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EXHIBIT 10.1


                             COINLESS SYSTEMS, INC.
                           2001 CONSULTANT STOCK PLAN


         Coinless Systems, Inc., a corporation organized under the laws of the
State of Nevada, hereby adopts this 2001 Consultant Stock Plan.


                                 PURPOSE OF PLAN
                                 ---------------

         WHEREAS, the purpose of this 2001 Consultant Stock Plan is to advance
the interests of the Coinless Systems, Inc. by helping the Company obtain and
retain the services of persons providing consulting services upon whose
judgment, initiative, efforts and/or services the Company is substantially
dependent, by offering to or providing those persons with incentives or
inducements affording such persons an opportunity to become owners of capital
stock of Coinless Systems, Inc.

                          TERMS AND CONDITIONS OF PLAN
                          ----------------------------

         1. DEFINITIONS.

                  Set forth below are definitions of capitalized terms which are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

                  (b) AWARD - The term "Award" is collectively and severally
defined as any Options or Award Shares granted under this Plan.

                  (c) AWARD SHARES - The term "Award Shares" is defined as
shares of Common Stock granted by the Plan Committee in accordance with Section
6 of this Plan.

                  (d) BOARD - The term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, par value $.0001.

                  (f) COMPANY - The term "Company" is defined as Coinless
Systems, Inc.

                  (g) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants an option, warrant, or right to obtain an
interest in the Award; (iii) any transaction that creates a form of joint
ownership in the Award between the Recipient and one or more other Persons; (iv)
any Disposition of the Award to a creditor of the Recipient, including the
hypothecation, encumbrance or pledge of the Award or any interest therein, or
the attachment or imposition of a lien by a creditor of the Recipient on the
Award or any interest therein which is not released within thirty (30) days
after the imposition thereof; (v) any distribution by an Recipient which is an
entity to its stockholders, partners, co-venturers or members, as the case may
be, or (vi) any distribution by an Recipient which is a fiduciary such as a
trustee or custodian to its settlors or beneficiaries.


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                  (h) ELIGIBLE PERSON - The term "Eligible Person" means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who provides bona fide consulting services to the Company or the Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable valuation date of the Option Shares,
Award Shares, or other shares of Common Stock, as the case may be, to be valued
(the "Subject Shares"), determined in accordance with the following principles:

                           (i) If the Common Stock is traded on a stock exchange
         on the date in question, then the Fair Market Value of the Subject
         Shares will be equal to the closing bid price of Common Stock on the
         principal exchange on which the Common Stock is then trading, or, if
         Common Stock is not traded on such date, then on the next preceding
         trading day during which a sale occurred;

                           (ii) If the Common Stock is traded over-the-counter
         on the Nasdaq National Market System on the date in question, then the
         Fair Market Value of the Subject Shares will equal (1) the last sales
         price (if the Common Stock is then listed as a National Market Issue
         under the Nasdaq National Market System) or (2) the mean between the
         closing representative bid and asked price (in all other cases) for the
         Common Stock on such date as reported by Nasdaq or such successor
         quotation system;

                           (iii) If the Common Stock is traded over-the-counter
         on Nasdaq (other than on the Nasdaq National Market System) on the date
         in question, then the Fair Market Value of the Subject Shares will
         equal the mean between the closing representative bid and asked price
         (in all other cases) for the Common Stock on such date as reported by
         Nasdaq;

                           (iv) If the Common Stock is not publicly traded on an
         exchange and is not quoted on the Nasdaq or a successor quotation
         system, then the Fair Market Value shall be determined by the Board
         acting in good faith on such basis as it deems appropriate;

                           (v) If the Subject Shares are unregistered securities
         (and thus are considered "restricted stock" within the meaning of
         Section 144 of the Securities Act), or if the Subject Shares are
         subject to conditions, risk of forfeiture, or repurchase rights or
         rights of first refusal which impair its value including, without
         limitation, those conditions more particularly described in Section 7,
         then the Fair Market Value of the Subject Shares shall be subject to
         such discount to reflect such impairments to value as the Plan
         Committee may, in its sole discretion and without obligation to do so,
         determine to be appropriate; and


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                           (vi) Anything in Subsections (i) through (v) above to
         the contrary, in no circumstances shall the Fair Market Value of the
         Subject Shares be less than its par value.

