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                                                                   EXHIBIT 10.10

                          CENTERGISTIC SOLUTIONS, INC.

                             1996 STOCK OPTION PLAN

         1.       Purpose. The purposes of this Stock Option Plan are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees, Directors and
Consultants of the Company and to promote the success of the Company's business.

                  Options granted hereunder may be either Incentive Stock
Options or Nonstatutory Stock Options, at the discretion of the Board and as
reflected in the terms of the written option agreement.

         2.       Definitions. As used herein, the following definitions shall
apply:

                  (a)      "Board" shall mean the Board of Directors of the
Company.

                  (b)      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                  (c)      "Committee" shall mean the Committee appointed by the
Board of Directors in accordance with paragraph (a) of Section 3 of the Plan, if
one is appointed.

                  (d)      "Common Stock" shall mean the Common Stock of the
Company.

                  (e)      "Company" shall mean Centergistic Solutions, Inc., a
California corporation.

                  (f)      "Consultant" shall mean any person who is engaged by
the Company or any Parent or Subsidiary to render consulting services and is
compensated for such consulting services, including compensation through Options
granted under this Plan; provided that the term Consultant shall not include
directors who are not compensated for their services or are paid only a
director's fee by the Company.

                  (g)      "Continuous Status as an Employee, Director or
Consultant" shall mean the absence of any interruption or termination of service
as an Employee, Director or Consultant (as the case may be). Continuous Status
as an Employee, Director or Consultant shall not be considered interrupted in
the case of sick leave, military leave, or any other leave of absence approved
by the Board; provided that such leave is for a period of not more than 90 days
or reemployment upon the expiration of such leave is guaranteed by contract or
statute.

                  (h)      "Director" shall mean a member of the Board.

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                  (i)      "Disability" shall mean a total and permanent
disability as that term is defined in Section 22(e)(3) of the Code.

                  (j)      "Employee" shall mean any person, including officers
and directors, employed by the Company or any Parent or Subsidiary of the
Company. The payment of a director's fee by the Company shall not be sufficient
to constitute "employment" by the Company.

                  (k)      "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.

                  (l)      "Incentive Stock Option" shall mean an Option
intended to qualify as an incentive stock option within the meaning of Section
422(b) of the Code.

                  (m)      "Nonstatutory Stock Option" shall mean an Option not
intended to qualify as an Incentive Stock Option.

                  (n)      "Option" shall mean a stock option granted pursuant
to the Plan.

                  (o)      "Optionee" shall mean an Employee, Director or
Consultant who receives an Option.

                  (p)      "Option Termination Date" shall mean the date of
expiration of the term of such Option as set forth in the written option
agreement.

                  (q)      "Parent" shall mean a "parent corporation", whether
now or hereafter existing, as defined in Section 425(e) of the Code.

                  (r)      "Plan" shall mean this Centergistic Solutions, Inc.
1996 Stock Option Plan.

                  (s)      "Restricted Shareholder" shall mean an Optionee who,
at the time the Option is granted, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent
or Subsidiary.

                  (t)      "Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 10 of the Plan.

                  (u)      "Subsidiary" shall mean a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 425(f) of the Code.

                  (v)      "Terminating Transaction" shall mean any of the
following events: (a) the dissolution or liquidation of the Company; (b) a
reorganization, merger or consolidation of the Company with one or more other
corporations (except with respect to a transaction, the sole purpose of which is
to change the domicile of the Company), as a result of which the Company goes
out of existence or becomes a subsidiary of another corporation (which shall be
deemed to

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have occurred if another corporation shall own, directly or indirectly, more
than fifty percent (50%) of the aggregate voting power of all outstanding equity
securities of the Company); or (c) a sale of all or substantially all of the
Company's assets.

         3.       Administration.

                  (a)      The Plan shall be administered by the Board of
Directors or by a Committee appointed by the Board and consisting of not less
than two Board members. (For purposes of this Plan document, the term "Board"
shall mean the Committee to the extent that the Board's powers have been
delegated to the Committee.)

