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                                                                    Exhibit 10.1


                             2004 STOCK OPTION PLAN
                                       OF
                                BBMF CORPORATION

     1.   PURPOSES OF THE PLAN

          The purposes of the Stock Option Plan (the "PLAN") of BBMF
CORPORATION, a State of Nevada corporation (the "COMPANY"), are to:

          (a) Encourage selected employees, directors and consultants to improve
operations and increase profits of the Company;

          (b) Encourage selected employees, directors and consultants to accept
or continue employment or association with the Company or its Affiliates; and

          (c) Increase the interest of selected employees, directors and
consultants in the Company's welfare through participation in the growth in
value of the common stock of the Company (the "COMMON STOCK").

          Options granted under this Plan ("OPTIONS") may be "incentive stock
options" ("ISOs") intended to satisfy the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "CODE"), or "nonqualified
options" ("NQOs").


     2.   ELIGIBLE PERSONS

          Every person who at the date of grant of an Option is an employee of
the Company or of any Affiliate (as defined below) of the Company is eligible to
receive NQOs or ISOs under this Plan. Every person who at the date of grant is a
consultant to, or nonemployee director of, the Company or any Affiliate (as
defined below) of the Company is eligible to receive NQOs under this Plan. The
term "AFFILIATE" as used in the Plan means a parent or subsidiary corporation as
defined in the applicable provisions (currently Sections 424(e) and (f),
respectively) of the Code. The term "EMPLOYEE" includes an officer or director
who is an employee of the Company. The term "CONSULTANT" includes persons
employed by, or otherwise affiliated with, a consultant.


     3.   STOCK SUBJECT TO THIS PLAN

          Subject to the provisions of Section 6.1.1 of the Plan, the total
number of shares of stock which may be issued under options granted pursuant to
this Plan and the total number of shares provided for issuance under this Plan
shall be 2,400,000 shares of Common Stock. The shares covered by the portion of
any grant under the Plan which expires unexercised shall become available again
for grants under the Plan.

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     4.   ADMINISTRATION

          4.1 GENERAL. This Plan shall be administered by the Board of Directors
of the Company (the "BOARD") or, either in its entirety or only insofar as
required pursuant to Section 4.2 hereof, by a committee (the "COMMITTEE") of at
least two Board members to which administration of the Plan, or of part of the
Plan, is delegated (in either case, the "ADMINISTRATOR").

          4.2 PUBLIC COMPANY. From and after such time as the Company registers
a class of equity securities under Section 12 of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), it is intended that this Plan shall be
administered in accordance with the disinterested administration requirements of
Rule 16b-3 promulgated by the Securities and Exchange Commission ("RULE 16b-3"),
or any successor rule thereto. For so long as the Company's Common Stock is
publicly traded, a Committee responsible for granting awards and administering
the Plan as to officers, Covered Employees (as defined below) or directors shall
consist of two (2) or more Independent Directors (as defined below) if at least
two such Independent Directors are available to serve on the Committee. The term
"COVERED EMPLOYEE" as used in this Plan means the chief executive officer and
the four (4) other highest compensated officers of the Company for whom total
compensation is required to be reported to shareholders under the Exchange Act,
as determined for purposes of Section 162(m) of the Code. The term "INDEPENDENT
DIRECTOR" as used in this Plan means a director who qualifies as a "non-employee
director" under Section 16 of the Exchange Act (and the rules promulgated
thereunder), as an "outside director" under Code Section 162(m) (and the rules
promulgated thereunder) and as an "independent" director under applicable Nasdaq
rules (or the rules of any exchange on which the Common Stock is then listed or
approved for listing).

          4.3 AUTHORITY OF ADMINISTRATOR. Subject to the other provisions of
this Plan, the Administrator shall have the authority, in its discretion: (i) to
grant Options; (ii) to determine the fair market value of the Common Stock
subject to Options; (iii) to determine the exercise price of Options granted;
(iv) to determine the persons (each an "OPTIONEE") to whom, and the time or
times at which, Options shall be granted, and the number of shares subject to
each Option; (v) to interpret this Plan; (vi) to prescribe, amend, and rescind
rules and regulations relating to this Plan; (vii) to determine the terms and
provisions of each Option granted (which need not be identical), including but
not limited to, the time or times at which Options shall be exercisable; (viii)
with the consent of the Optionee, to modify or amend any Option; (ix) to defer
(with the consent of the Optionee) the exercise date of any Option; (x) to
authorize any person to execute on behalf of the Company any instrument
evidencing the grant of an Option; and (xi) to make all other determinations
deemed necessary or advisable for the administration of this Plan. The
Administrator may delegate nondiscretionary administrative duties to such
employees of the Company as it deems proper.

