with  respect  to the  Shares  which  may be
      deliverable  upon  exercise  of an  Award  until  such  Shares  have  been
      delivered to him or her.

18)   NATURE OF  PAYMENTS.  Awards  shall be special  incentive  payments to the
      Grantee  and shall not be taken into  account in  computing  the amount of
      salary or  compensation  of the Grantee for  purposes of  determining  any
      pension,  retirement,  death  or  other  benefit  under  (a) any  pension,
      retirement,  profit-sharing,  bonus,  insurance or other employee  benefit
      plan of the Company or any Subsidiary or (b) any agreement between (i) the
      Company or any  Subsidiary  and (ii) the  Grantee,  except as such plan or
      agreement shall otherwise expressly provide.

19)   NON-UNIFORM DETERMINATIONS.  The Committee's determinations under the Plan
      need not be uniform  and may be made by the  Committee  selectively  among
      persons who receive,  or are eligible to receive,  Awards,  whether or not
      such persons are similarly  situated.  Without  limiting the generality of
      the foregoing,  the Committee shall be entitled to enter into  non-uniform
      and selective Award Agreements as to (a) the identity of the Grantees, (b)
      the terms and provisions of Awards, including, without limitation, vesting
      and  manner of  payment  of  purchase  price  upon  exercise,  and (c) the
      treatment of terminations of employment.

20)   ADJUSTMENTS.  The Committee  shall make  equitable  adjustment  of:

      a)    the aggregate  number of Shares  available under the Plan for Awards
            and the  aggregate  number of Shares for which Awards may be granted
            to any  individual  Grantee in any  calendar  year  pursuant  to the
            second sentence of Section 2;

      b)    the number of Shares covered by an Award; and

      c)    the Option Price of all outstanding options;
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      to reflect a stock  dividend,  stock split,  reverse  stock  split,  share
      combination, recapitalization, merger, consolidation, spin-off, split-off,
      reorganization, rights offering, liquidation or similar event of or by the
      Company.

21)   AMENDMENT  OF THE  PLAN.  The  Committee  may from  time to  time,  in its
      discretion,   amend  the  Plan  without  the  approval  of  the  Company's
      shareholders.

22)   TERMINATION  OF THE PLAN.  The Plan  shall  continue  in effect  until the
      earlier of its  termination  by the  Committee or the date on which all of
      the shares of Common Stock available for issuance under the Plan have been
      issued and all restrictions on such shares under the terms of the Plan and
      the  agreements  evidencing  Awards  granted  under the Plan have  lapsed.
      However,  all Awards  shall be granted,  if at all,  within ten (10) years
      from the earlier of the date the Plan is adopted by the  Committee  or the
      date  the  Plan is  duly  approved  by the  shareholders  of the  Company.
      Notwithstanding  the foregoing,  if the maximum number of shares of Common
      Stock  issuable  pursuant to the Plan has been  increased at any time, all
      Awards shall be granted,  if at all, no later than the last day  preceding
      the ten (10) year  anniversary of the earlier of (a) the date on which the
      latest  such  increase  in the  maximum  number of shares of Common  Stock
      issuable under the Plan was approved by the shareholders of the Company or
      (b) the date such amendment was adopted by the  Committee.  No termination
      shall affect any Award then outstanding under the Plan.

23)   NO ILLEGAL  TRANSACTIONS.  The Plan and all Awards granted  pursuant to it
      are subject to all applicable laws and  regulations.  Notwithstanding  any
      provision  of the Plan or any Award,  Grantees  shall not be  entitled  to
      exercise,  or receive  benefits under any Award, and the Company shall not
      be  obligated to deliver any Shares or deliver  benefits to a Grantee,  if
      such exercise or delivery  would  constitute a violation by the Grantee or
      the Company of any applicable law or regulation.

24)   CONSTRUCTIVE SALES. The Grantee shall not directly or indirectly,  through
      related parties or otherwise, "short" or "short against the box" (as those
      terms are generally  understood in the securities  markets),  or otherwise
      directly or  indirectly  (through  derivative  instruments  or  otherwise)
      dispose of or hedge,  any securities of the Company issuable upon exercise
      of such Grantee's Award(s).