                  (b)      The Board shall have sole authority in its absolute
discretion (i) to determine which Employees, Directors and Consultants shall
receive Options, (ii) subject to the express provisions of the Plan, to
determine the time when Options shall be granted, the number of Shares subject
to the Options, the exercise prices, and the terms and conditions of Options
other than those terms and conditions fixed under the Plan, and (iii) to
interpret the provisions of the Plan and any Option granted under the Plan. The
Board shall adopt by resolution such rules and regulations as may be required to
carry out the purposes of the Plan and shall have authority to do everything
necessary or appropriate to administer the Plan. All decisions, determinations
and interpretations of the Board shall be final and binding on all Optionees.
The Board may from time to time remove members from, or add members to, the
Committee, and vacancies on the Committee shall be filled by the Board.
Furthermore, the Board at any time by resolution may abolish the Committee and
revest in the Board the administration of the Plan.

                  (c)      With respect to Options granted to a member of the
Board, the Board shall take action by a vote sufficient without counting the
vote of such member of the Board, although such member of the Board may be
counted in determining the presence of a quorum at a meeting of the Board which
authorizes the granting of Options to such member of the Board.

         4.       Eligibility.

                  (a)      Incentive Stock Options may be granted only to
Employees who render services which contribute to the success of the Company.
Nonstatutory Stock Options may be granted only to Employees, Directors or
Consultants who render services which contribute to the success of the Company.

                  (b)      The Plan shall not confer upon any Optionee any right
to continue as an Employee, Director or Consultant of the Company, nor shall it
interfere in any way with his right or the Company's right to terminate his
employment or relationship as a Director or Consultant at any time, with or
without cause.

                  (c)      The determination as to whether an Employee, Director
or Consultant is eligible to receive Options hereunder shall be made by the
Board in its sole discretion, and the decision of the Board shall be binding and
final.

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         5.       Number of Shares. The maximum aggregate number of Shares which
may be optioned and sold under this Plan is two hundred fifty thousand (250,000)
Shares of authorized but unissued Common Stock of the Company. In the event that
Options granted under the Plan shall terminate or expire without being
exercised, in whole or in part, the Shares subject to such unexercised Options
may again be optioned and sold under this Plan.

         6.       Term of the Plan. The Plan shall be effective as of May 9,
1996, and shall continue in effect until the tenth anniversary of such date,
unless terminated earlier.

         7.       Exercise Price and Consideration.

                  (a)      The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be such price as is determined by
the Board in its sole discretion, but, in the case of Incentive Stock Options
only, shall be subject to the following:

                           (i)      for an Incentive Stock Option granted to a
Restricted Shareholder, the per Share exercise price shall be no less than 110%
of the fair market value per Share on the date of grant; and

                           (ii)     for an Incentive Stock Option granted to any
Employee (other than a Restricted Shareholder), the per Share exercise price
shall be no less than 100% of the fair market value per Share on the date of
grant.

                  (b)      The fair market value shall be determined by the
Board in its sole discretion, exercised in good faith.

                  (c)      The consideration to be paid for the Shares to be
issued upon exercise of an Option, including the method of payment, shall be
determined by the Board and may consist entirely of cash or cash equivalents or,
with the consent of the Board, promissory note, other shares of Common Stock
having a fair market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option shall be exercised, any
combination of such methods of payment, or such other legal consideration that
may be acceptable to the Board.

         8.       Exercise of Options.

                  (a)      Vesting of Options. Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by
the Board, including performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the Plan.

                  (b)      Procedure for Exercise. An Option may be exercised at
any time as to all or any portions of the Shares as to which it is then
exercisable, except that an Option may not be exercised for a fraction of a
Share and shall be subject to any provision in the option agreement

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governing the minimum number of Shares as to which the Option may be exercised.
An Option shall be deemed to be exercised when written notice of such exercise
has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 7(c) of the Plan.

                  (c)      Termination of Options. All installments of an Option
shall expire and terminate on such date(s) as the Board shall determine, but in
no event later than ten (10) years from the date such Option was granted (except
that an Incentive Stock Option granted to a Restricted Shareholder shall by its
terms not be exercisable after the expiration of five (5) years from the date
such Option was granted).