          4.4 INTERPRETATION BY ADMINISTRATOR. All questions of interpretation,
implementation, and application of this Plan shall be determined in its absolute
discretion by the Administrator. Such determinations shall be final and binding
on all persons.

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          4.5 RULE 16b-3. With respect to persons subject to Section 16 of the
Exchange Act, if any, transactions under this Plan are intended to comply with
the applicable conditions of Rule 16b-3, or any successor rule thereto. To the
extent any provision of this Plan or action by the Administrator fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Administrator. Notwithstanding the above, it shall be
the responsibility of such persons, not of the Company or the Administrator, to
comply with the requirements of Section 16 of the Exchange Act; and neither the
Company nor the Administrator shall be liable if this Plan or any transaction
under this Plan fails to comply with the applicable conditions of Rule 16b-3 or
any successor rule thereto, or if any such person incurs any liability under
Section 16 of the Exchange Act.


     5.   GRANTING OF OPTIONS; OPTION AGREEMENT

          5.1 TERMINATION OF PLAN. No Options shall be granted under this Plan
after ten years from the date of adoption of this Plan by the Board.

          5.2 STOCK OPTION AGREEMENT. Each Option shall be evidenced by a
written stock option agreement (the "OPTION AGREEMENT"), in form satisfactory to
the Company, executed by the Company and the person to whom such Option is
granted; provided, however, that the failure by the Company, the Optionee, or
both, to execute an Option Agreement shall not invalidate the granting of an
Option, although the exercise of each Option shall be subject to Section 6.1.3.

          5.3 TYPE OF OPTION. The Option Agreement shall specify whether each
Option it evidences is an NQO or an ISO.

          5.4 EARLY APPROVAL OF GRANTS. Subject to Section 6.3.3 with respect to
ISOs, the Administrator may approve the grant of Options under this Plan to
persons who are expected to become employees, directors or consultants of the
Company, but are not employees, directors or consultants at the date of
approval, with such grant to specify whether it is effective immediately or
effective only on such person becoming an employee, director or consultant.


     6.   TERMS AND CONDITIONS OF OPTIONS

          Each Option granted under this Plan shall be subject to the terms and
conditions set forth in Section 6.1. NQOs shall be also subject to the terms and
conditions set forth in Section 6.2, but not those set forth in Section 6.3.
ISOs shall also be subject to the terms and conditions set forth in Section 6.3,
but not those set forth in Section 6.2.

          6.1 TERMS AND CONDITIONS TO WHICH ALL OPTIONS ARE SUBJECT. All Options
granted under this Plan shall be subject to the following terms and conditions:

               6.1.1 CHANGES IN CAPITAL STRUCTURE. Subject to Section 6.1.2, if
the stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend, or recapitalization, combination or reclassification,
appropriate adjustments shall be made by the Board in (a) the number and class
of shares of stock subject to this Plan and each Option outstanding under this
Plan, and (b) the exercise price of each outstanding Option; provided,

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however, that the Company shall not be required to issue fractional shares as a
result of any such adjustments. Each such adjustment shall be subject to
approval by the Board in its absolute discretion.

               6.1.2 CORPORATE TRANSACTIONS.

                    (a) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee at least 30 days prior to such proposed action. To the extent not
previously exercised, all Options will terminate immediately prior to the
consummation of such proposed action.

