ex41


    2001
      STOCK OPTION PLAN OF

    CALIFORNIA
      NEWS TECH

    A
      Nevada Corporation

    


    1.
      Purpose of the Plan

    


    The
      purpose of this Plan is to strengthen California NewsTech (hereinafter the
      “Company”) by providing incentive stock options as a means to attract, retain
      and motivate key corporate personnel, through ownership of stock of the Company,
      and to attract individuals of outstanding ability to render services to and
      enter the employment of the Company or its subsidiaries.

    


    2.
      Types of Stock Options

     

    There
      shall be two types of Stock Options (referred to herein as "Options" without
      distinction between such different types) that may be granted under this Plan:
      (1) Options intended to qualify as Incentive Stock Options under Section 422
      of
      the Internal Revenue Code (“Qualified Stock Options”), and (2) Options not
      specifically authorized or qualified for favorable income tax treatment under
      the Internal Revenue Code (“Non-Qualified Stock Options”).

    


    3.
      Definitions

    


    The
      following definitions are applicable to the Plan:

    


    
      	(a)  	
              Board.
                The Board of Directors of the
                Company.

            


    

    


    
      	(b)  	
              Code.
                The Internal Revenue Code of 1986, as amended from time to
                time.

            


    

    


    
      	(c)  	
              Common
                Stock.
                The shares of Common Stock of the
                Company.

            


    

    


    
      	(d)  	
              Company.
                California News Tech, a Nevada
                corporation.

            


    

    


    
      	(e)  	
              Consultant.
                An individual or entity that renders professional services to the
                Company
                as an independent contractor and is not an employee or under the
                direct
                supervision and control of the
                Company.

            


    

    


    
      	(f)  	
              Disabled
                or Disability.
                For the purposes of Section 7, a disability of the type defined in
                Section
                22(e)(3) of the Code. The determination of whether an individual
                is
                Disabled or has a Disability is determined under procedures established
                by
                the Plan Administrator for purposes of the
                Plan.

            


    

    


    
      	(g)  	
              Fair
                Market Value.
                For purposes of the Plan, the “fair market value" per share of Common
                Stock of the Company at any date shall be: (a) if the Common Stock
                is
                listed on an established stock exchange or exchanges or the NASDAQ
                National Market, the closing price per share on the last trading
                day
                immediately preceding such date on the principal exchange on which
                it is
                traded or as reported by NASDAQ; or (b) if the Common Stock is not
                then
                listed on an exchange or the NASDAQ National Market, but is quoted
                on the
                NASDAQ Small Cap Market, the NASDAQ electronic bulletin board or
                the
                National Quotation Bureau pink sheets, the average of the closing
                

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        2001
          STOCK OPTION PLAN OF CALIFORNIA NEWS TECH

      

    

     

     

    
      	  	bid and asked prices per share for the Common Stock
              as
              quoted by NASDAQ or the National Quotation Bureau, as the case may
              be, on
              the last trading day immediately preceding such date; or (c) if the
              Common
              Stock is not then listed on an exchange or the NASDAQ National Market,
              or
              quoted by NASDAQ or the National Quotation Bureau, an amount determined
              in
              good faith by the Plan Administrator.


    

     

    
      	(h)  	
              Incentive
                Stock Option.
                Any Stock Option intended to be and designated as an "incentive stock
                option" within the meaning of Section 422 of the
                Code.

            


    

    


    
      	(i)  	
              Non-Qualified
                Stock Option. Any
                Stock Option that is not an Incentive Stock
                Option.

            


    

    


    
      	(j)  	
              Optionee.
                The recipient of a Stock Option.

            


    

    


    
      	(k)  	
              Plan
                Administrator.
                The board or a committee designated by the Board pursuant to Section
                4 to
                administer and interpret the terms of the
                Plan.

            


    

    


    
      	(l)  	
              Stock
                Option.
                Any option to purchase shares of Common Stock granted pursuant to
                Section
                7.