                  (j) ISSUED SHARES - The term "Issued Shares" is defined as
shares of Common Stock issued pursuant to the terms of this Plan.

                  (k) OPTION - The term "Option" is defined as an option to
purchase Common Stock granted by the Plan Committee pursuant to the terms of the
Plan and, in particular, the terms of Section 5 of the Plan.

                  (l) OPTION PRICE - The term "Option Price" is defined in
Section 5(b) of this Plan.

                  (m) OPTION SHARES - The term "Option Shares" is defined as the
shares of Common Stock which an Option entitles the holder thereof to purchase.

                  (n) PERSON - The term "Person" is defined, in its broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (o) PLAN - The term "Plan" is defined as this 2001 Consultant
Stock Plan.

                  (p) PLAN COMMITTEE - The term "Plan Committee" is defined as
that Committee appointed by the Board to administer and interpret this Plan as
more particularly described in Section 3 of the Plan; PROVIDED, HOWEVER, that
the term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.

                  (q) RESTRICTED SHARES - The term "Restricted Shares" is
defined as Option Shares or Award Shares, as the case may be, that are subject
to restrictions as more particularly set forth in Section 7 of this Plan.

                  (r) RECIPIENT - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (s) SECURITIES ACT - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2. TERM OF PLAN.

                  This Plan shall be effective as of such time and date as this
Plan is adopted by the Board, and this Plan shall terminate on the first
business day prior to the ten (10) year anniversary of the date this Plan became
effective. No grants of Options shall be made under this Plan before the date
this Plan becomes effective or after the date this Plan terminates; PROVIDED,
HOWEVER, that (i) all Awards granted pursuant to this Plan prior to the
effective date of this Plan shall not be affected by the termination of this
Plan and (ii) all other provisions of this Plan shall remain in effect until the
terms of all outstanding Awards have been satisfied or terminated in accordance
with this Plan and the terms of such Awards.


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         3. PLAN ADMINISTRATION.

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
a committee consisting of two (2) or more members of the Board; PROVIDED,
HOWEVER, no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan committee with respect
to any plan (other than this Plan) of the Company or its Affiliates which plan
was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to
the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.

                           (ii) Members of the Plan Committee may resign at any
time by delivering written notice to the Board. Vacancies in the Plan Committee
shall be filled by the Board. The Plan Committee shall act by a majority of its
members in office. The Plan Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the Plan
Committee.

                           (iii) If the Board, in its discretion, does not
appoint a Plan Committee, the Board itself will administer and interpret the
Plan and take such other actions as the Plan Committee is authorized to take
hereunder; provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Certificate of
Incorporation and bylaws of the Company generally.

                  (b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.
While serving on the Plan Committee, such members shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.

                  (c) POWER TO MAKE AWARDS. The Plan Committee shall have the
full and final authority in its sole discretion, at any time and from
time-to-time, subject only to the express terms, conditions and other provisions
of the Certificate of Incorporation of the Company and this Plan, and the
specific limitations on such discretion set forth herein, to:

                           (i) Designate the Eligible Persons or classes of
         Eligible Persons eligible to receive Awards from among the Eligible
         Persons;

                           (ii) Grant Awards to such selected Eligible Persons
         or classes of Eligible Persons in such form and amount (subject to the
         terms of the Plan) as the Plan Committee shall determine;

                           (iii) Impose such limitations, restrictions and
         conditions upon any Award as the Plan Committee shall deem appropriate
         and necessary including, without limitation, the term of Options and
         any vesting conditions attached thereto, and any vesting and repurchase
         conditions described in Sections 3 or 7 placed upon grants of Option
         Shares or Award Shares;


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                           (iv) Interpret the Plan, adopt, amend and rescind
         rules and regulations relating to the Plan, and make all other
         determinations and take all other action necessary or advisable for the
         implementation and administration of the Plan; and

                           (v) Delegate all or a portion of its authority under
         subsections (i) through (iii) of this Section 3(c) to one or more
         directors of the Company who are executive officers of the Company,
         subject to such restrictions and limitations (such as the aggregate
         number of shares of Common Stock that may be awarded) as the Plan
         Committee may decide to impose on such delegate directors.