                    (b) MERGER OR ASSET SALE. In the event of a merger of the
Company with or into another corporation, or the sale of substantially all of
the assets of the Company:

                         (i) OPTIONS. Each Option shall be assumed or an
equivalent option substituted by the successor corporation (including as a
"successor" any purchaser of substantially all of the assets of the Company) or
a parent or subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, the
Optionee shall have the right to exercise the Option as to all of the shares of
Common Stock covered by the Option, including Shares as to which it would not
otherwise be exercisable. If an Option is exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable for a period of
15 days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the option
confers the right to purchase or receive, for each share of Common Stock subject
to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the successor
corporation or its parent entity, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Common Stock subject to the Option, to
be solely common stock of the successor corporation or its parent entity equal
in fair market value to the per share consideration received by holders of
Common Stock in the merger or sale of assets.

                         (ii) SHARES SUBJECT TO RIGHT OF REPURCHASE. Any Shares
subject to a Right of Repurchase of the Company shall be exchanged for the
consideration (whether stock, cash, or other securities or property) received in
the merger or asset sale by the holders of Common Stock for each share held on
the effective date of the transaction, as described in the preceding paragraph.
If in such exchange the Optionee receives shares of stock of the successor
corporation or a parent or subsidiary of such successor corporation, and if the
successor corporation has agreed to assume or substitute for Options as provided
in the preceding paragraph, such exchanged shares shall continue to be subject
to a Right of Repurchase as

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provided in the Optionee's Stock Option Plan stock purchase agreement. If, as
provided in the preceding paragraph, the Optionee shall have the right to
exercise an Option as to all of the shares of Common Stock covered thereby, all
Shares that are subject to a Right of Repurchase of the Company shall be
released from such Right of Repurchase and shall be fully vested.

               6.1.3 TIME OF OPTION EXERCISE. Subject to Section 5 and Section
6.3.4, Options granted under this Plan shall be exercisable (a) immediately as
of the effective date of the Option Agreement granting the Option, or (b) in
accordance with a schedule related to the date of the grant of the Option, the
date of first employment, or such other date as may be set by the Administrator
(in any case, the "VESTING BASE DATE") and specified in the Option Agreement
relating to such Option; provided, however, that with respect to Options granted
to employees who are not officers or directors, the right to exercise an Option
must vest at the rate of at least 20% per year over five years from the date the
Option was granted. Options granted to officers, directors or consultants may
become fully exercisable, subject to reasonable conditions such as continued
employment, at any time or during any period established by the Board of the
Administrator in accordance with this Plan. In any case, no Option shall be
exercisable until a written Option Agreement in form satisfactory to the Company
is executed by the Company and the Optionee, and the person exercising the
Option executes an appropriate stock purchase agreement with the Company and, if
the stock to be delivered pursuant to exercise of such Option is subject to a
right of repurchase as set forth in Section 6.1.8, such person delivers to the
Company an Acknowledgment and Statement of Decision Regarding Election Pursuant
to Section 83(b) of the Internal Revenue Code.

               6.1.4 OPTION GRANT DATE. Except in the case of grants contingent
on the beginning of employment or other service, as described in Sections 5.4
and 6.3.3, the date of grant of an Option under this Plan shall be the date as
of which the Administrator approves the grant.

               6.1.5 NONASSIGNABILITY OF OPTION RIGHTS. Except as otherwise
determined by the Administrator and expressly set forth in the Option Agreement,
no Option granted under this Plan shall be assignable or otherwise transferable
by the Optionee except by will or by the laws of descent and distribution.
During the life of the Optionee, except as otherwise determined by the
Administrator and expressly set forth in the Option Agreement, an Option shall
be exercisable only by the Optionee.

               6.1.6 PAYMENT. Except as provided below, payment in full, in
cash, shall be made for all stock purchased at the time written notice of
exercise of an Option is given to the Company, and proceeds of any payment shall
constitute general funds of the Company. At the time an Option is granted or
exercised, the Administrator, in the exercise of its absolute discretion after
considering any tax or accounting consequences, may authorize the following or
more additional methods of payment:

                    (a) Delivery (actual or constructive) by the Optionee of
Common Stock already owned by the Optionee for all or part of the Option price,
provided the value (determined as set forth in Section 6.1.11) of such Common
Stock is equal on the date of exercise to the Option price, or such portion
thereof as the Optionee is authorized to pay by

<PAGE>

delivery of such stock; provided, however, that if an Optionee has exercised any
portion of any Option granted by the Company by delivery of Common Stock, the
Optionee may not, within six months following such exercise, exercise any Option
granted under this Plan by delivery of Common Stock without the consent of the
Administrator.

