EXHIBIT 10.2
                        KOALA INTERNATIONAL WIRELESS INC.

                             2001 STOCK OPTION PLAN


     1.     PURPOSE.  The  purpose  of  this  Plan  is  to  provide  additional
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incentives  to  key  employees,  officers,  directors  and consultants of Koala
International  Wireless  Inc. (formerly Kettle River Group Inc.), and any of its
Subsidiaries,  there-by  helping  to  attract  and  retain  the  best available
personnel for positions of responsibility with those corporations and otherwise
promoting  the  success  of the business activities of such corporations.  It is
intended  that  Options  issued  under  this  Plan constitute nonqualified stock
options,  unless  otherwise  specified.

     2.     DEFINITIONS.  As  used  herein,  the  following  definitions  apply:
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          (a)     "1934  Act"  means  the  Securities  Exchange  Act of 1934, as
amended.

          (b)     "Board"  means  the  Board  of  Directors  of  the  Employer.

          (c)     "Code"  means  the Internal Revenue Code of 1986, as amended.

          (d)     "Common  Stock"  means  the  Employer's  common  stock.

          (e)     "Committee"  means the Board or the Committee appointed by the
Board  in  accordance  with  Section  4(a).

          (f)     "Continuous  Status  as  an Employee" means the absence of any
interruption  or termination of service as an Employee; Continuous Status as an
Employee  will not be considered interrupted in the case of sick leave, military
leave,  or  any  other  approved  leave  of  absence.

          (g)     "Consultant"  means  any  person  who  is  not  an employee or
officer of Employer who serves as a consultant or advisor of the Employer or any
Subsidiary  of  the  Employer  that  is  hereafter  organized or acquired by the
Employer

          (h)     "Employee"  means  any  person  employed  by  or serving as an
employee,  officer or director of the Employer or any Subsidiary of the Employer
that  is  hereafter  organized  or  acquired  by  the  Employer.

          (i)     "Employer"  means  Koala International Wireless Inc., a Nevada
corporation.

          (j)     "Nonemployee Director" has the meaning set forth in Rule 16b-3
under  the  1934  Act.

          (k)     "Option"  means  a  stock  option  granted  under  the  Plan.

          (l)     "Optioned Stock" means the Common Stock subject to an Option.

          (m)     "Optionee"  means  any  person  who  receives  an  Option.

          (n)     "Plan"  means  this  2001  Stock  Option  Plan.



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          (o)     "Subsidiary"  means any bank or other corporation of which not
less than fifty percent (50%) of the voting shares are held by the Employer or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or  acquired  by  the  Employer  or  a  Subsidiary.

     3.     STOCK  SUBJECT  TO  OPTIONS.
            ---------------------------

          (a)     Number  of Shares Reserved.  The maximum number of shares that
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may  be  optioned  and  sold under the Plan is two million (2,000,000) shares of
Common Stock of the Employer, subject to adjustment as provided in Section 6(j).
During  the  term  of this Plan, the Employer will at all times reserve and keep
available  a  sufficient  number  of  shares of its Common Stock to satisfy the
requirements  of  the  Plan.

          (b)     Expired Options.  If any outstanding Option expires or becomes
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unexercisable  for  any reason without having been exercised in full, the shares
of  Common Stock allocable to the unexercised portion of such Option will again
become  available  for  other  Option  grants.

     4.     ADMINISTRATION  OF  THE  PLAN.
            -----------------------------

     (a)  The  Committee. The Plan is administered by the Board directly, acting
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as  a  Committee  of  the whole, or if the Board elects, by a separate Committee
appointed  by  the  Board  for that purpose and consisting of at least two Board
members,  all  of who must be Non-employee Directors. All references in the Plan
to  the "Committee" are to such separate Committee, if any is established, or if
none  is  then  in  existence, then to the Board as a whole. Once appointed, any
such  Committee  must  continue  to serve until otherwise directed by the Board.
From  time  to time the Board may increase the size of the Committee and appoint
additional  members thereto, remove members (with or without cause), appoint new
members  in  substitution therefore, and fill vacancies (however caused). At all
times,  the  Board  has  the  power  to  remove all members of the Committee and
thereafter  to  directly  administer  the  Plan  as  a  Committee  of the whole.

     (b)  Meetings;  Reports.  The  Committee  shall  select  one  of  its
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members as chair-man, and hold meetings at such times and places as the chairman
or  a majority of the Committee may determine. All actions of the Committee must
be  either  by  (i)  a  majority  vote of the members of the full Committee at a
meeting of the Committee, or (ii) by unanimous written consent of all members of
the  full  Committee  without  a  meeting. At least annually, the Committee must
present  a  written  report  to the Board indicating the persons to whom Options
have  been  granted since the date of the last such report, and in each case the
date  or dates of Options granted, the number of shares optioned, and the Option
price  per  share.

