Exhibit 10.1  -  2001 STOCK OPTION PLAN

                             APD ANTIQUITIES, INC.
                            2001 STOCK OPTION PLAN
            (ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 15, 2001)

1.    PURPOSE.

This 2001 Stock Option Plan is intended to encourage stock ownership in APD
Antiquities Inc. by the officers, directors, employees, consultants, and
advisors of the Company or its affiliates in order to promote their interest in
the success of the Company and to encourage their continued affiliation.  All
options granted under this 2001 Stock Option Plan are intended to be either (a)
Incentive Stock Options or (b) Non-Statutory Stock Options.

2.    DEFINITIONS.

As used herein the following definitions shall apply:

"Act" shall mean the Securities Exchange Act of 1934, as amended from time to
time.

"Advisor" shall mean an individual who provides bona fide services to the
Company or Affiliate pursuant to a written contract.

"Affiliate" shall mean any corporation defined as a "parent corporation" or a
"subsidiary corporation" by Code Section 424(e) and (f), respectively.

"Agreement" shall mean either a 2001 Incentive Stock Option Agreement or a 2001
Non-Statutory Stock Option Agreement, embodying the terms of the agreement
between the Company and the Optionee with respect to Optionee's Option.

"Board" shall mean the Board of Directors of the Company.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

"Company" shall mean APD Antiquities Inc., a Nevada corporation.

"Consultant" shall mean any person who is placed on the Company's Consultants
List by the Board and who agrees in writing to be included thereon.

"Disability" or "Disabled" shall mean the condition of being "disabled" within
the meaning of Section 422(c)(6) of the Code or any successor provision.

"Disinterested Person" means a Non-Employee Director as defined in Rule 16b-3
of the Exchange Act of 1934, as amended.


"Employee" shall mean any salaried employee of the Company or its Affiliates,
including those employees who are officers of the Company or its Affiliates.

"Fair Market Value" of Stock on a given date shall mean an amount per share as
determined by the Board or its delegates by applying any reasonable valuation
method determined without regard to any restriction other than a restriction
which, by its terms, will never lapse.  Notwithstanding the preceding, if the
Stock is traded upon an established stock exchange, then the "Fair Market
Value" of Stock on a given date per share shall be deemed to be the average of
the highest and lowest selling price per share of the Stock on the principal
stock exchange on which the Stock is then trading or, if there was no trading
of the Stock on that day, on the next preceding day on which there was such
trading; if the Stock is not traded upon an established stock exchange but is
quoted on a quotation system, the "Fair Market Value" of Stock on a given date
shall be deemed to be the mean between the closing representative "bid" and
"ask" prices per share of the Stock on such date as reported by such quotation
system or, if there was no trading of the Stock on that day, on the next
preceding day on which there was such trading.

"Incentive Stock Option" shall mean an option granted pursuant to the Plan
which is designated by the Board or its delegates as an "Incentive Stock
Option" and which qualifies as an incentive stock option under Section 422 of
the Code or any successor provision.

"Non-Statutory Stock Option" shall mean a stock option granted pursuant to the
Plan which is not an Incentive Stock Option.

"Option" shall refer to either or both an Incentive Stock Option or Non-
Statutory Stock Option, as the context shall indicate.

"Optionee" shall mean the recipient of an Incentive Stock Option or a Non-
Statutory Stock Option.

"Option Price" shall mean the price per share of Stock to be paid by the
Optionee upon exercise of the Option.

"Option Stock" shall mean the total number of shares of Stock the Optionee
shall be entitled to purchase pursuant to the Agreement.

"Plan" shall mean this APD Antiquities 2001 Stock Option Plan, as amended from
time to time.

"Reporting Person" shall mean an Optionee who is required to file statements
relating to his or her beneficial ownership of Stock with the SEC pursuant to
Section 16(a) of the Act.

"Rule 16b-3" shall mean Rule 16b-3 (as amended from time to time), promulgated
by the SEC under the Act, and any successor thereto.

"SEC" shall mean the Securities and Exchange Commission.

"Stock" shall mean the $0.001 par value Common Stock of the Company.