               6.1.7 TERMINATION OF EMPLOYMENT.

                    (a) If for any reason other than death, disability or
termination for "cause" (as defined below), an Optionee ceases to be employed by
the Company or any of its Affiliates (such event being called a "TERMINATION"),
Options held at the date of Termination (to the extent then exercisable) may be
exercised in whole or in part at any time within three months of the date of
such Termination, or such other period of not less than three months after the
date of such Termination as is specified in the Option Agreement (but in no
event after the Expiration Date); provided, however, that if such exercise of
the Option would result in liability for the Optionee under Section 16(b) of the
Exchange Act, then such three-month period automatically shall be extended until
the tenth day following the last date upon which Optionee has any liability
under Section 16(b) (but in no event after the Expiration Date, as defined
below).

                    (b) If an Optionee dies while employed by the Company or an
Affiliate or within the period that the Option remains exercisable after
Termination, Options then held (to the extent then exercisable) may be
exercised, in whole or in part, by the Optionee, by the Optionee's personal
representative, or by the person to whom the Option is transferred by devise or
the laws of descent and distribution, at any time within 12 months after the
death of the Optionee, or such other period of not less than six months from the
date of Termination as is specified in the Option Agreement (but in no event
after the Expiration Date).

                    (c) If an Optionee ceases to be employed by the Company as a
result of his or her disability, the Optionee may, but only within six months
after the date of Termination (and in no event after the Expiration Date),
exercise the Option to the extent otherwise entitled to exercise it at the date
of Termination; provided, however, that if such disability is not a "disability"
as such term is defined in Section 22(e)(3) of the Code, in the case of an ISO
such ISO shall automatically convert to an NQO on the day three months and one
day following such Termination. To the extent that the Optionee was not entitled
to exercise the Option at the date of Termination or if the Optionee does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.

                    (d) If an Optionee is terminated for "cause" all Options
then held by such Optionee shall terminate and no longer be exercisable
immediately upon and after such Termination.

                    (e) For purposes of this Section 6.1.7, "EMPLOYMENT"
includes service as an employee, a director or as a consultant.

                    (f) For purposes of this Section 6.1.7, an Optionee's
employment shall not be deemed to terminate by reason of sick leave, military
leave or other leave of absence approved by the Administrator, if the period of
any such leave does not exceed

<PAGE>

three months or, if longer, if the Optionee's right to reemployment by the
Company or any Affiliate is guaranteed either contractually or by statute.

                    (g) For purposes of this Section 6.1.7, "CAUSE" shall mean
Termination (i) by reason of Optionee's commission of a felony, misdemeanor or
other illegal conduct involving dishonesty, fraud or other matters of moral
turpitude, (ii) by reason of Optionee's dishonesty towards, fraud upon, or
deliberate injury or attempted injury to the Company or any of its Affiliates,
or (iii) by reason of Optionee's willfully engaging in misconduct which is
materially and demonstrably injurious to the Company or any of its Affiliates.

               6.1.8 REPURCHASE OF STOCK. At the option of the Administrator,
the stock to be delivered pursuant to the exercise of any Option granted to an
employee, director or consultant under this Plan may be subject to a right of
repurchase in favor of the Company with respect to any employee, or director or
consultant whose employment, or director or consulting relationship with the
Company is terminated. Such right of repurchase shall be exercisable as the
Administrator may determine in the grant of option, either or both:

                    (a) at the Option exercise price and (i) shall lapse at the
rate of at least 20% per year over five years from the date the Option is
granted (without regard to the date it was exercised or becomes exercisable),
(ii) must be exercised for cash or cancellation of purchase money indebtedness
within 90 days after such Termination (or in the case of securities issued upon
exercise of options after the date of Termination, within 90 days after the date
of exercise), and (iii) if the right is assignable by the Company, the assignee
must pay the Company upon assignment of the right (unless the assignee is a 100%
owned subsidiary of the Company or is an Affiliate) cash equal to the difference
between the Option exercise price and the value (determined as set forth in
Section 6.1.11) of the stock to be purchased if the Option exercise price is
less than such value; and

                    (b) at the higher of the Option exercise price or the value
(determined as set forth in Section 6.1.11) of the stock being repurchased on
the date of Termination, and must be exercised for cash or cancellation of
purchase money indebtedness within 90 days of Termination (or in the case of
securities issued upon exercise of options after the date of Termination, within
90 days after the date of exercise), and such right shall terminate when the
Company's securities become publicly traded.