                  In determining the recipient, form and amount of Awards, the
Plan Committee shall consider any factors deemed relevant, including the
individual's functions, responsibilities, value of services to the Company and
past and potential contributions to the Company's profitability and sound
growth.

                  (d) INTERPRETATION OF PLAN. The Plan Committee shall, in its
sole and absolute discretion, interpret and determine the effect of all matters
and questions relating to this Plan. The interpretations and determinations of
the Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, the restrictions and
conditions placed upon Awards, and the other terms and provisions of Awards and
the certificates or agreements evidencing same) need not be uniform and may be
made by the Plan Committee selectively among Persons who receive, or are
eligible to receive, Awards under the Plan, whether or not such Persons are
similarly situated. All actions taken and all interpretations and determinations
made under this Plan in good faith by the Plan Committee shall be final and
binding upon the Recipient, the Company, and all other interested Persons. No
member of the Plan Committee shall be personally liable for any action taken or
decision made in good faith relating to this Plan, and all members of the Plan
Committee shall be fully protected and indemnified to the fullest extent
permitted under applicable law by the Company in respect to any such action,
determination, or interpretation.

                  (e) COMPENSATION; ADVISORS. Members of the Plan Committee
shall receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the administration of the Plan shall be borne
by the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.

         4. STOCK POOL.

                  (a) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of
stock which may be issued or granted under the Plan shall be authorized and
unissued or treasury shares of Common Stock. The aggregate maximum number of
shares of Common Stock which may be issued in exercise of Options or as a grant
of Award Shares, as the case may be, shall not exceed Three Million Five Hundred
Thousand (3,500,000) shares of Common Stock (the "Stock Pool"); PROVIDED,
HOWEVER, that such number shall be increased by the following:


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                           (i) Any shares of Common Stock tendered by a
         Recipient as payment for Option Shares or Award Shares;

                           (ii) Any rights to shares of Common Stock surrendered
         by a Recipient as payment for Option Shares or Award Shares;

                           (iii) Any shares of Common Stock subject to an Option
         which for any reason is terminated unexercised or expires; and

                           (iv) Any Restricted Shares which are granted as
         Option Shares or Award Shares, and are subsequently forfeited by the
         holders thereof.

                  (b) CALCULATING SHARES AVAILABLE FOR AWARDS. For purposes of
calculating the maximum number of shares of Common Stock in the Stock Pool which
may be issued under the Plan, the following rules shall apply:

                           (i) When Options are exercised, and when cash is used
         as full payment for shares issued upon exercise of such Options, all
         the shares issued (including the shares, if any, withheld for tax
         withholding requirements) shall be counted;

                           (ii) When Options are exercised, and when shares of
         Common Stock are used as full or partial payment for shares issued upon
         exercise of such Options, if permitted by the Plan Committee, only the
         net shares issued (including the shares, if any, withheld for tax
         withholding requirements) shall be counted; and

                           (iii) When Award Shares are granted and the Plan
         Committee elects to require payment with respect to such grant, and
         when shares of Common Stock are used as full or partial payment for the
         grant of such shares, only the net shares issued (including the shares,
         if any, withheld for tax withholding requirements) shall be counted.

                  (c) DATE OF AWARD. The date an Award is granted shall mean the
date selected by the Plan Committee as of which the Plan Committee allots a
specific number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5. OPTIONS (TO PURCHASE OPTION SHARES).

                  (a) GRANT. The Plan Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more options
to purchase for cash or shares the number of shares of Common Stock ("Options")
allotted by the Plan Committee; PROVIDED, HOWEVER, no Option shall be granted to
any Eligible Person who is a member of the Plan Committee. The grant of an
Option shall be evidenced by either a written consulting agreement or a written
option certificate separate from such agreement, executed by the Company and the
Recipient, stating the number of shares of Common Stock subject to the Option,
and stating all terms and conditions of such Option.