            


    

    


    4.
      Administration of the Plan

    


    This
      Plan
      shall be administered by a “Compensation Committee” or “Plan Administrator”
      composed of members selected by, and serving at the pleasure of, the Board
      of
      Directors. Subject to the provisions of the Plan, the Plan Administrator shall
      have authority to construe and interpret the Plan, to promulgate, amend, and
      rescind rules and regulations relating to its administration, to select, from
      time to time, among the eligible employees and non-employee consultants (as
      determined pursuant to Section 5) of the Company and its subsidiaries those
      employees and consultants to whom Stock Options will be granted, to determine
      the duration and manner of the grant of the Options, to determine the exercise
      price, the number of shares and other terms covered by the Stock Options, to
      determine the duration and purpose of leaves of absence which may be granted
      to
      Stock Option holders without constituting termination of their employment for
      purposes of the Plan, and to make all of the determinations necessary or
      advisable for administration of the Plan. The interpretation and construction
      by
      the Plan Administrator of any provision of the Plan, or of any agreement issued
      and executed under the Plan, shall be final and binding upon all parties. No
      member of the Committee or Board shall be liable for any action or determination
      undertaken or made in good faith with respect to the Plan or any agreement
      executed pursuant to the Plan.

    


    All
      of
      the members of the Committee shall be persons who, in the opinion of counsel
      to
      the Company, are outside directors and "non-employee directors" within the
      meaning of Rule l6b-3(b)(3)(i) promulgated by the Securities and Exchange
      Commission. -From time to time, the Board may increase or decrease the size
      of
      the Committee, and add additional members to, or remove members from, the
      Committee. The Committee shall act pursuant to a majority vote, or the written
      consent of a majority of its members, and minutes shall be kept of all of its
      meetings and copies thereof shall be provided to the Board. Subject to the
      provisions of the Plan and the directions of the Board, the Committee may
      establish and follow such rules and regulations for the conduct of its business
      as it may deem advisable. 

     

     

    
      
        
        

      

      
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          STOCK OPTION PLAN OF CALIFORNIA NEWS TECH

      

    

    
 

    At
      the
      option of the Board, the entire Board of Directors of the Company may act as
      the
      Plan Administrator during such periods of time as all members of the Board
      are
“outside directors” as defined in Prop. Treas. Regs. §1.162-27(e)(3), except
      that this requirement shall not apply during any period of time prior to the
      date the Company's Common Stock becomes registered pursuant to Section 12 of
      the
      Securities Exchange Act of 1934, as amended.

    


    5.
      Grant of Options

    


    The
      Company is hereby authorized to grant Incentive Stock Options as defined in
      section 422 of the Code to any employee or director (including any officer
      or
      director who is an employee) of the Company, or of any of its subsidiaries;
      provided, however, that no person who owns stock possessing more than 10% of
      the
      total combined voting power of all classes of stock of the Company, or any
      of
      its parent or subsidiary corporations, shall be eligible to receive an Incentive
      Stock Option under the Plan unless at the time such Incentive Stock Option
      is
      granted the Option price is at least 110% of the fair market value of the shares
      subject to the Option, and such Option by its terms is not exercisable after
      the
      expiration of five years frorn the date such Option is granted.

    


    An
      employee may receive more than one Option under the Plan. Non-Employee Directors
      shall be eligible to receive Non--Qualified Stock Options in the discretion
      of
      the Plan Administrator. In addition, Non--Qualified Stock Options may be granted
      to Consultants who are selected by the Plan Administrator.

    


    6.
      Stock Subject to Plan

    


    The
      stock
      available for grant of Options under this Plan shall be shares of the Company's
      authorized but unissued, or reacquired, Common Stock. The aggregate sales price,
      or amount of securities sold, during any 12 month period may not exceed the
      greater of: (1) $1 million, (2)  15% of the total assets of the
      Company, or (3) 15% of the issued and outstanding common stock of the Company,
      including shares previously issued under this Plan or other stock option plans
      created by the Company, whichever is greater. The maximum number of shares
      for
      which an Option may be granted to any Optionee during any calendar year shall
      not exceed 250,000 shares. In the event that any outstanding Option under the
      Plan for any reason expires or is terminated, the shares of Common Stock
      allocable to the unexercised portion of the Option shall again be available
      for
      Options under the Plan as if no Option had been granted with regard to such
      shares.