3.    ADMINISTRATION.

The Plan shall be administered by the Board; provided, however, that the Board
may delegate all or any part of its authority to administer the Plan in its
entirety or, with respect to any group or groups of persons eligible to receive
Options hereunder, to such committee as the Board shall in its sole discretion
determine.  Such committee shall be composed of not fewer than two members (the
"Committee"), all of the members of which Committee shall be Disinterested
Persons, if required.  Any Disinterested Person shall comply with the
requirements of Rule 16b-3.  The Board or its Committee may adopt, amend and
rescind such rules and regulations for carrying out the Plan and implementing
agreements and take such actions as it deems proper.  The interpretation,
construction and application by the Board or its Committee of any of the
provisions of the Plan or any Option granted thereunder shall be final and
binding on the Company, all Optionees, their legal representatives, and any
person who may acquire an Option directly from an Optionee by permitted
transfer, bequest or inheritance.  Reference to administrative acts by the
Board in the Plan shall also refer to acts by its Committee, unless the context
otherwise indicates.  Whether or not the Board has delegated administrative
authority, the Board has the final power to determine all questions of policy
or expediency that may arise in administration of the Plan.



4.    ELIGIBILITY.

Only Employees are eligible to receive Incentive Stock Options under the Plan.
Employees, Officers, Directors, Consultants and Advisors of the Company or its
Affiliates are eligible to receive Non-Statutory Stock Options under the Plan.

No person shall be eligible to receive an Option for a larger number of shares
than is recommended for him or her by the Board.  Any Optionee may hold more
than one Option (whether Incentive Stock Options, Non-Statutory Stock Options,
or both, but only on the terms and conditions and subject to the restrictions
set forth herein.

Incentive Stock Options granted to an Employee who owns stock at the time the
Incentive Stock Option is granted, representing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company and its
Affiliates, shall be granted at an Option Price at least one hundred ten
percent (110%) of the Fair Market Value of the Stock at the time the Incentive
Stock Option is granted.  In determining ownership of Stock by an Employee, the
attribution standards set forth in Code Section 424(d) shall be applicable.

5.    STOCK SUBJECT TO THE PLAN.

Options granted under the Plan shall be for shares of the Company's authorized
but unissued or re-acquired Stock.  The aggregate number of shares of Stock
which may be subject to Options pursuant to the Plan shall not exceed one
million (1,000,000) shares, unless adjusted by the Board pursuant to Paragraph
6(l).  Stock issued under other stock option plans of the Company shall not be
counted against the maximum number of shares that can be issued under the Plan.

In the event that any outstanding Option expires or is terminated for any
reason, the shares of Stock allocable to the unexercised portion of such Option
may again be subject to an Option under the Plan.

If an Optionee pays all or part of any Option Price with shares of Stock, the
number of shares deemed to be issued to the Optionee (and counted against the
maximum number of shares that can be issued under the Plan) shall be the number
of shares transferred to the Optionee by the Company, less the number of shares
transferred by the Optionee to the Company as payment.  Stock issued on the
exercise of an Option which is forfeited in accordance with the conditions
contained in the grant by the Optionee after issuance shall be deemed to have
never been issued under the Plan and, accordingly, shall not be counted against
the maximum number of shares that can be issued under the Plan.
Notwithstanding the terms of the previous two sentences, the maximum number of
shares for which Incentive Stock Options may be issued under the Plan shall be
one million (1,000,000) shares, subject to adjustment by the Board as provided
under Paragraph 6(l), regardless of the fact that under the terms of the
preceding sentences, a lesser number of shares is deemed to be issued pursuant
to the exercise of Incentive Stock Options.


6.    TERMS AND CONDITIONS OF OPTIONS.

The Board or its delegates shall authorize the granting of all Options under
the Plan with such Options to be evidenced by Incentive Stock Option Agreements
or Non-Statutory Stock Option Agreements, as the case may be.  Each Agreement
shall be in such form as the Board may approve from time to time.  Each
Agreement shall comply with and be subject to the following terms and
conditions:

      (A)   TYPE OF OPTION; NUMBER OF SHARES.  Each particular Option Agreement
      shall state the type of Options to be granted (whether Incentive Stock
      Options or Non-Statutory Stock Options) and the number of shares to which
      the Option pertains.  Under no circumstances shall the aggregate Fair
      Market Value of the Stock (determined as of the time the Option is
      granted) with respect to which Incentive Stock Options are exercisable
      for the first time by any Employee during any calendar year (under all
      incentive stock option plans of the Company and its Affiliates) exceed
      $100,000.

      (B)   OPTION PRICE.  Each particular Option Agreement shall state the
      Option Price.  The Option Price for an Incentive Stock Option shall not
      be less than one hundred percent (100%) of the Fair Market Value per
      share of Stock on the date the Incentive Stock Option is granted.  The
      Option Price for a Non-Statutory Stock Option shall be the price per
      share of Stock set by the Board or its delegates.


