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.




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"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.




3




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:




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(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.




5




**(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.




6




**(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.




7




(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.




8




**(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 therefore. 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.




9




**(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.





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**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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