                    In addition to the restrictions set forth in subparagraphs
(a) and (b) above, the shares held by an officer, director or consultant of the
issuer or by an Affiliate of the issuer may be subject to additional or greater
restrictions, in the absolute discretion of the Administrator.

                    Determination of the number of shares subject to any such
right of repurchase shall be made as of the date the employee's employment by,
director's director relationship with, or consultant's consulting relationship
with, the Company terminates, not as of the date that any Option granted to such
employee, director or consultant is thereafter exercised.

<PAGE>

               6.1.9 WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise
of an Option or at such other time or times as the amount of such obligations
become determinable (the "TAX DATE"), the Optionee shall remit to the Company in
cash all applicable federal and state withholding and employment taxes due by
reason of the exercise of an Option, the disposition of Common Stock acquired
through exercise of an Option, or the lapse of rights to repurchase Common
Stock. The Administrator may, in its absolute discretion after considering any
tax or accounting consequences, permit an Optionee to (i) deliver a full
recourse promissory note on such terms as the Administrator deems appropriate,
(ii) tender to the Company previously owned shares of Stock or other securities
of the Company, or (iii) have shares of Common Stock which are acquired upon
exercise of the Option withheld by the Company to pay some or all of the amount
of tax that is required by law to be withheld by the Company as a result of the
exercise of such Option, the disposition of Common Stock acquired through
exercise of an Option, or the lapse of rights to repurchase Common Stock,
subject to the following limitations:

                    (a) Any election pursuant to clause (ii) above, where the
Optionee is tendering Common Stock issued pursuant to the exercise of an Option,
shall require that such shares be held at least six months prior to the Tax
Date.

                    (b) Any of the foregoing limitations may be waived (or
additional limitations may be imposed) by the Administrator, in its absolute
discretion, if the Administrator determines that such foregoing limitations are
not required (or that such additional limitations are required) in order that
the transaction shall be exempt from Section 16(b) of the Exchange Act pursuant
to Rule 16b-3, or any successor rule thereto. In addition, any of the foregoing
limitations may be waived by the Administrator, in its sole discretion, if the
Administrator determines that Rule 16b-3, or any successor rule thereto, is not
applicable to the exercise of the Option by the Optionee or for any other
reason.

                    (c) Any securities tendered or withheld in accordance with
this Section 6.1.9 shall be valued by the Company as of the Tax Date.

               6.1.10 OTHER PROVISIONS. Each Option granted under this Plan may
contain such other terms, provisions, and conditions not inconsistent with this
Plan as may be determined by the Administrator, and each ISO granted under this
Plan shall include such provisions and conditions as are necessary to qualify
the Option as an "incentive stock option" within the meaning of Section 422 of
the Code. If Options provide for a right of first refusal in favor of the
Company with respect to stock acquired by employees, directors or consultants,
such Options shall provide that the right of first refusal shall terminate upon
the closing of the Company's initial registered public offering to the public
generally.

               6.1.11 DETERMINATION OF VALUE. For purposes of the Plan, the
value of Common Stock or other securities of the Company shall be determined as
follows:

                    (a) If the stock of the Company is listed on any established
stock exchange or a national market system, including without limitation the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotation System, its fair market value shall be the closing sales
price for such stock or the closing bid if no sales were

<PAGE>

reported, as quoted on such system or exchange (or the largest such exchange)
for the date the value is to be determined (or if there are no sales for such
date, then for the last preceding business day on which there were sales), as
reported in the Wall Street Journal or similar publication.

                    (b) If the stock of the Company is regularly quoted by a
recognized securities dealer but selling prices are not reported, its fair
market value shall be the mean between the high bid and low asked prices for the
stock on the date the value is to be determined (or if there are no quoted
prices for the date of grant, then for the last preceding business day on which
there were quoted prices).