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                  (b) OPTION PRICE. The purchase price per Option Share
deliverable upon the exercise of an Option (the "Option Price") shall be such
price as may be determined by the Plan Committee; PROVIDED, HOWEVER, the Option
Price may not be less than the eighty five percent (85%) of Fair Market Value of
the underlying Option Shares as of the date of the grant of the Option.

                  (c) OPTION TERM; EXPIRATION. The term of each Option shall
commence at the grant date for such Option as determined by the Plan Committee,
and shall expire, unless an earlier expiration date is expressly provided in the
underlying consulting agreement or separate option certificate or another
Section of this Plan, on the first business day prior to the ten (10) year
anniversary of the date of grant thereof.

                  (d) EXERCISE DATE. Unless a later exercise date is expressly
provided in the underlying consulting agreement or option certificate or another
Section of the Plan, each Option shall become exercisable on the date of its
grant as determined by the Plan Committee. No Option shall be exercisable after
the expiration of its applicable term. Subject to the foregoing, each Option
shall be exercisable in whole or in part during its applicable term unless
expressly provided otherwise in the underlying consulting agreement or option
certificate.

                  (e) VESTING PROVISIONS. The Plan Committee may, in its sole
discretion, subject Options granted to Recipients to such vesting conditions
pertaining to continued provision of consulting services to the Company or any
Affiliate or the attainment of goals as the Plan Committee, in its sole
discretion, determines are appropriate; PROVIDED, HOWEVER, in no case shall any
Option provide for the vesting of Option Shares for a period of time which
exceeds five (5) years from date of grant of the Option, or on a cumulative
incremental percentage basis which is less than twenty percent (20%) per year.
If no vesting is expressly provided in the underlying consulting agreement or
separate option certificate, the Option shares shall be deemed fully vested upon
date of grant.

                  (f) MANNER OF EXERCISE AND PAYMENT. An exercisable Option, or
any exercisable portion thereof, may be exercised solely by delivery of all of
the following to the Secretary of the Company at his or her office at the
Company prior to the time when such Option or such portion becomes unexercisable
under this Section 5:

                           (i) Notice in writing signed by the Recipient or
         other Person then entitled to exercise the Option or portion thereof
         stating that such Option or portion is exercised, such notice complying
         with the procedures set forth in the applicable consulting agreement or
         option certificate which governs the exercise of the Option, and any
         other applicable rules established by the Plan Committee.

                           (ii) Full payment for the shares with respect to
         which such Option or portion is thereby exercised as follows (or any
         combination of the following):

                           (1) In good funds (in U.S. dollars) by cash or by
                  check; and/or

                           (2) If expressly permitted in the underlying
                  consulting agreement or option certificate, or otherwise
                  consented to by the Plan Committee in writing:

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                                    (a) Shares of Common Stock owned by the
                           Recipient duly endorsed for transfer to the Company
                           with a Fair Market Value on the date of delivery
                           equal to the aggregate Option Price of the Option
                           Shares with respect to which the Option or portion is
                           thereby exercised;

                                    (b) The surrender or relinquishment of
                           rights to acquire Common Stock owned by the Recipient
                           with a Fair Market Value on the date of delivery
                           equal to the aggregate Option Price of the Option
                           Shares with respect to which the Option or portion is
                           thereby exercised; or

                                    (c) A full recourse promissory note bearing
                           interest (not less than a rate as shall then preclude
                           the imputation of interest under the Internal Revenue
                           Code of 1986, as amended) and payable upon such terms
                           as may be prescribed by the Plan Committee. The Plan
                           Committee may also prescribe the form of such note
                           and the security to be given for such note. PROVIDED,
                           HOWEVER, no Option may be exercised by delivery of a
                           promissory note or by a loan from the Company if such
                           loan or other extension of credit is prohibited by
                           law at the time of exercise of this Option or does
                           not comply with the provisions of Regulation G
                           promulgated by the Federal Reserve Board with respect
                           to "Margin Stock" if the Company and the Recipient
                           are then subject to such Regulation.