      (C)   CERTIFICATE LEGENDS.  Certificates for shares of Stock issued and
      delivered to Reporting Persons may be legended, as the Board deems
      appropriate, if required by the provisions of any applicable rule or
      regulation.

      (D)   MEDIUM AND TIME OF PAYMENT.  The aggregate Option Price shall be
      payable upon the exercise of the Option and shall be paid in any
      combination of:

            (i)   United States cash currency;

            (ii)  a cashier's or certified check to the order of the Company;

            (iii) a personal check acceptable to the Company;

            (iv)  to the extent permitted by the Board, shares of Stock of the
            Company (including previously owned Stock or Stock issuable in
            connection with the Option exercise), properly endorsed to the
            Company, whose Fair Market Value on the date of exercise equals the
            aggregate Option Price of the Option being exercised; or

      (v)   to the extent permitted by the Board, the Optionee's entering into
            an agreement with the Company, whereby a portion of the Optionee's
            Options are terminated and where the "built-in gain" on any Options
            which are terminated as part of such agreement equals the aggregate
            Option Price of the Option being exercised.  The Company may
            establish, from time to time, procedures for a "cashless exercise"
            of options. "Built-in gain" means the excess of the aggregate Fair
            Market Value of any Stock otherwise issuable on exercise of a
            terminated Option, over the aggregate Option Price otherwise due
            the Company on such exercise.


      The Board may permit deemed or constructive transfer of shares in lieu of
      actual transfer and physical delivery of certificates.  Except to the
      extent prohibited by applicable law, the Board may take any necessary or
      appropriate steps in order to facilitate the payment of any such Option
      Price.  Without limiting the foregoing, the Board may cause the Company
      to loan the Option Price to the Optionee or to guarantee that any Stock
      to be issued will be delivered to a broker or lender in order to allow
      the Optionee to borrow the Option Price.  The Board, in its sole and
      exclusive discretion, may require satisfaction of any rules or conditions
      in connection with payment of the Option Price at any particular time, in
      any particular form, or with the Company's assistance.  If Stock used to
      pay any Option Price is subject to any prior restrictions imposed in
      connection with any plan of the Company (including this Plan), an equal
      number of the shares of Stock acquired on exercise shall be made subject
      to such prior restrictions in addition to any further restrictions
      imposed on such Stock by the terms of the Optionee's Agreement or by the
      Plan.

      (E)   VESTING.  The total number of shares of Stock subject to an Option
      may, but need not, be allotted in periodic installments (which may, but
      need not, be equal).  The Option Agreement may provide that from time to
      time during each of such installment periods, the Option may become
      exercisable ("vest") with respect to some or all of the shares allotted
      to that period, and may be exercised with respect to some or all of the
      shares allotted to such period and/or any prior period as to which the
      Option became vested but was not fully exercised.  During the remainder
      of the term of the Option (if its term extends beyond the end of the
      installment periods), any unexercised Option Stock may be exercised from
      time to time.

      (F)   DURATION OF OPTIONS.  Each particular Option Agreement shall state
      the term of the Option; provided, however, that all Incentive Stock
      Options granted under this Plan shall expire and not be exercisable after
      the expiration of ten (10) years from the date granted; provided,
      further, that any Incentive Stock Option granted to an Employee who owns
      stock at the time the Incentive Stock Option is granted representing more
      than ten percent (10%) of the total combined voting power of all classes
      of stock of the Company and its Affiliates shall expire and not be
      exercisable after the expiration of five (5) years from the date granted.
      Non-Statutory Stock Options shall expire and not be exercisable after the
      date set by the Board or its delegates in the particular Option
      Agreement, or on any later date subsequently approved by the Board or its
      delegates.

      (G)   EXERCISE OF OPTIONS.

            (i)   Each particular Option Agreement shall state when the
            Optionee's right to purchase Stock pursuant to the terms of an
            Option are exercisable in whole or in part, provided, however, that
            Incentive Stock Options shall not be exercisable by an Employee
            more than 90 days after the date that the employment of such
            Employee is voluntarily or involuntarily terminated, except in the
            case of death or disability of the Employee as provided below.
            Subject to the earlier termination of the right to exercise the
            Options as provided under this Plan, Options shall be exercisable
            in whole or in part as the Board, in its sole and exclusive
            discretion, may provide in the particular Option Agreement, as
            amended.  The Board may at any time increase the percentage of an
            Option that is otherwise exercisable under the terms of a
            particular Option Agreement.  The Board, in its sole and exclusive
            discretion, may permit the issuance of Stock underlying an Option
            prior to the date the Option is otherwise exercisable, provided
            such Stock is subject to repurchase rights which expire pro rata as
            the Option would otherwise have become exercisable.