                    (c) In the absence of an active trading market for the
stock, the fair market value thereof shall be determined in good faith by the
Administrator by consideration of such factors as the Administrator in its
discretion deems appropriate, including but not limited to the recent issue
price of other securities of the Company, the Company's net worth, prospective
earning power, dividend-paying capacity, and other relevant factors, including
the goodwill of the Company, the economic outlook in the Company's industry, the
Company's position in the industry and its management, and the values of stock
of other corporations in the same or a similar line of business.

               6.1.12 OPTION TERM. Subject to Section 6.3.5, no Option shall be
exercisable more than ten years after the date of grant, or such lesser period
of time as is set forth in the Option Agreement (the end of the maximum exercise
period stated in the Option Agreement is referred to in this Plan as the
"EXPIRATION DATE").

               6.1.13 LIMITS ON GRANTS FOR QUALIFIED PERFORMANCE-BASED
COMPENSATION. The Company may not issue Options covering in the aggregate more
than 1,000,000 shares of Common Stock to any one participant in any calendar
year.

          6.2 EXERCISE PRICE OF NQOs. The exercise price of any NQO granted
under this Plan shall be not less than 85% of the fair market value (determined
in accordance with Section 6.1.11) of the stock subject to the Option on the
date of grant.

          6.3 TERMS AND CONDITIONS TO WHICH ONLY ISOs ARE SUBJECT. Options
granted under this Plan which are designated as ISOs shall be subject to the
following terms and conditions:

               6.3.1 EXERCISE PRICE. Except as set forth in Section 6.3.5, the
exercise price of an ISO shall be determined in accordance with the applicable
provisions of the Code and shall in no event be less than the fair market value
(determined in accordance with Section 6.1.11) of the stock covered by the
Option at the time the Option is granted or deemed granted under Section 6.3.3.

               6.3.2 DISQUALIFYING DISPOSITIONS. If stock acquired by exercise
of an ISO granted pursuant to this Plan is disposed of in a "disqualifying
disposition" within the meaning of Section 422 of the Code, the holder of the
stock immediately before the disposition

<PAGE>

shall promptly notify the Company in writing of the date and terms of the
disposition and shall provide such other information regarding the Option as the
Company may reasonably require.

               6.3.3 GRANT DATE. If an ISO is granted in anticipation of
employment as provided in Section 5.4, the Option shall be deemed granted,
without further approval, on the date the grantee assumes the employment
relationship forming the basis for such grant, and, in addition, satisfies all
requirements of this Plan for Options granted on that date.

               6.3.4 VESTING. Notwithstanding any other provision of this Plan,
ISOs granted under all incentive stock option plans of the Company and its
Affiliates may not "vest" for more than $100,000 in fair market value of stock
(measured on the grant dates(s)) in any calendar year. For purposes of the
preceding sentence, an option "vests" when it first becomes exercisable. If, by
their terms, such ISOs taken together would vest to a greater extent in a
calendar year, including vesting resulting from a change in control of the
Company, such ISOs shall be treated as NQOs to the extent such $100,000 limit is
exceeded. In no event shall more than $100,000 in fair market value of stock
(measured on the grant date(s)) vest in any calendar year with respect to the
ISOs. Additionally, in no event, will the operation of this Section 6.3.4 cause
an ISO to vest before its terms or, having vested, cease to be vested.

               6.3.5 EXERCISE PRICE. The exercise price of any ISO granted to
any person who owns, directly or by attribution under Section 424(d) of the
Code, stock possessing more than ten percent of the total combined voting power
of all classes of stock of the Company or of any Affiliate (a "TEN PERCENT
SHAREHOLDER") shall in no event be less than 110% of the fair market value
(determined in accordance with Section 6.1.11) of the stock covered by the
Option at the time the Option is granted.

               6.3.6 TERM. Notwithstanding Section 6.1.12, no ISO granted to any
Ten Percent Shareholder shall be exercisable more than five years after the date
of grant.


     7.   MANNER OF EXERCISE

          7.1  WRITTEN NOTICE AND PAYMENT. An Optionee wishing to exercise an
Option shall give written notice to the Company at its principal executive
office, to the attention of the officer of the Company designated by the
Administrator, accompanied by payment of the exercise price as provided in
Section 6.1.6. The date the Company receives written notice of an exercise
hereunder accompanied by payment of the exercise price will be considered as the
date such Option was exercised.