     (c) Powers of the Committee. Subject to all provisions and
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limitations  of  the  Plan,  the Committee has the authority and discretion to:

               (1) Determine the persons to whom Options are to be granted, the
          times of grant, and the number of shares to be represented by each
          Option;

               (2)     Interpret  the  Plan;

               (3) Authorize any person or persons to execute and deliver Option
          agreements or to take any other actions deemed by the Committee to be
          necessary or appropriate to effectuate the grant of Options by the
          Committee; and


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               (4) Make all other determinations and take all other actions that
          the Committee deems necessary or appropriate to administer the Plan in
          accordance with its terms and conditions.

          (d)     Final  Authority;  Limitation  of  Liability.  The Committee's
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decisions,  determinations  and  interpretations  are  final and binding on all
persons,  including all Optionees and any other holders or persons interested in
any  Options, unless otherwise expressly determined by a vote of the majority of
the entire Board.  No member of the Committee or of the Board may be held liable
for  any  action or determination made in good faith with respect to the Plan or
any  Option.

          (e)     Approval  of  Grants  to  Committee  Composed  of Non-Employee
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Directors.  Any  grant  of  Options  to  a  member  of  a  Committee composed of
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Non-Employee Directors shall be approved of by the full Board of Directors.  The
full Board of Directors shall then be construed as the Committee for purposes of
administering  the  Plan  with  respect  to  such  Options.

     5.     ELIGIBILITY;  LIMITATION  OF  RIGHTS. The grant of Options under the
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Plan  is entirely discretionary with the Committee, and the adoption of the Plan
does  not  confer  upon  any  person  any right to receive any Option or Options
unless  and until granted by the Committee, in its sole discretion.  Neither the
adoption of the Plan nor the grant of any Options to any person or Optionee will
confer  any  right  to continued employment, nor shall the same interfere in any
way  with  that  person's  right  or that of the Employer (or any Subsidiary) to
terminate  the  person's  employment  at  any  time.

     6.     OPTION  TERMS; CONDITIONS.  All Option grants under the Plan must be
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(i)  approved by the Committee; and (ii) documented in written Option agreements
in such form as the Committee approves from time to time.  All Option agreements
must  comply  with,  and  are  subject  to  the  following terms and conditions:

          (a)     Number  of  Shares.  Each  Option  agreement  must  state the
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number  of  shares subject to Option.  Any number of Options may be granted to a
single  eligible  person  at  any  time  and  from  time  to  time.

          (b)     Option  Exercise  Price.  The  Option  exercise  price for the
                  -----------------------
shares  of  Common Stock to be issued under the Option will be determined by the
Committee  at  the  time  of  grant.

          (c)     Consideration;  Manner  of  Exercise.  The  Option  price  is
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payable  either  (i)  in  U.S.  dollars  upon exercise of the Option, or (ii) if
approved  by  the  Board,  in other consideration including, without limitation,
Common  Stock of the Employer, services, or other property.  An Option is deemed
to  be  exercised when written notice of exercise has been given to the Employer
in  accordance  with the terms of the Option by the person entitled to exercise
the Option, together with full payment for the shares of Common Stock subject to
said  notice.

          (d)     Term  of Option.  Under no circumstances may an Option granted
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under  the  Plan  be exercisable after the expiration of ten (10) years from the
date  such Option is granted.  The term of each Option must be determined by the
Committee  in  its  discretion.

          (e)     Date  of Grant; Holdings Period.  The grant date of an Option,
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for  all  purposes,  is  the  date the Committee, or an authorized agent of the
Committee,  makes  the  determination  granting  the Option, as set forth in the
Option  agreement.  Shares  of  Common  Stock  obtained upon the exercise of any
Option may not be sold by any Optionee that is subject to Section 16 of the 1934
Act  until  six  (6)  months  have  elapsed since the date of the Option grant.


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          (f)     Death  of  Optionee.  In the event of the death of an Optionee
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who  at  the  time of his or her death was an Employee or Consultant and who had
been  in  Continuous  Status  as  an  Employee  since  the  date of grant of the
Option, any vested Option terminates  on  the  earlier  of  (i)  six  (6) months
after  the  date of death of the Optionee, or (ii) the expiration date otherwise
provided  in the Option agreement.  Under these circumstances, the vested Option
will  be  exercisable  at  any  time prior to such termination by the Optionee's
estate, or by such person or persons who have acquired the right to exercise the
Option  by bequest or by inheritance or by reason of the death of the  Optionee.
Any  nonvested  Option  terminates  immediately upon the death of the Optionee.