            (ii)  If the Optionee does not exercise in any one (1) year period
            the full number of shares to which he or she is then entitled to
            exercise, the Optionee may exercise those shares in any subsequent
            year during the term of the Option.

      (H)   TRANSFER OF OPTIONS.  An Option shall not be transferable except by
      will or by the laws of decent and distribution, and shall be exercisable
      during the lifetime of the person to whom the Option is granted only by
      such person, except as specifically provided for by the Board.  An
      attempted non-permitted transfer of an Option shall be void.


      (I)   DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous
      Status as an Employee, Director or Consultant terminates as a result of
      the Optionee's Disability, the Optionee may exercise his or her Option,
      but only within twelve (12) months from the date of such termination (or
      such shorter period specified in the Option Agreement), and only to the
      extent that the Optionee was entitled to exercise it at the date of such
      termination (but in no event later than the expiration of the term of
      such Option as set forth in the Option Agreement).  If, at the date of
      termination, the Optionee is not entitled to exercise his of her entire
      Option, the shares covered by the unexercisable portion of the Option
      shall revert to the Plan.  If, after termination, the Optionee does not
      exercise his or her Option within the time specified herein, the Option
      shall terminate, and the shares covered by such Option shall revert to
      the Plan.

      (J)   DEATH OF OPTIONEE.  In the event of the death of an Optionee, the
      Option may be exercised, at any time within sixteen (16) months following
      the date of death (or such other period specified in the Option Agreement
      but in no event later than the expiration of the term of such Option as
      set forth in the Option Agreement), by the Optionee's estate or by a
      person who acquired the right to exercise the Option by bequest or
      inheritance, but only to the extent the Optionee was entitled to exercise
      the Option at the date of death.  If, at the time of death, the Optionee
      was not entitled to exercise his or her entire Option, the shares covered
      by the unexercisable portion of the Option shall revert to the Plan.  If,
      after death, the Optionee's estate or a person who acquired the right to
      exercise the Option by bequest or inheritance does not exercise the
      Option within the time specified herein, the Option shall terminate, and
      the shares covered by such Option shall revert to the Plan.


      (K)   TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS AN OFFICER, DIRECTOR,
      CONSULTANT OR ADVISOR.  In the event that an Optionee who is an Employee,
      Officer, Director, Consultant or Advisor of the Company or its Affiliates
      shall cease to be employed by or perform services for the Company or its
      Affiliates prior to the Option's expiration date (other than upon the
      Optionee's death or Disability), the exercise of Options held by such
      Optionee shall be subject to such limitations on the periods of time
      during which such Options, except for Incentive Stock Options limitations
      under section 6(g)(i) herein, may be exercised as may be specified in the
      particular Option Agreement, as amended, between the Optionee and the
      Company.  Whether authorized leave of absence or absence for military or
      governmental service shall constitute termination of employment for
      purposes of the Plan shall be determined by the Board in their sole and
      exclusive discretion.  No provision of the Plan shall be construed so as
      to grant any individual the right to remain in the employ or service of
      the Company for any period of specific duration.

      (L)   RECAPITALIZATION.

            (i)   The number of shares issuable under the Plan and the number
            and amount of the Option Stock and the Option Price of outstanding
            Options may be proportionately adjusted by the Board, in its sole
            and exclusive discretion, for any increase or decrease in the
            number of issued shares of Stock resulting from a subdivision or
            consolidation of shares, or for the payment of a stock dividend, or
            any other increase or decrease in the number of such shares
            effected without receipt of consideration by the Company in order
            to preclude the dilution or enlargement of benefits under the Plan.

            (ii)  The Board, in its sole and exclusive discretion, may make
            such equitable adjustments to the Plan and outstanding Options as
            it deems appropriate in order to preclude the dilution or
            enlargement of benefits under the Plan, upon exchange of all of the
            outstanding stock of the Company for a different class or series of
            capital stock or the separation of assets of the Company, including
            a spin-off or other distribution of stock or property by the
            Company.