    


    7.
      Terms and Conditions of Options

    


    Options
      granted under the Plan shall be evidenced by agreements (which need not be
      identical) in such form and containing such provisions that are consistent
      with
      the Plan as the Plan Administrator shall from time to time approve. Such
      agreements may incorporate all or any of the terms hereof by reference and
      shall
      comply with and be subject to the following terms and conditions:

    


    
      	(a)  	
              Number
                of Shares.
                Each Option agreement shall specify the number of shares subject
                to the
                Option.

            


    

    


    
      	(b)  	
              Option
                Price.
                The purchase price for the shares subject to any Option shall be
                determined by the Plan Administrator at the time of the grant, but
                shall
                not be less than 85% of Fair Market Value


            


    

     

     

    
      
        
        

      

      
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              per
                share. Anything to the contrary notwithstanding, the purchase price
                for
                the shares subject to any Incentive Stock Option shall not be less
                than
                100% of the Fair Market Value of the shares of Common Stock of the
                Company
                on the date the Stock Option is granted. In the case of any Option
                granted
                to an employee who owns stock possessing more than 10% of the total
                combined voting power of all classes of stock of the Company, or
                any of
                its parent or subsidiary corporations, the Option price shall not
                be less
                than 110% of the Fair Market Value per share of the Common Stock
                of the
                Company on the date the Option is granted. For purposes of determining
                the
                stock ownership of an employee, the attribution rules of Section
                424(d) of
                the Code shall apply.

            


    

    
 

    
      	(c)  	
              Notice
                and Payment.
                Any exercisable portion of a Stock Option may be exercised only by:
                (a)
                delivery of a written notice to the Company prior to the time when
                such
                Stock Option becomes unexercisable herein, stating the number of
                shares
                bring purchased and complying with all applicable rules established
                by the
                Plan Administrator; (b) payment in full of the exercise price of
                such
                Option by, as applicable, delivery of: (i) cash or check for an amount
                equal to the aggregate Stock Option exercise price for the number
                of
                shares being purchased, (ii) in the discretion of the Plan Administrator,
                upon such terms as the Plan Administrator shall approve, a copy of
                instructions to a broker directing such broker to sell the Common
                Stock
                for which such Option is exercised, and to remit to the Company the
                aggregate exercise price of such Stock Option (a "cash1ess exercise"),
                or
                (iii) in the discretion of the Plan Administrator, upon such terms
                as the
                Plan Administrator shall approve, shares of the Company's Common
                Stock
                owned by the Optionee, duly endorsed for transfer to the Company,
                with a
                Fair Market Value on the date of delivery equal to the aggregate
                purchase
                price of the shares with respect to which such Stock Option or portion
                is
                thereby exercised (a "stock-for-stock exercise"); (c) payment of
                the
                amount of tax required to be withheld (if any) by the Company, or
                any
                parent or subsidiary corporation as a result of the exercise of a
                Stock
                Option. At the discretion of the Plan Administrator, upon such terms
                as
                the Plan Administrator shall approve, the Optionee my pay all or
                a portion
                of the tax withholding by: (i) cash or check payable to the Company,
                (ii)
                a cashless exercise, (iii) a stock-for-stock exercise, or (iv) a
                combination of one or more of the foregoing payment rnethods; and
                (d)
                delivery of a written notice to the Company requesting that the Company
                direct the transfer agent to issue to the Optionee (or his designee)
                a
                certificate for the number of shares of Common Stock for which the
                Option
                was exercised or, in the case of a cashless exercise, for any shares
                that
                were not sold in the cashless exercise. Notwithstanding the foregoing,
                the
                Company, in its sole discretion, may extend and maintain, or mange
                for the
                extension and maintenance of credit to any Optionee to finance the
                Optionee’s purchase of shares pursuant to the exercise of any Stock
                Option, on such terms as may be approved by the Plan Administrator,
                subject to applicable regulations of the Federal Reserve Board and
                any
                other laws or regulations in effect at the time such credit is
                extended.