                  (d)      Death or Termination of Service of Optionee. The
following provisions shall govern the exercise period applicable to any Options
held by an Optionee at the time of his or her death or termination of service
with the Company or any Parent or Subsidiary of the Company:

                           (i)      Termination of Continuous Status as an
Employee, Director or Consultant. In the event of termination of an Optionee's
Continuous Status as an Employee, Director or Consultant (as the case may be)
for any reason other than the Optionee's death or Disability, such Optionee may
only exercise the Option within three (3) months (or such shorter period as
specified in the written option agreement) after the date of such termination.

                           (ii)     Disability of Optionee. In the event of
termination of an Optionee's Continuous Status as an Employee, Director or
Consultant as a result of the Optionee's Disability, the Optionee may only
exercise the Option within twelve (12) months (or such shorter period as is
specified in the written option agreement) from the date of such termination.

                           (iii)    Death of Optionee. In the event of
termination of an Optionee's Continuous Status as an Employee, Director or
Consultant as a result of the Optionee's death, the Option may only be exercised
any time within twelve (12) months (or such shorter period as is specified in
the written option agreement) following the date of death by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance.

                           (iv)     Limitations. Each Option shall, during the
limited exercise period under this Section 8(d), be exercisable only as to the
shares for which the Option is exercisable on the date of the Optionee's death
or termination of service with the Company. Under no circumstances shall any
Option become exercisable under this Section 8(d) after the Option Termination
Date. Upon the earlier of the expiration of such limited exercise period or the
Option Termination Date, the Option shall terminate and cease to be exercisable.

                           (v)      Immediate Termination. Should (A) the
Optionee's Continuous Status as an Employee, Director or Consultant be
terminated for misconduct (including, but not limited to, any act of dishonesty,
willful misconduct, fraud or embezzlement) or (B) the Optionee

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make any unauthorized use or disclosure of confidential information or trade
secrets of the Company or any Parent or Subsidiary, then in any such event all
outstanding Options granted to the Optionee under this Plan shall terminate
immediately and cease to be exercisable.

                           (vi)     Board Discretion to Accelerate. The Board
shall have complete discretion, exercisable either at the time the Option is
granted or at any time the Option remains outstanding, to permit one or more
Options granted under this Plan to be exercised during the limited exercise
period applicable under this Section 8(d), not only for the number of Shares for
which each such Option is exercisable at the time of the Optionee's death or
termination of service but also for one or more subsequent installments of
Shares for which the Option would otherwise have become exercisable had such
death or termination of service not occurred.

                  (e)      Extensions. Notwithstanding the provisions covering
the exercisability of Options following death or termination of service, as
described in Section 8(d), the Board may, in its sole discretion, with the
consent of the Optionee or the Optionee's estate (in the case of the death of
Optionee), extend the period of time during which the Option shall remain
exercisable, provided that in no event shall such extension go beyond the Option
Termination Date. In the case of Incentive Stock Options, extensions under this
Section 8(e) may result in loss of the favorable treatment accorded to incentive
stock options under the Code.

         9.       Restrictions on Grants of Options and Issuance of Shares.

                  (a)      Regulatory Approvals. No Shares shall be issued or
delivered upon exercise of an Option unless and until there shall have been
compliance with all applicable requirements of the Securities Act of 1933, as
amended, (the "1933 Act"), and any other requirement of law or of any regulatory
body having jurisdiction over such issuance and delivery. The inability of the
Company to obtain any required permits, authorizations, or approvals necessary
for the lawful issuance and sale of any Shares hereunder on terms deemed
reasonable by the Board shall relieve the Company, the Board, and any Committee
of any liability in respect of the non-issuance or sale of such Shares as to
which such requisite permits, authorizations, or approvals shall not have been
obtained.

                  (b)      Representations and Warranties. As a condition to the
granting or exercise of any Option, the Board may require the person receiving
or exercising such Option to make any representation and/or warranty to the
Company as may be required (or deemed appropriate by the Board, in its
discretion) under any applicable law or regulation, including but not limited to
a representation that the Option and/or Shares are being acquired only for
investment and without any present intention to sell or distribute such Option
and/or Shares, if such a representation is required under the 1933 Act or any
other applicable law, rule, or regulation.