      (iii) If the Company shall be the surviving corporation in any merger or
            consolidation, each outstanding Option shall pertain to and apply
            to the securities to which a holder of the number of shares of
            Option Stock would have been entitled.  A dissolution or
            liquidation of the Company, a merger (other than a merger the
            principal purpose of which is to change the state of the Company's
            incorporation) or consolidation in which the Company is not the
            surviving corporation, a reverse merger in which the Company is the
            surviving corporation but the Company's Common Stock outstanding
            immediately preceding the merger is converted by virtue of the
            merger into other property, or other capital reorganization in
            which more than fifty percent (50%) of the Company's Common Stock
            is exchanged (unless the dissolution or liquidation plan, merger or
            consolidation agreement or capital reorganization corporate
            documents expressly provide to the contrary) shall cause each
            outstanding Option to terminate, provided, that each Optionee
            shall, immediately prior to such event, have the right to exercise
            his or her Option in whole or in part, unless the Option in
            connection with such event is either to be assumed by the successor
            corporation or parent thereof, or to be replaced with a comparable
            option to purchase shares of the capital stock of the successor
            corporation or parent thereof, or the Option is to be replaced by a
            comparable cash incentive program of the successor corporation
            based on the value of the Option on the date of such event.
            Notwithstanding the preceding, if, within one (1) year from the
            date of such event, an Employee's employment is involuntarily
            terminated, then the Employee's outstanding Options, if any, shall
            become immediately exercisable.

            (iv)  All adjustments required by the preceding paragraphs shall be
            made by the Board, whose determination in that respect shall be
            final, binding and conclusive, provided, that adjustments shall not
            be made in a manner that causes an Incentive Stock Option to fail
            to continue to qualify as an "incentive stock option" within the
            meaning of Code Section 422.


            (v)   Except as expressly provided in this Paragraph 6(l), an
            Optionee shall have no rights by reason of any subdivision or
            consolidation of shares of stock of any class, or the payment of
            any stock dividend, or any other increase in the number of shares
            of stock of any class by reason of any dissolution, liquidation,
            merger, consolidation, reorganization, or separation of assets, and
            any issue by the Company of shares of stock of any class, or
            securities convertible into shares of stock of any class, shall not
            affect, and no adjustment by reason thereof shall be made with
            respect to, the number or amount of the Option Stock or the Option
            Price of outstanding Options.

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


      (M)   RIGHTS AS A SHAREHOLDER.  An Optionee shall not have rights as a
      shareholder with respect to any shares until the date of the issuance of
      a stock certificate to him or her for such shares.  No adjustment shall
      be made for dividends (ordinary or extraordinary, whether in cash,
      securities or other property) or distributions or other rights for which
      the record date is prior to the date of issuance of such stock
      certificate, except as provided in Paragraph 6(l) above.

      (N)   MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.  Subject to the
      terms and conditions of the Plan, the Board may modify (including
      lowering the Option Price or changing Incentive Stock Options into Non-
      Statutory Stock Options), extend or renew outstanding Options granted
      under the Plan, or accept the surrender of outstanding Options under this
      Plan and/or other stock option plans of the Company (to the extent not
      previously exercised) and authorize the granting of new Options in
      substitution therefor.  Notwithstanding the foregoing, no modification of
      an Option shall, without the consent of the Optionee, alter or impair any
      rights or obligations under any Option previously granted under the Plan.

      (O)   SECURITIES COMPLIANCE.  The Company may require any Optionee, or
      any person to whom an Option is transferred under subsection 6(d), as a
      condition of exercising any such Option, (1) to give written assurances
      satisfactory to the Company as to the Optionee's knowledge and experience
      in financial and business matters and/or to employ a purchaser
      representative reasonably satisfactory to the Company who is
      knowledgeable and experienced in financial and business matters, and that
      he or she is capable of evaluating, alone or together with the purchaser
      representative, the merits and risks of exercising the Option; and (2) to
      give written assurances satisfactory to the Company stating that such
      person is acquiring the stock subject to the Option for such person's own
      account and not with any present intention of selling or otherwise
      distributing the stock.  These requirements, and any assurances given
      pursuant to such requirements, shall be inoperative if (i) the issuance
      of the shares upon the exercise of the Option has been registered under a
      then currently effective registration statement under the Securities Act
      of 1933, as amended (the "Securities Act"), or (ii) as to any particular
      requirement, a determination is made by counsel for the Company that such
      requirement need not be met in the circumstances under the then
      applicable securities laws.  Unless an Optionee could otherwise exercise
      a Stock Option or dispose of Stock delivered upon exercise of a Stock
      Option granted under the Plan without incurring liability under Section
      16(b) of the Exchange Act, at least six months shall elapse from the date
      of acquisition of the Stock Option to the date of disposition of its
      underlying Stock.