            


    

    


    
      	(d)  	
              Terms
                of Option.
                No Option shall be exercisable after the expiration of the earliest
                of:
                (a) ten years after the date the Option is granted, (b) three months
                after
                the date the Optionee's employment with the Company and its subsidiaries
                terminates, or a Non-Employee Director or Consultant ceases to provide
                services to the Company, if such termination or cessation is for
                any
                reason other than Disability or death, (c) one year after the date
                the
                Optionee's employment with the Company, and its subsidiaries, terminates,
                or a Non--Employee Director or Consultant ceases to provide services
                to
                the Company, if such termination or cessation is a result of death
                or
                Disability; provided, however, that the Option agreement for any
                Option
                may provide for shorter periods in each of the foregoing instances.
                In the
                case of an Incentive Stock Option granted to an


            


    

     

     

    
      
        
        

      

      
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      	 	employee who owns stock possessing more than 10%
              of the
              total combined voting power of all classes of stock of the Company,
              or any
              of its parent or subsidiary corporations, the term set forth in (a)
              above
              shall not be more than five years after the date the Option is
              granted.


    

    
 

    
      	(e)  	
              Exercise
                of an Option.
                No Option shall be exercisable during the lifetime of the Optionee
                by any
                person other than the Optionee. Subject to the foregoing, the Plan
                Administrator shall have the power to set the time or times within
                which
                each Option shall be exercisable and to accelerate the time or times
                of
                exercise; provided however, the Option shall provide the right to
                exercise
                at the rate of at least 20% per year over five years from the date
                the
                Option is granted. Unless otherwise provided by the Plan Administrator,
                each Option granted under the Plan shall become exercisable on a
                cumulative basis as to one--third (1/3) of the total number of shares
                covered thereby at any time after one year from the date the Option
                is
                granted and an additional one-third (1/3) of such total number of
                shares
                at any time after the end of each consecutive one-year period thereafter
                until the Option has become exercisable as to all of such total number
                of
                shares. To the extent that an Optionee has the right to exercise
                an Option
                and purchase shares pursuant hereto, the Option may be exercised
                from time
                to time by written notice to the Company, stating the number of shares
                being purchased and accompanied by payment in full of the exercise
                price
                for such shares.

            


    

    


    
      	(f)  	
              No
                Transfer of Option.
                No Option shall be transferable by an Optionee otherwise than by
                will or
                the laws of descent and
                distribution.

            


    

    


    
      	(g)  	
              Limit
                on Incentive Stock Option.
                The aggregate Fair Market Value (determined at the time the Option
                is
                granted) of the stock with respect to which an Incentive Stock Option
                is
                granted and exercisable for the first time by an Optionee during
                any
                calendar year (under all Incentive Stock Option plans of the Company
                and
                its subsidiaries) shall not exceed $100,000. To the extent the aggregate
                Fair Market Value (determined at the time the Stock Option is granted)
                of
                the Common Stock with respect to which Incentive Stock Options are
                exercisable for the first time by an Optionee during any calendar
                year
                (under all Incentive Stock Option plans of the Company and any parent
                or
                subsidiary corporations) exceeds $100,000, such Stock Options shall
                be
                treated as Non--Qualified Stock Options. The determination of which
                Stock
                Options shall be treated as Non--Qualified Stock Options shall be
                made by
                taking Stock Options into account in the Order in which they were
                granted.

            


    

    


    
      	(h)  	
              Restriction
                on Issuance of Shares.
                The issuance of Options and shares shall be subject to compliance
                with all
                of the applicable requirements of law with respect to the issuance
                and
                sale of securities, including, without limitation, any required
                qualification under state securities laws. If an Optionee acquires
                shares
                of Common Stock pursuant to the exercise of an Option, the Plan
                Administrator, in its sole discretion, may require as a condition
                of
                issuance of shares covered by the Option that the shares of Common
                Stock
                be subject to restrictions on transfer. The Company may place a legend
                on
                the share certificates reflecting the fact that they are subject
                to
                restrictions on transfer pursuant to the terms of this Section. In
                addition, the Optionee may be required to execute a buy-sell agreement
                in
                favor of the Company or its designee with respect to all or any of
                the
                shares so acquired. In such event, the terms of any such agreement
                shall
                apply to the optioned shares.