                  (c)      Shareholder Approval. The exercise of Options under
the Plan also is conditioned on approval of the Plan by the vote or written
consent of the holders of a majority of the outstanding shares of the Company's
Common Stock, and no Option shall be exercisable hereunder unless and until the
Plan has been so approved.

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         10.      Option Adjustments.

                  (a)      Change in Capitalization. If the outstanding shares
of Common Stock of the Company are increased, decreased, changed into or
exchanged for a different number or kind of shares of the Company through
reorganization, recapitalization, reclassification, stock dividend, stock split
or reverse stock split, upon authorization by the Board an appropriate and
proportionate adjustment shall be made in the number or kind of shares, and the
per-share option price thereof, which may be issued in the aggregate and to any
individual Optionees under the Plan upon exercise of Options granted under the
Plan; provided, however, that no such adjustment need be made if, upon the
advice of counsel, the Board determines that such adjustment may result in the
receipt of federally taxable income to holders of Options granted under the Plan
or the holders of Common Stock or other classes of the Company's securities.

                  (b)      Corporate Reorganizations. Upon the occurrence of a
Terminating Transaction, as of the effective date of such Terminating
Transaction, the Plan and any then outstanding Options (whether or not vested)
shall terminate unless (i) provision be made in writing in connection with such
transaction for the continuance of the Plan and for the assumption of such
Options, or for the substitution for such Options of new options covering the
securities of a successor corporation or an affiliate thereof, with appropriate
adjustments as to the number and kind of securities and exercise prices, in
which event the Plan and such outstanding Options shall continue or be replaced,
as the case may be, in the manner and under the terms so provided; or (ii) the
Board otherwise shall provide in writing for such adjustments as it deems
appropriate in the terms and conditions of the then-outstanding Options (whether
or not vested), including without limitation (A) accelerating the vesting of
outstanding Options, and/or (B) providing for the cancellation of Options and
their automatic conversion into the right to receive the securities or other
properties which a holder of the Shares underlying such Options would have been
entitled to receive upon such Terminating Transaction had such Shares been
issued and outstanding (net of the appropriate option exercise prices). If,
pursuant to the foregoing provisions of this paragraph (b), the Plan and the
Options shall terminate by reason of the occurrence of a Terminating Transaction
without provision for any of the action(s) described in clause (i) or (ii)
hereof, then any Optionee holding outstanding Options shall have the right, at
such time immediately prior to the consummation of the Terminating Transaction
as the Board shall designate, to exercise his or her Options to the full extent
not theretofore exercised, including any portion which has not yet become
exercisable.

         11.      Option Agreement. The terms and conditions of Options granted
under the Plan shall be evidenced by a written option agreement executed by the
Company and the person to whom the Option is granted. Each option agreement
shall incorporate the Plan by reference and shall include such provisions as are
determined to be necessary or appropriate by the Board.

         12.      Restricted Stock. As a condition to the granting of any Option
hereunder and the subsequent exercise of any such Option, the Board may include
in the option agreement for that

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Option provisions limiting the sale or other transfer of ownership of Shares
acquired by the Optionee under that Option.

         13.      Limitations on Incentive Stock Options. In the event that the
aggregate fair market value of Shares (determined as of the date of grant of the
Option covering such Shares) with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any calendar year under
this Plan and any other plan of the Company exceeds $100,000, Options with
respect to and to the extent of such excess shall be treated as Nonstatutory
Stock Options. This Section 13 shall be applied by taking Options which are
intended to be Incentive Stock Options into account in the order in which they
were granted.

         14.      Amendment or Termination of the Plans.

                  (a)      Board Authority. The Board may amend, suspend, alter,
or terminate the Plan at any time. To the extent necessary or desirable to
comply with Rule 16b-3 of the Exchange Act, the Code or any other applicable law
or regulation, the Company shall obtain shareholder approval of any amendment to
the Plan only in such a manner and to such a degree as required under applicable
law.

                  (b)      Limitation on Board Authority. Furthermore, the Plan
may not, without the approval of the shareholders, be amended in any manner that
would cause Incentive Stock Options issued hereunder to fail to qualify as
Incentive Stock Options as defined in Section 422(b) of the Code.
Notwithstanding the foregoing, no amendment, suspension or termination of the
Plan shall adversely affect Options granted on or prior to the date thereof, as
evidenced by the execution of an option agreement by both the Company and the
Optionee, without the consent of such Optionee.