                           (iii) Such representations and documents as the Plan
         Committee, in its absolute discretion, deems necessary or advisable to
         effect compliance with all applicable provisions of the Securities Act
         and any other federal or state securities laws or regulations. The Plan
         Committee may, in its absolute discretion, also take whatever
         additional actions it deems appropriate to effect such compliance
         including, without limitation, placing legends on a share certificates
         and issuing stop-transfer orders to transfer agents and registrars.

                           (iv) In the event that the Option or portion thereof
         shall be exercised by any Person other than the Recipient, appropriate
         proof of the right of such person or persons to exercise the Option or
         portion thereof.

                  (g) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or option certificate, Options may not be
Disposed by the Recipient, nor exercised by any Person other than the Recipient,
without the prior written consent of the Company, which consent the Company may
withhold in its sole and absolute discretion, and such Options shall, upon the
Disposition or exercise of such Option without the Company's prior written
consent, terminate and be null and void AB INITIO and of no further force and
effect.

                  (h) NO STOCKHOLDER RIGHTS. The Recipient shall not be, nor
have any of the rights or privileges of, a stockholder of the Company with
respect to the Option Shares unless and until all conditions for exercise of the
Option and the issuance of certificates for the Option Shares shall be
satisfied, at which time the Recipient shall become a stockholder of the Company
with respect to the Option Shares and as such shall thereafter be fully entitled
to receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Option Shares.


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         6. AWARD SHARES.

                  (a) GRANT. The Plan Committee may from time to time, and
subject to the provision of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("Award Shares") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to receive Award Shares shall be evidenced by
either a written consulting agreement or a separate written agreement confirming
such grant, executed by the Company and the Recipient, stating the number of
Award Shares granted and stating all terms and conditions of such grant.

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee,
in its sole discretion, may grant Award Shares in any of the following
instances:

                           (i) as a "bonus" or "reward" for services previously
         rendered and compensated, in which case the recipient of the Award
         Shares shall not be required to pay any consideration for such Award
         Shares, and the value of such Award Shares shall be the Fair Market
         Value of such Award Shares on the date of grant;

                           (ii) as "compensation" for the previous performance
         or future performance of services or attainment of goals, in which case
         the recipient of the Award Shares shall not be required to pay any
         consideration for such Award Shares (other than the performance of his
         services), and the value of such Award Shares received (together with
         the value of such services or attainment of goals attained by the
         Recipient), shall be the Fair Market Value of such Award Shares on the
         date of grant; or

                           (iii) in consideration for the payment of a purchase
         price for such Award Shares in an amount established by the Plan
         Committee, which purchase price may not be less than eighty-five
         percent (85%) of the Fair Market Value of such Award Shares as of the
         date of grant of such purchase right.

         7. RESTRICTED SHARES.

                  (a) VESTING CONDITIONS; FORFEITURE OF UNVESTED SHARES. The
Plan Committee may subject or condition the grant of Issued Shares (hereinafter
referred to as "Restricted Shares") to such vesting conditions based upon
continued provision of services or attainment of goals subsequent to such grant
of Restricted Shares as the Plan Committee, in its sole discretion, may deem
appropriate. In the event the Recipient does not satisfy such vesting
conditions, the Company may require the Recipient, subject to the payment terms
of Section 7(b), to forfeit such unvested Restricted Shares. All vesting
conditions imposed on the grant of Restricted Shares, including payment terms
complying with Section 7(b), shall be set forth in either a written consulting
agreement or a separate written restricted stock agreement, executed by the
Company and the Recipient on or before the time of the grant of such Restricted
Shares, stating the number of said Restricted Shares subject to such conditions
and further specifying the vesting conditions. If no vesting conditions are
expressly provided in the underlying consulting agreement or in a separate
restricted stock agreement, the Issued Shares shall not be deemed to be
Restricted Shares, and will not be required to be forfeited. Any grant of
Restricted Shares shall be subject to the following limitations:

                           (i) In no case shall such vesting conditions require
         continued provision of services or attainment of goals, as the case may
         be, subsequent to the grant of Restricted Shares, for a period of time
         which exceeds five (5) years from the date of grant, or on a cumulative
         incremental percentage basis which is less than twenty percent (20%)
         per year;

<PAGE>

                           (ii) In no case shall the Recipient be required to
         forfeit any vested Restricted Shares; and

                           (iii) In the event of the forfeiture of any unvested
         Restricted Shares, the Company shall pay to the Recipient with respect
         to all of such unvested Restricted Shares an amount equal to the
         original purchase price, if any, paid by the Recipient for such
         unvested Restricted Shares.