            


    

    


    
      	(i)  	
              Investment
                Representation.
                Any Optionee may be required, as a condition of issuance of shares
                covered
                by his or her Option, to represent that the shares to be acquired
                pursuant
                to exercise will 

            


    

     

     

    
      
        
        

      

      
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              be
                acquired for investment and without a view toward distribution thereof,
                and in such case, the Company may place a legend on the share
                certificate(s) evidencing the fact that they were acquired for investment
                and cannot be sold or transferred unless registered under the Securities
                Act of 1933, as amended, or unless counsel for the Company is satisfied
                that the circumstances of the proposed transfer do not require such
                registration.

            


    

     

    
      	(j)  	
              Rights
                as a Shareholder or Employee.
                An Optionee or transferee of an Option shall have no right as a
                stockholder of the Company with respect to any shares covered by
                any
                Option until the date of the issuance of a share certificate for
                such
                shares. No adjustment shall be made for dividends (Ordinary or
                extraordinary, whether cash, securities, or other property), or
                distributions or other rights for which the record date is prior
                to the
                date such share certificate is issued, except as provided in paragraph
                (m)
                below. Nothing in the Plan or in any Option agreement shall confer
                upon
                any employee any right to continue in the employ of the Company or
                any of
                its subsidiaries or interfere in any way with any right of the Company
                or
                any subsidiary to terminate the Optionee's employment at any
                time.

            


    

    


    
      	(k)  	
              No
                Fractional Shares.
                In no event shall the Company be required to issue fractional shares
                upon
                the exercise of an Option.

            


    

    


    
      	(l)  	
              Exercise
                in the Event of Death.
                In the event of the death of the Optionee, any Option or unexercised
                portion thereof granted to the Optionee, to the extent exercisable
                by him
                or her on the date of death, may be exercised by the Optionee's personal
                representatives, heirs, or legatees subject to the provisions of
                paragraph
                (d) above.

            


    

    


    
      	(m)  	
              Recapitalization
                or Reorganization of the Company.
                Except as otherwise provided herein, appropriate and proportionate
                adjustments shall be made (1) in the number and class of shares subject
                to
                the Plan, (2) to the Option rights granted under the Plan, and (3)
                in the
                exercise price of such Option rights, in the event that the number
                of
                shares of Common Stock of the Company are increased or decreased
                as a
                result of a stock dividend (but only on Common Stock), stock split,
                reverse stock split, recapitalization, reorganization, merger,
                consolidation, separation, or like change in the corporate or capital
                structure of the Company. In the event there shall be any other change
                in
                the number or kind of the outstanding shares of Common Stock of the
                Company, or any stock or other securities into which such common
                stock
                shall have been changed, or for which it shall have been exchanged,
                whether by reason of a complete liquidation of the Company or a merger,
                reorganization, or consolidation with any other corporation in which
                the
                Company is not the surviving corporation, or the Company becomes
                a
                wholly-owned subsidiary of another corporation, then if the Plan
                Administrator shall, in its sole discretion, determine that such
                change
                equitably requires an adjustment to shares of Common Stock currently
                subject to Options under the Plan, or to prices or terms of outstanding
                Options, such adjustment shall be made in accordance with such
                determination.

            


    

    


    To
      the
      extent that the foregoing adjustments relate to stock or securities of the
      Company, such adjustment shall be made by the Plan Administrator, the
      determination of which in that respect shall be final, binding, and conclusive.
      No right to purchase fractional shares shall result from any adjustment of
      Options pursuant to this Section. In case of any such adjustment, the shares
      subject to the Option shall he rounded down to the nearest whole share. Notice
      of any adjustment shall be given by the Company to each Optionee whose Options
      shall have been so adjusted and such 

     

     

    
      
        
        

      

      
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    adjustment
      (whether or not notice is given) shall be effective and binding for all purposes
      of the Plan.