                  (c)      Contingent Grants Based on Amendments. Options may be
granted in reliance on and consistent with any amendment adopted by the Board
and which is necessary to enable such Options to be granted under the Plan, even
though such amendment requires future shareholder approval; provided, however,
that any such contingent Option by its terms may not be exercised prior to
shareholder approval of such amendment, and provided further, that in the event
shareholder approval is not obtained within twelve months of the date of grant
of such contingent Option, then such contingent Option shall be deemed cancelled
and no longer outstanding.

         15.      Options Not Transferable. Options granted under this Plan may
not be sold, pledged, hypothecated, assigned, encumbered, gifted or otherwise
transferred or alienated in any manner, either voluntarily or involuntarily by
operation of law, other than by will or the laws of descent or distribution, and
may be exercised during the lifetime of an Optionee only by such Optionee.

         16.      No Rights in Shares Before Issuance and Delivery. Neither the
Optionee, his or her estate nor his or her transferees by will or the laws of
descent and distribution shall be, or have any rights or privileges of, a
shareholder of the Company with respect to any Shares issuable upon exercise of
the Option unless and until certificates representing such Shares shall have
been issued

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and delivered notwithstanding exercise of the Option. No adjustment will be made
for a dividend or other rights where the record date is prior to the date such
stock certificates are issued, except as provided in Section 10.

         17.      Taxes. The Board shall make such provisions and take such
steps as it deems necessary or appropriate for the withholding of any federal,
state, local and other tax required by law to be withheld with respect to the
grant or exercise of an Option under the Plan, including, without limitation,
the deduction of the amount of any such withholding tax from any compensation or
other amounts payable to an Optionee by the Company, or requiring an Optionee
(or the Optionee's beneficiary or legal representative) as a condition of
granting or exercising an Option to pay to the Company any amount required to be
withheld, or to execute such other documents as the Board deems necessary or
desirable in connection with the satisfaction of any applicable withholding
obligation. In the discretion of the Board, upon exercise of a Nonstatutory
Stock Option, the Optionee may request the Company to withhold from the Shares
to be issued upon such exercise that number of Shares (based on the fair market
value of the Shares as of the day immediately preceding the day notice of
exercise is received by the Company) that would satisfy any tax withholding
requirement.

         18.      Legends on Options and Stock Certificates. Each option
agreement and each certificate representing Shares acquired upon exercise of an
Option shall be endorsed with all legends, if any, required by applicable
federal and state securities laws to be placed on the option agreement and/or
the certificate. The determination of which legends, if any, shall be placed
upon option agreements and/or the certificates representing Shares shall be made
by the Board in its sole discretion and such decision shall be final and
binding.

         19.      Availability of Plan. A copy of this Plan shall be delivered
to the Secretary of the Company and shall be shown by the Secretary to any
eligible person making reasonable inquiry concerning the Plan.

         20.      Applicable Law. This Plan shall be governed by and construed
in accordance with the laws of the State of California.

Date Plan approved by Board:  May 9, 1996

Date Plan approved by Shareholders:  November 13, 1996

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                               FIRST AMENDMENT TO
                             1996 STOCK OPTION PLAN
                                       OF
                          CENTERGISTIC SOLUTIONS, INC.

         The 1996 Stock Option Plan (the "1996 Plan") of Centergistic Solutions,
Inc. (the "Company") is hereby amended as follows:

               1. The first sentence of Section 5 is hereby amended to read as
                  follows:

                  The maximum aggregate number of Shares which may be optioned
                  and sold under the Plan is three hundred fifty thousand
                  (350,000) Shares of authorized but unissued Common Stock of
                  the Company.

         This First Amendment to the Company's 1996 plan has been duly adopted
and approved by the Board of Directors and shareholders of the Company and is
effective as of November 17, 2003.

                                              CENTERGISTIC SOLUTIONS, INC.

                                              By:_______________________________
                                                      Ricardo G. Brutocao