25)   DEFINITIONS.  The terms set forth below have the indicated  meanings which
      are applicable to both the singular and plural forms thereof:

      a)    "AWARD" shall mean options, including ISOs, granted under the Plan.

      b)    "AWARD AGREEMENT" shall mean the written agreement by which an Award
            shall be evidenced.

      c)    "BOARD" shall mean the Board of Directors of the Company.

      d)    "CAUSE",  with respect to any employee or  consultant of the Company
            shall have the  meaning  set forth in such  person's  employment  or
            consulting  agreement  or, in the absence of such an agreement or if
            such term is not  defined in such  agreement,  shall mean any one or
            more of the  following,  as determined by the Committee (in the case
            of a Section 16 Grantee) or the Chief Executive Officer or President
            of the Company (in the case of any other Grantee):

            (i)   a Grantee's  commission of a crime that is likely to result in
                  injury to the Company or a Subsidiary;

            (ii)  the material  violation by the Grantee of written  policies of
                  the Company or a Subsidiary;

            (iii) the habitual  neglect by the Grantee in the performance of his
                  or her duties to the Company or a Subsidiary; or

            (iv)  a Grantee's willful  misconduct or inaction in connection with
                  his or her duties to the Company or a Subsidiary  resulting in
                  a material injury to the Company or a Subsidiary.
<PAGE>
                                                                          Page 8

      e)    "CODE" shall mean the Internal  Revenue Code of 1986,  as amended or
            superseded, and the regulations and rulings thereunder. Reference to
            a  particular  section  of the  Code  shall  include  references  to
            successor provisions.

      f)    "COMMITTEE"  shall mean the Compensation  Committee of the Board, or
            if no  such  committee  is  appointed  or is  unable  to act or with
            reference to Awards to Independent Directors,  shall mean the entire
            Board.

      g)    "COMMON  STOCK"  shall mean the common  stock,  $0.001 par value per
            share, of the Company.

      h)    "CONSULTANT"  shall mean any person,  including  a Director,  who is
            engaged  by the  Company  or any  Parent,  Subsidiary  or  Affiliate
            thereof, to render services to or for the benefit of the Company and
            is compensated for such services.

      i)    "DIRECTOR" shall mean a member of the Board.

      j)    "DISABILITY" shall mean a permanent and total disability, within the
            meaning of Section 22(e)(3) of the Code.

      k)    "EFFECTIVE  DATE"  shall  mean  the  date  set  forth  in the  first
            paragraph hereof.

      l)    "ELIGIBLE PERSON" shall mean any Employee, Consultant or Director of
            the Company or any Subsidiary, including any prospective Employee or
            Employee on an approved leave of absence or layoff, if such leave or
            layoff does not qualify as a Disability.

      m)    "EMPLOYEE"  shall mean any person treated as an employee  (including
            officers  and   directors)   in  the  records  of  the  Company  (or
            Subsidiary)  and who is subject to the control and  direction of the
            Company (or Subsidiary) with regard to both the work to be performed
            and  the  manner  and  method  of  performance.  The  payment  of  a
            director's  fee by the Company (or  Subsidiary)  to a Director shall
            not be sufficient to constitute  "employment" of the Director by the
            Company (or Subsidiary).

      n)    "FAIR MARKET  VALUE" per share of Common Stock on any relevant  date
            shall mean such value as determined in accordance with the following
            provisions:

            i)    If the  Common  Stock is at that  time  listed  on a  national
                  securities exchange, then the Fair Market Value shall mean the
                  closing  selling  price  per  share  of  Common  Stock  on the
                  exchange on which such Common Stock is  principally  traded on
                  the relevant date or, if there were no sales on that date, the
                  closing  selling  price  of  such  Common  Stock  on the  last
                  preceding date on which there were sales.

            ii)   If the  Common  Stock is at that  time  traded  on the  Nasdaq
                  National  Market(R),   Nasdaq  Small  Cap  Market(SM)  or  OTC
                  Bulletin  Board(R),  as the case may be,  then the Fair Market
                  Value shall mean the closing selling price per share of Common
                  Stock on the  relevant  date,  as the price is reported by the
                  National  Association  of  Securities  Dealers  on the  Nasdaq
                  National  Market(R),   Nasdaq  Small  Cap  Market(SM)  or  OTC
                  Bulletin  Board(R),  as the  case  may  be,  or any  successor
                  system.  If there is no closing  selling  price for the Common
                  Stock on the relevant  date,  then the Fair Market Value shall
                  mean the closing  selling price on the last preceding date for
                  which such quotation exists.