                  (b) REPURCHASE PRICE FOR FORFEITED RESTRICTED SHARES. In the
event a Recipient does not satisfy applicable vesting conditions placed upon
Restricted Shares, and the Company exercises its right to require the Recipient
to forfeit such unvested Restricted Shares, the Company shall be required to pay
the Recipient an amount not less than:

                           (i) The higher of the original purchase price for
         such forfeited Restricted Shares or the Fair Market Value of such
         forfeited Restricted Shares on the date of the event triggering such
         repurchase rights; or

                           (ii) The original purchase price for such vested
         Restricted Shares; PROVIDED, HOWEVER, that the right to repurchase in
         favor of the Company must lapse at the rate of at least twenty percent
         (20%) per year over five (5) years from the date of grant of the
         Restricted Shares.

                  The payments to be made by the Company to a Recipient for
forfeited Restricted Shares pursuant to Subsection (ii) may only be in the form
of cash or cancellation of purchase money indebtedness with respect to the
purchase of said Restricted Shares by the Recipient, if any, and must be paid no
later than ninety (90) days of the date of termination.

                  (c) RESTRICTIVE LEGEND. Until such time as all conditions
placed upon Restricted Shares lapse, the Plan Committee may place a restrictive
legend on the share certificate representing such Restricted Shares which
evidences said restrictions in such form and subject to such stop instructions
as the Plan Committee shall deem appropriate. The conditions shall similarly
apply to any new, additional or different securities the Recipient may become
entitled to receive with respect to such Restricted Shares by virtue of a stock
split or stock dividend or any other change in the corporate or capital
structure of the Company. The Plan Committee shall also have the right, should
it elect to do so, to require the Recipient to deposit the share certificate for
the Restricted Shares with the Company or its agent, endorsed in blank or
accompanied by a duly executed irrevocable stock power or other instrument of
transfer, until such time as the conditions lapse. The Company shall remove the
legend with respect to any Restricted Shares which become vested.

                  (d) STOCKHOLDER RIGHTS. The Recipient of Restricted Shares
shall have all rights or privileges of a stockholder of the Company with respect
to the Restricted Shares notwithstanding the terms of this Section 7 (with the
exception of Subsection (e) hereof) and, as such, shall be fully entitled to
receive dividends (if any are declared and paid), to vote and to exercise all
other rights of a stockholder with respect to the Restricted Shares.

<PAGE>

                  (e) NON-ASSIGNABILITY. Except as expressly provided in the
underlying consulting agreement or restricted stock agreement, unvested
Restricted Shares may not be Disposed by the Recipient without the prior written
consent of the Company, which consent the Company may withhold in its sole and
absolute discretion, and such purported Disposition shall be null and void AB
INITIO and of no force and effect.

         8. REGISTRATION OF ISSUED SHARES.

                  (a) REGISTRATION OR EXEMPTION FROM REGISTRATION. Unless
expressly stipulated in the underlying consulting agreement or separate option
certificate or agreement, in no event shall the Company be required at any time
to register the Issued Shares under the Securities Act (including, without
limitation, as part of any primary or secondary offering, or pursuant to Form
S-8) or to register or qualify the Issued Shares under the securities laws of
any state or territory (including, without limitation, pursuant to Section 25110
of the California Securities Act).

                  In the event the Company is not required to register or
qualify the Issued Shares, the Issued Shares shall be issued in reliance upon
such exemptions from registration or qualification under federal and state
securities laws, as the case may be, that the Company and its legal counsel, in
their reasonable discretion, shall determine to be appropriate, including,
without limitation:

                           (i) In the case of federal securities laws, any of
         the following, if available: Section 3(b) of the Securities Act for
         Limited Offerings and Rules 504 and/or 505 of Regulation D promulgated
         thereto, and/or Section 4(2) of the Securities Act for private
         offerings and Rule 506 of Regulation D promulgated thereto, and

                           (ii) In the case of California securities laws,
         Section 25102(f) of the California Securities Act of 1968, as amended,
         or, if the Recipient is then a resident of and/or domiciled within
         another state, the requirements of any applicable exemptions from
         registration or qualification afforded by the securities laws of such
         state.