      (P)   TRANSFER AND EXERCISE OF OPTIONS.  To the extent required by Code
      Section 422, each Incentive Stock Option shall state that it is not
      transferable or assignable by Optionee otherwise than by will or the laws
      of descent and distribution, and that during an Optionee's lifetime, such
      Incentive Stock Option shall be exercisable only by the Optionee.


      (Q)   OTHER PROVISIONS.  Each Option Agreement may contain such other
      provisions, including without limitation, restrictions upon the exercise
      or transferability of the Option, as the Board may deem advisable.  Any
      Incentive Stock Option Agreement shall contain such limitations and
      restrictions upon the exercise of the Incentive Stock Option as shall be
      necessary in order that such Incentive Stock Option shall be an
      "incentive stock option" as defined in Code Section 422, or to conform to
      any change in the law.

      (R)   WITHHOLDING TAXES.  When the Company becomes required to collect
      federal and state income and employment taxes in connection with the
      exercise of an Option ("withholding taxes"), the Optionee shall promptly
      pay to the Company the amount of such taxes in cash, unless the Board
      permits or requires payment in another form.  Subject to such conditions
      as it may require, the Board, in its sole discretion, may allow an
      Optionee to reimburse the Company for payment of withholding taxes with
      shares of Stock.  If an Optionee is a Reporting Person at the time of
      exercise and is given an election to pay any withholding taxes with
      Stock, the Board shall have sole discretion to approve or disapprove such
      election.


7.    TERM OF PLAN.

      The Board may suspend or terminate the Plan at any time.  Unless sooner
terminated, the Plan shall not extend beyond a date ten (10) years from the
date of adoption hereof by the Board.  No Incentive Stock Options or Non-
statutory Stock Options may be granted under the Plan while the Plan is
suspended or after it is terminated.  Rights and obligations under any Option
granted while the Plan is in effect shall not be altered or impaired by
suspension or termination of the Plan, except with the consent of the person to
whom the Option was granted.

8.    AMENDMENT OF PLAN.

With respect to any shares at the time not subject to Options, the Board may
from time to time, insofar as permitted by law, suspend or discontinue the Plan
or revise or amend the Plan in any respect whatsoever, except that, without
approval of the stockholders, no such revision or amendment shall change the
number of shares for which Options may be granted under the Plan, except as
provided in Section 6(l), change the designation of the class of persons
eligible to receive Options under the Plan, materially increase the benefits
accruing to Optionees under the Plan, or decrease the price at which Incentive
Stock Options may be granted.  Furthermore, without the approval of the
stockholders, the Plan may not be amended in any manner that will cause
Incentive Stock Options issued under it to fail to meet the requirements of
"incentive stock options" as defined in Code Section 422.  The Board may amend
the Plan from time to time to the extent necessary to comply with any
applicable law, rule or other regulatory requirement.


9.    APPLICATION OF FUNDS.

      The proceeds received by the Company from the sale of Stock pursuant to
the exercise of an Option will be used for general corporate purposes.


10.   NO OBLIGATION TO EXERCISE OPTION.

      The granting of an Option shall impose no obligation upon the Optionee to
exercise such Option.


11.   INDEMNIFICATION.

In addition to such other rights of indemnification as they may have as
Directors, Employees or agents of the Company, the Directors, or any
individuals who are delegated authority by the Board to administer the Plan,
shall be indemnified by the Company against: (i) their reasonable expenses,
including attorneys' fees actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder; and (ii) against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company), or paid by them in satisfaction of a judgment in any
such action,. suit or proceeding, except in actions to matters as to which it
shall be adjudged in such action, suit or proceeding that such Director or
individual is liable for negligence or misconduct in the performance of his
duties; this indemnification is expressly conditioned upon the indemnified
party, within ninety (90) days after institution of any such action, suit or
proceeding, offering the Company in writing the opportunity, at its own
expense, to handle and defend the same.


12.   APPROVAL OF STOCKHOLDERS.

The portions of the Plan dealing with Incentive Stock Options shall not take
effect unless approved by the stockholders of the Company's preferred (if any)
and Common Stock, which approval must occur within a period commencing sixty
(60) months before and ending twelve (12) months after the date the Plan is
adopted by the Board.  Nothing in the Plan shall be construed to limit the
authority of the Company to exercise its corporate rights and powers, including
the right of the Company to grant Non-Statutory Options for proper corporate
purposes.


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