          (g)     Disability  of  Optionee.  If  an  Optionee's  status  as  an
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Employee  or  Consultant  is  terminated at any time during the Option period by
reason  of a disability (within the meaning of Section 22(e)(3) of the Code) and
if  the Optionee had been in Continuous Status as an Employee at all times since
the  date of grant of the Option, any vested Option terminates on the earlier of
(i) six (6)  months  after  the  date  of termination of his or her status as an
Employee  or  Consultant,  or  (ii)the expiration date otherwise provided in the
Option  agreement.  Any nonvested Option terminates immediately upon termination
of  the  Optionee's  status  as  an  Employee  or  Consultant.

          (h)     Termination  of  Status  as  an  Employee.  Unless  otherwise
                  -----------------------------------------
determined  by  the Committee or otherwise stated in an instrument evidencing an
Option,  if  an  Optionee's status as an Employee or Consultant is terminated at
any  time  after  the  grant  of  an  Option  for any reason other than death or
disability,  as  provided  in  Sections  6(f)  and  6(g), and not for "cause" as
provided below, then any vested Option terminates on the earlier of (i)three (3)
months  after  the  date  of  termination of his or her status as an Employee or
Consultant,  or  (ii)the  expiration  date  otherwise  provided  in  the  Option
agreement.  Any nonvested Options are terminated immediately upon termination of
the  Optionee's status as an Employee or Consultant. If the Optionee's status as
an  Employee  is terminated for "cause" (such termination being referred to as a
"Termination for Cause") at any time by the Company after the grant of an Option
by  the  Company,  then  the Option terminates on the date of termination of the
Optionee's  status as an Employee. For purposes of this Section 5.3, Termination
for  Cause  shall  mean  a  termination  due to objective evidence of any of the
following: (i) conviction of a felony; (ii) illegal conduct that is injurious to
the  Company;  (iii)  wilful  or  gross  misconduct in carrying out duties; (iv)
material  dishonesty  related  to  employment;  or  (v)  fraud.

          (i)     Nontransferability  of  Options.  Except  as  permitted by the
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Committee  and  reflected  in  the Option agreement, no Option granted under the
Plan  may  be sold, pledged, assigned, hypothecated, transferred, or disposed of
in  any  manner other than by will or by the laws of descent or distribution and
may  be  exercised,  during the lifetime of the Optionee, only by the Optionee.

          (j)     Adjustments  Upon  Changes  in Capitalization.  Subject to any
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required  action  by  the shareholders of the Employer, the number of shares of
Common  Stock covered by each outstanding Option, the number of shares of Common
Stock  available  for  grant  of  additional Options, and the price per share of
Common  Stock  specified  in  each  outstanding  Option, must be proportionately
adjusted  for any increase or decrease in the number of issued shares of Common
Stock  resulting  from any stock split or other subdivision or consolidation of
shares,  the payment of any stock dividend (but only on the Common Stock) or any
other increase or decrease in the number of such shares of Common Stock effected
without  receipt  of  consideration  by  the  Employer;  provided, however, that
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conversion  of  any convertible securities of the Employer will not be deemed to
have  been  "effected  without  receipt  of  consideration."

     Any  adjustments  as  a result of a change in the Employer's capitalization
will  be  made  by  the Committee, whose determination in that respect is final,
binding  and conclusive.  Except as otherwise expressly provided in this Section
6(j),  no  Optionee  shall  have  any rights by reason of any stock split or the
payment of any stock dividend or any other increase or decrease in the number of
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shares  of Common Stock.  Except as otherwise expressly provided in this Section
6(j),  any  issue by the Employer of shares of stock of any class, or securities
convertible  into  shares  of stock of any class, shall not affect the number of
shares  or  price  of Common Stock subject to any Options, and no adjustments in
Options  shall be made by reason thereof.  The grant of an Option under the Plan
does  not  in  any  way  affect  the  right  or  power  of  the Employer to make
adjustments,  reclassifications,  reorganizations  or  changes of its capital or
business  structure.

          (k)     Conditions  Upon  Issuance  of Shares.  Shares of Common Stock
                  -------------------------------------
may  not  be  issued with respect to an Option granted under the Plan unless the
exercise  of  the  Option  and the issuance and delivery of such shares pursuant
thereto  complies  with  all applicable provisions of law, including, applicable
federal  and  state  securities  laws.

          As  a condition to the exercise of an Option, the Employer may require
the  person  exercising  such  Option  to  represent  and warrant at the time of
exercise  that  the  shares  of  Common  Stock  are  being  purchased  only for
investment  and  without any present intention to sell or distribute such Common
Stock  if,  in the opinion of counsel for the Employer, such a representation is
required  by  any  relevant  provisions  of  law.