                  If requested by the Company, the Recipient shall provide such
further representations or documents as the Company or its legal counsel, in
their reasonable discretion, deem necessary or advisable in order to effect
compliance with the conditions of any and all of the aforesaid exemptions from
federal or state registration or qualification which it is relying upon, or with
all applicable rules and regulations of any applicable securities exchanges. If
required by the Company, the Recipient shall provide a letter from a purchaser
representative with credentials reasonably acceptable to the Company to the
effect that such purchaser representative has reviewed the Recipient's proposed
investment in the Issued Shares and has determined that an investment in the
Issued Shares: (A) is appropriate in light of the Recipient's financial
circumstances, (B) that the purchaser representative and, if applicable, the
Recipient, have such knowledge and experience in financial and business matters
that the such persons are capable of evaluating the merits and risks of an
investment in the Issued Shares, and (C) that the purchaser representative and,
if applicable, the Recipient, have such business or financial experience to be
reasonably assumed to have the capacity to protect the Recipient's interests in
connection with the purchase of the Issued Shares.

                  In the event the Company is unable to obtain, without undue
burden or expense, such consents or approvals that may be required from any
applicable regulatory authority (or may be deemed reasonably necessary or
advisable by legal counsel for the Company) with respect to the applicable
exemptions from federal or state registration or qualification which the Company
is reasonably relying upon, the Company shall have no obligation under this
Agreement to issue or sell the Issued Shares until such time as such consents or
approvals may be reasonably obtained without undue burden or expense, and the
Company shall be relieved of all liability with respect to its inability to
issue or sell the Issued Shares.

                  (b) LEGEND. In the event the Company delivers unregistered
shares, the Company reserves the right to place a restricted legend on the share
certificate or certificates to comply with the Securities Act and any state and
territory securities laws or any exemption from registration or qualification
thereunder which is being relied upon by the Company.

         9. ADJUSTMENTS.

                  (a) SUBDIVISION OR STOCK DIVIDEND. If outstanding shares of
Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool, and the Option Price of any
outstanding Options in effect immediately prior to such subdivision or at the
record date of such dividend shall, simultaneously with the effectiveness of
such subdivision or immediately after the record date of such dividend, be
proportionately reduced, and conversely, if the outstanding shares of Common
Stock shall be combined into a smaller number of shares, the number of shares of
Common Stock, if any, available for issuance in the Stock Pool, and the Option
Price of any outstanding Option in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  (b) ADJUSTMENT TO OPTION PRICE. When any adjustment is
required to be made in the Option Price, the number of shares purchasable upon
the exercise of any outstanding Option shall be adjusted to that number of
shares determined by: (i) multiplying an amount equal to the number of shares
purchasable upon the exercise of the Option immediately prior to such adjustment
by the Option Price in effect immediately prior to such adjustment, and then
(ii) dividing that product by the Option Price in effect immediately after such
adjustment. PROVIDED, HOWEVER, no fractional shares shall be issued, and any
fractional shares resulting from the computations pursuant to this Section 10
shall be eliminated from the Option.

                  (c) CAPITAL REORGANIZATION OR RECLASSIFICATION; CONSOLIDATION
OR MERGER. In case of any capital reorganization or any reclassification of
Common Stock (other than a recapitalization hereinabove described in Section
10(a), or the consolidation, merger, combination or exchange of shares with
another entity, or the divisive reorganization of the Company, the Recipient
shall thereafter be entitled upon exercise of the Option to purchase the kind
and number of shares of stock or other securities or property of the Company (or
its successor{s}) receivable upon such event by a Recipient of the number of
shares of Common Stock of the Company which such Option entitles the Recipient
to purchase from the Company immediately prior to such event. In every such
case, the Company may appropriately adjust the number of shares of Common Stock
in the Pool which may be issued under the Plan, the number of shares of Common
Stock subject to Options theretofore granted under the Plan, the Option Price of
Options theretofore granted under the Plan, and any and all other matters deemed
appropriate by the Plan Committee.