          7.2  ISSUANCE OF STOCK. Promptly after receipt of written notice of
exercise of an Option, the Company shall, without stock issue or stock transfer
taxes to the Optionee or other person entitled to exercise the Option, deliver
to the Optionee or such other person a certificate or certificates for the
requisite number of shares of stock or register such Optionee as a shareholder
by book entry. An Optionee or permitted transferee of an Optionee shall not have
any privileges as a shareholder with respect to any shares of stock covered by
the Option until the date of issuance (as evidenced by the appropriate entry on
the books of the Company or a duly authorized transfer agent) of such shares.

<PAGE>

     8.   EMPLOYMENT OR CONSULTING RELATIONSHIP

          Nothing in this Plan or any Option granted thereunder shall interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any Optionee's employment or consulting at any time, nor confer upon
any Optionee any right to continue in the employ of, or consult with, the
Company or any of its Affiliates, nor interfere in any way with provisions in
the Company's charter documents or applicable law relating to the election,
appointment, terms of office, and removal of members of the Board.


     9.   FINANCIAL INFORMATION

          The Company shall provide to each Optionee during the period such
Optionee holds an outstanding Option, and to each holder of Common Stock
acquired upon exercise of Options granted under the Plan for so long as such
person is a holder of such Common Stock, annual financial statements of the
Company as prepared either by the Company or independent certified public
accountants of the Company. Such financial statements shall include, at a
minimum, a balance sheet and an income statement, and shall be delivered as soon
as practicable following the end of the Company's fiscal year. The provisions of
this Section 9 shall not apply with respect to Optionees who are key employees
of the Company whose duties in connection with the Company assures them access
to information equivalent to the information provided in the financial
statements.


     10.  CONDITIONS UPON ISSUANCE OF SHARES

          Shares of Common Stock shall not be issued pursuant to the exercise of
an Option unless the exercise of such Option and the issuance and delivery of
such shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended (the
"SECURITIES ACT").


     11.  NONEXCLUSIVITY OF THE PLAN

          The adoption of the Plan shall not be construed as creating any
limitations on the power of the Company to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the
granting of stock options other than under the Plan.


     12.  MARKET STANDOFF

          Each Optionee, if so requested by the Company or any representative of
the underwriters in connection with any registration of the offering of any
securities of the Company under the Securities Act shall not sell or otherwise
transfer any shares of Common Stock acquired upon exercise of Options during the
180-day period following the effective date of a registration statement of the
Company filed under the Securities Act; provided, however, that such restriction
shall apply only to the first two registration statements of the Company to
become effective under the Securities Act which includes securities to be sold
on behalf of the Company to the public in an underwritten public offering under
the Securities Act. The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restriction until the end of such
180-day period.

<PAGE>

     13.  AMENDMENTS TO PLAN

          The Board may at any time amend, alter, suspend or discontinue this
Plan. Without the consent of an Optionee, no amendment, alteration, suspension
or discontinuance may adversely affect outstanding Options except to conform
this Plan and ISOs granted under this Plan to the requirements of federal or
other tax laws relating to incentive stock options. No amendment, alteration,
suspension or discontinuance shall require shareholder approval unless (a)
shareholder approval is required to preserve incentive stock option treatment
for federal income tax purposes, (b) shareholder approval is required to
preserve option grants as "qualified performance-based compensation" under
Section 162(m) of the Code, (c) shareholder approval is required under the rules
of any exchange or quotation system on which the Common Stock is listed or
quoted, or (d) the Board otherwise concludes that shareholder approval is
advisable.


     14.  EFFECTIVE DATE OF PLAN

          This Plan shall become effective upon adoption by the Board provided,
however, that no Option shall be exercisable unless and until written consent of
the shareholders of the Company, or approval of shareholders of the Company
voting at a validly called shareholders' meeting, is obtained within 12 months
after adoption by the Board. If such shareholder approval is not obtained within
such time, Options granted hereunder shall terminate and be of no force and
effect from and after expiration of such 12-month period. Options may be granted
and exercised under this Plan only after there has been compliance with all
applicable federal and state securities laws.


Plan adopted by the Board of Directors on: September 22, 2004.