          (l)     Liquidation  or  Dissolution.  In  the  event of a liquidation
                  ---------------------------
or  dissolution,  any  unexercised options will terminate. The Committee may, in
its discretion, provide that each Optionee will fully vest in and have the right
to  exercise  the Optionee's Option as to all of the optioned stock prior to the
consummation  of  the  liquidation  or  dissolution.

          (m)     Change  of  Control, Merger, Sale of Assets, Etc. In the event
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of the sale or other transfer of the outstanding shares of stock of the Employer
in  one  transaction  or  a  series  of  related  transactions  or  a  merger or
reorganization  of  the  Employer  with  or  into  any  other corporation, where
immediately  following  the  transaction, those persons who were shareholders of
the  Employer  immediately  before  the transaction control less than 50% of the
voting  power  of the surviving organization (a "change of control event") or in
the event of a proposed sale of substantially all of the assets of the Employer
(collectively,  "sale  transaction"),  all  outstanding  Options that would have
become  vested within 1 year after the closing date of the sale transaction will
accelerate  and  become  fully vested on the closing of the transaction.  In the
event  of  a change of control event, any other outstanding Options that are not
accelerated  would  be  assumed by the successor company or an equivalent option
would  be substituted by the successor company.  If any of these Options are not
assumed  or  substituted,  they  would  terminate.

          (n)     Substitute  Stock Options.  In connection with the acquisition
                  -------------------------
or  proposed  acquisition  by the Employer or any Subsidiary, whether by merger,
acquisition  of  stock  or  assets,  or  other  reorganization transaction, of a
business  any  employees  of  which  have been granted options, the Committee is
authorized  to  issue,  in substitution of any such unexercised stock options, a
new Option under this Plan or any successor plan (whether created by the Company
or its acquirer) which confers upon the Optionee substantially the same benefits
as  the  old  option.

          (o)     Tax  Compliance.  The  Employer,  in  its sole discretion, may
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take  any  actions that it reasonably believes to be required in order to comply
with  any  local,  state,  or  federal  tax  laws  relating  to the reporting or
withholdings of taxes attributable to the grant or exercise of any Option or the
disposition  of  any  shares  of Common Stock issued upon exercise of an Option,
including,  but not limited to: (i) withholdings from any Optionee exercising an
Option  a  number  of shares of Common Stock having a fair market value equal to
the  amount  required  to be withheld by Employer under applicable tax laws, and
(ii)  withholdings from any form of compensation or other amount due an Optionee
or holder of shares of Common Stock issued upon exercise of an Option any amount
required  to  be withheld by Employer under applicable tax laws. Withholdings or
reporting  is  considered  required for purposes of this Section 6(n) if any tax
deduction or other favourable tax treatment available to Employer is conditioned
upon  such  reporting  or  withholdings.
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          (p)     Other  Provisions.  Option  agreements executed under the Plan
                  -----------------
may  contain  such  other  provisions as the Committee deems advisable, provided
that  they  are  not in-consistent with any of the other terms and conditions of
the  Plan  or  applicable  laws.

     7.     TERM  OF THE PLAN.  The Plan is effective on the date of adoption of
            -----------------
the  Plan  by the Board.  Unless sooner terminated as provided in Section 8, the
Plan  will  terminate  on  the  tenth  (10th) anniversary of its effective date.
Options  may  be  granted  at any time after the effective date and prior to the
date  of  termination  of  the  Plan.

     8.     AMENDMENT;  EARLY TERMINATION.  The Board may terminate or amend the
            -----------------------------
Plan  at  any  time  and  in  such  respects  as it deems advisable, although no
amendment  or  termination  would  affect  any previously-granted Options, which
would  remain  in  full  force  and  effect  notwithstanding  any  amendment  or
termination  of  the  Plan.  Shareholder  approval of any amendments to the Plan
must  be  obtained  whenever  required  by  applicable  law(s)  or  stock market
regulations.

     9.     INABILITY  TO  OBTAIN  AUTHORITY.  The  inability of the Employer to
            --------------------------------
obtain  authority  to  issue  and sell shares under the Plan from any regulatory
body  having  jurisdiction,  which  authority  is  considered  by the Employer's
counsel  to be necessary to the lawful issuance and sale of the shares under the
Plan,  will  relieve  the Employer of any liability in respect of the failure to
issue  or  sell  those  shares.

     10.     SHAREHOLDER  APPROVAL.  Approval of the Plan by the shareholders of
             ---------------------
the Employer will be sought only if and when required by applicable law or stock
market  regulations.

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                             CERTIFICATE OF ADOPTION

     I  certify that the foregoing plan was adopted by the Board on the 31st day
of  October,  2001.

                              KOALA  INTERNATIONAL  WIRELESS  INC.


                                 /s/  Robert  Vivacqua
                              ------------------------------------
                              Robert  Vivacqua
                              Secretary

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