                  (d) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Plan Committee, whose
determination in that respect shall be final, binding and conclusive.


<PAGE>

                  (e) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this Section 10, (i) the Recipient 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 or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
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 of, or
the Option Price for, the shares. The grant of an Award pursuant to this Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell
or transfer all or any part of its business or assets.

         10. PERFORMANCE ON BUSINESS DAY.

                  In the event the date on which a party to this Plan is
required to take any action under the terms of this Plan is not a business day,
the action shall, unless otherwise provided herein, be deemed to be required to
be taken on the next succeeding business day.

         11. EMPLOYMENT STATUS.

                  In no event shall the granting of an Award be construed as
granting a continued right of employment to a Recipient if such Person is
employed by the Company, nor effect any right which the Company may have to
terminate the employment of such Person, at any time, with or without cause,
except to the extent that such Person and the Company have agreed otherwise in
writing.

         12. NON-LIABILITY FOR DEBTS.

                  No Options granted hereunder, or unvested Restricted Shares
granted hereunder, or any part thereof, shall be liable for the debts,
contracts, or engagements of a Recipient or such Recipient's successors in
interest or shall be subject to disposition by transfer, alienation, or any
other means whether such disposition be voluntary or involuntary or by operation
of law, by judgment, levy, attachment, garnishment, or any other legal or
equitable proceeding (including bankruptcy), and any attempted disposition
thereof shall be null and void AB INITIO and of no further force and effect.

         13. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

                  (a) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board
may amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.

                  (b) MODIFICATION OF TERMS OF OUTSTANDING OPTIONS. Subject to
the terms and conditions and within the limitations of this Plan, the Plan
Committee may modify, extend or renew outstanding Options granted under this
Plan, including vesting conditions, or accept the surrender of outstanding
Options (to the extent not theretofore exercised) and authorize the granting of
new Options in substitution therefor (to the extent not theretofore exercised).
Notwithstanding the foregoing, however, no modification of any outstanding
Option may, without the consent of the Recipient affected thereby, adversely
alter or impair such Recipients rights under such Option.

<PAGE>

                  (c) MODIFICATION OF RESTRICTED SHARE VESTING CONDITIONS.
Subject to the terms and conditions and within the limitations of this Plan,
including vesting conditions, the Plan Committee may modify the conditions
placed upon the grant of any Restricted Shares, PROVIDED, HOWEVER, no
modification of any conditions placed upon Restricted Shares may, without the
consent of the Recipient thereof, adversely alter or impair such Recipient's
rights with respect to such Restricted Shares.

                  (d) COMPLIANCE WITH LAWS. The Plan Committee may at any time
or from time-to-time, without receiving further consideration from any Person
who may become entitled to receive or who has received the grant of an Award
hereunder, modify or amend Awards granted under this Plan as required to: (i)
comport with changes in securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or requirements and/or (ii) ensure that
this Plan is and remains or shall become exempt from the application of any
participation, vesting, benefit accrual, funding, fiduciary, reporting,
disclosure, administration or enforcement requirement of either the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the
corresponding provisions of the Internal Revenue Code of 1986, as amended
(Subchapter D of Title A, Chapter 1 of the Code {encompassing Sections 400 to
420 of the Code}). PROVIDED, HOWEVER, no such modification may, without the
consent of the holder thereof, adversely alter or impair his or her rights with
respect to such Award Shares.

         14. WITHHOLDING TAXES.

                  As a condition of the grant of any Award and/or exercise of
any Option, as the case may be, the Company shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements incident to such grant or
exercise. PROVIDED, HOWEVER, whenever the Company is delivering any shares of
Common Stock the Company may, in its sole discretion, but without obligation to
do so, issue or transfer such shares of Common Stock net of the number of shares
sufficient to satisfy any withholding tax requirements incident to such issuance
or transfer. For withholding tax purposes, the shares of Common Stock shall be
valued on the date the withholding obligation is incurred.


                                    * * * * *