            iii)  If  the  Common  Stock  is  neither  listed  on  any  national
                  securities   exchange  nor  traded  on  the  Nasdaq   National
                  Market(R),   Nasdaq  Small  Cap  Market(SM)  or  OTC  Bulletin
                  Board(R),  then the Fair  Market  Value  shall mean that value
                  determined  by the  Committee  after  taking into account such
                  factors as the Committee shall in good faith deem appropriate.

      o)    "GRANT DATE" shall have the meaning specified in Section 6(a).

      p)    "GRANTEE"  shall mean a person who has been  granted an Award or any
            Permitted Transferee.
<PAGE>
                                                                          Page 9


      q)    "ISO" shall mean an  incentive  stock  option  within the meaning of
            Section 422 of the Code.

      r)    "IMMEDIATE FAMILY" shall mean, with respect to a particular Grantee,
            the Grantee's spouse, children and grandchildren.

      s)    "INDEPENDENT  DIRECTOR"  shall  mean a member of the Board who is an
            independent director as defined in NASD Manual 4200(15).

      t)    "MATURE  SHARES" shall mean Shares for which the holder  thereof has
            good title, free and clear of all liens and encumbrances,  and which
            such holder has held for at least six (6) months.

      u)    "MINIMUM CONSIDERATION" shall mean par value per Share or such other
            amount  that  is  from  time  to  time   considered  to  be  minimum
            consideration under applicable law.

      v)    "1934  ACT"  shall  mean the  Securities  Exchange  Act of 1934,  as
            amended.  References to a particular section of the 1934 Act or rule
            thereunder, include references to successor provisions.

      w)    "OPTION PRICE" shall mean the per share exercise price of an option.

      x)    "OPTION  TERM" shall mean the period  beginning on the Grant Date of
            an option  and  ending on the  expiration  date of such  option,  as
            specified in the Award  Agreement for such option and as may, in the
            discretion of the Committee and  consistent  with the  provisions of
            the Plan, be extended from time to time.

      y)    "PERMITTED  TRANSFEREE"  shall mean a person to whom an Award may be
            transferred or assigned in accordance with Section 7.

      z)    "PUBLIC  COMPANY"  shall mean any entity issuing any class of equity
            securities  that has been,  or is required to be,  registered  under
            Section 12 of the 1934 Act.

      aa)   "RULE 16b-3" shall mean Rule 16b-3 of the SEC under the 1934 Act, as
            amended from time to time, together with any successor rule.

      bb)   "SEC" shall mean the Securities and Exchange Commission.

      cc)   "SECTION 16 GRANTEE" shall mean a person who is subject to potential
            liability  under  Section  16(b) of the 1934  Act  with  respect  to
            transactions involving equity securities of the Company.

      dd)   "SHARE" shall mean a share of Common Stock.

      ee)   "STRIKE PRICE" shall have the meaning specified in Section 6(d)(ii).

      ff)   "SUBSIDIARY"  shall  mean a  subsidiary  corporation,  as defined in
            Section  424(f) of the Code (with the Company  being  treated as the
            employer corporation for purposes of this definition).

      gg)   "TEN  PERCENT  OWNER"  shall  mean a person who owns  capital  stock
            (including  stock treated as owned under Section 424(d) of the Code)
            possessing  more than ten percent of the total combined Voting Power
            of all classes of capital stock of the Company or any Subsidiary.

      hh)   "VOTING  POWER"  shall  mean  the  combined   voting  power  of  the
            then-outstanding   securities  of  the  Company   entitled  to  vote
            generally in the election of directors.

26)   CONTROLLING  LAW.  The law of the  State of  Nevada,  except  its law with
      respect to choice of law, shall control all matters relating to the Plan.
<PAGE>
                                                                         Page 10


27)   SEVERABILITY.  If any  part  of the  Plan  is  declared  by any  court  or
      governmental  authority to be unlawful or invalid,  such  unlawfulness  or
      invalidity shall not invalidate any other part of the Plan. Any Section or
      part of a  Section  so  declared  to be  unlawful  or  invalid  shall,  if
      possible, be construed in a manner which will given effect to the terms of
      such Section to the fullest  extent  possible while  remaining  lawful and
      valid.