    


    In
      the
      event of a complete liquidation of the Company or a merger, reorganization,
      or
      consolidation of the Company with any other corporation in which the Company
      is
      not the surviving corporation, or the Company becomes a wholly-owned subsidiary
      of another corporation, any unexercised Options granted under the Plan shall
      be
      deemed cancelled unless the surviving corporation in any such merger,
      reorganization, or consolidation elects to assume the Options under the Plan
      or
      to issue substitute Options in place thereof; provided, however, that
      notwithstanding the foregoing, if such Options would be cancelled in accordance
      with the foregoing, the Optionee shall have the right exercisable during a
      ten-day period ending on the fifth day prior to such liquidation, merger, or
      consolidation to exercise such Option in whole or in part without regard to
      any
      installment exercise provisions in the Option agreement.

    


    
      	(n)  	
              Modification,
                Extension and Renewal of Options.
                Subject to the terms and conditions and within the limitations of
                the
                Plan, the Plan Administrator may modify, extend or renew outstanding
                options granted under the Plan and accept the surrender of outstanding
                Options (to the extent not theretofore exercised). The Plan Administrator
                shall not, however, without the approval of the Board, modify any
                outstanding Incentive Stock Option in any manner that would cause
                the
                Option not to qualify as an Incentive Stock Option within the meaning
                of
                Section 422 of the Code. Notwithstanding the foregoing. no modification
                of
                an Option shall, without the consent of the Optionee, alter or impair
                any
                rights of the Optionee under the
                Option.

            


    

    


    
      	(o)  	
              Other
                Provisions.
                Each Option may contain such other terms, provisions, and conditions
                not
                inconsistent with the Plan as may be determined by the Plan
                Administrator.

            


    

    


    8.
      Termination or Amendment of the Plan

    


    The
      Board
      may at any time terminate or amend the Plan; provided that, without approval
      of
      the holders of a majority of the shares of Common Stock of the Company
      represented and voting at a duly held meeting at which a quorum is present
      or
      the written consent of a majority of the outstanding shares of Common Stock,
      there shall be (except by operation of the provisions of paragraph (m) above)
      no
      increase in the total number of shares covered by the Plan, no change in the
      class of persons eligible to receive options granted under the Plan, no
      reduction in the exercise price of Options granted under the Plan, and no
      extension of the latest date upon which Options may be exercised; and provided
      further that, without the consent of the Optionee, no amendment may adversely
      affect any then outstanding Option or any unexercised portion
      thereof.

    


    9.
      Indemnification

    


    In
      addition to such other rights of indemnification as they may have as members
      of
      the Board Committee that administers the Plan, the members of the Plan
      Administrator shall be indemnified by the Company against reasonable expense,
      including attorney's 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 against any and all amounts paid by them in settlement
      thereof (provided such settlement is approved by independent 

     

     

    
      
        
        

      

      
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    legal
      counsel selected by the Company). In addition, such members shall be indemnified
      by the Company for any amount paid by them in satisfaction of a judgment in
      any
      action, suit, or proceeding, except in relation to matters as to which it shall
      have been adjudged that such member is liable for negligence or misconduct
      in
      the performance of his or her duties, provided however that within 60 days
      after
      institution of any such action, suit, or proceeding, the member shall in writing
      offer the Company the opportunity, at its own expense, to handle and defend
      the
      same.

    


    
      	10.  	
              Effective
                Date and Term of the Plan

            


    

    


    This
      Plan
      shall become effective (the "Effective Date") on the date of adoption by the
      board of directors as evidenced by the date and signature below. Options granted
      under the Plan prior to shareholder approval are subject to cancellation by
      the
      Plan Administrator if shareholder approval is not obtained within 12 months
      of
      the date of adoption. Unless sooner terminated by the Board in its sole
      discretion, this Plan will expire on December 31, 2011.

    


    IN
      WITNESS WHEREOF, the Company by its duly authorized officer, has caused this
      Plan to be executed this 14th day of December 2001.

     

     

    CALIFORNIA
      NEWS TECH

    


     

    /s/
      Marian Munz

    By:
      Marian Munz

    Its:
      President