CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                             2003 STOCK OPTION PLAN


     1.  Purposes  of  the  Plan.  The  purposes  of this 2003 Stock Option Plan
are  to  attract  and  retain  the  best  available  personnel  for positions of
substantial  responsibility,  to  provide  additional incentive to Employees and
Consultants  of  the  Company and its Subsidiaries and to promote the success of
the  Company's business.  Options granted under this Plan may be incentive stock
options  (as  defined  under  Section  422  of  the  Code) or nonqualified stock
options, as determined by the Option Committee at the time of grant of an option
and subject to the applicable provisions of Section 422 of the Code, as amended,
and  the  regulations  promulgated  thereunder.

     2.  Definitions.  As  used  herein,  the following definitions shall apply:

          2.1  "Option  Committee"  means  the  Board  or any of its committees,
as applicable, that is administering the Plan pursuant to Section 4 of the Plan.

          2.2  "Board"  means  the  Board  of  Directors  of  the  Company.

          2.3  "Code"  means  the  Internal  Revenue  Code  of 1986, as amended.

          2.4  "Company"  means  Consortium  Service  Management Group, Inc., an
Oklahoma  corporation.

          2.5  "Consultant"  means  any  consultant or advisor to the Company or
any Parent or Subsidiary and any director of the Company whether compensated for
such  services  or  not,  but  not  including  any  Employee.

          2.6  "Continuous  Status  as  an  Employee"  means  the absence of any
interruption or termination of the employment relationship by the Company or any
Subsidiary.  Continuous   Status  as  an   Employee  shall   not  be  considered
interrupted  in  the  case  of:  (i) any leave of absence approved by the Board,
including  sick  leave,  military  leave, or any other personal leave; provided,
however,  that  for  purposes  of  Incentive  Stock Options, such leave is for a
period of not more than 90 days, unless reemployment upon the expiration of such
leave  is  guaranteed  by  contract  or  statute,  or  unless provided otherwise
pursuant  to  Company  policy  adopted from time to time; or (ii) in the case of
transfers  between  locations  of  the  Company  or  between  the  Company,  its
Subsidiaries  or  its  successors.

                                                                   Exhibit 10.21
                                                              Page 1 of 17 Pages
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          2.7  "Employee"  means  any  person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of  a  director's  fee  by  the  Company  shall  not be sufficient to constitute
"employment"  by  the  Company.

          2.8  "Exchange  Act"  means  the  Securities  Exchange Act of 1934, as
amended.

          2.9  "Fair  Market  Value"  means,  as of any date, the value of Stock
determined  as  follows:

               2.9.1  If  the  Stock 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  ("NASDAQ")  System,  its Fair Market Value shall be the closing sales
price  for  such stock (or the closing bid, if no sales were reported, as quoted
on  such  system or exchange or the exchange with the greatest volume of trading
in  Stock for the last market trading day prior to the time of determination) as
reported in the Wall Street Journal or such other source as the Option Committee
deems  reliable;

               2.9.2  If  the  Stock  is quoted on the NASDAQ System (but not on
the  National  Market  System  thereof)  or  regularly  quoted  by  a recognized
securities  dealer  but  selling  prices are not reported, its Fair Market Value
shall  be  the  mean  between  the  high  and low asked prices for the Stock; or

               2.9.3  In the absence of an established market for the Stock, the
Fair  Market  Value  thereof  shall  be  determined  in good faith by the Option
Committee.

          2.10  "Incentive  Stock  Option"  means  an Option intended to qualify
as  an  incentive  stock  option  within the meaning of Section 422 of the Code.

          2.11  "Nonqualified  Stock  Option"  means  an  Option not intended to
qualify  as  an  Incentive  Stock  Option.

          2.12  "Option"  means  a  stock  option  granted pursuant to the Plan.

          2.13  "Optioned  Stock"  means  the  Stock  subject  to  an  Option.

          2.14  "Optionee"  means  an  Employee  or  Consultant  who receives an
Option.

          2.15  "Parent"   means  a   "parent  corporation,"   whether  now   or
hereafter  existing,  as  defined  in  Section  424(e)  of  the  Code.

                                                                   Exhibit 10.21
                                                              Page 2 of 17 Pages
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          2.16  "Plan"  means  this  2003  Stock  Option  Plan.

          2.17  "Share"  means  a  share of the Stock, as adjusted in accordance
with  Section  13  of  the  Plan.

          2.18  "Stock"  means  the  Common Stock, par value $.001 per share, of
the  Company.

          2.19  "Subsidiary"  means  a  "subsidiary  corporation,"  whether  now
or  hereafter  existing,  as  defined  in  Section  424(f)  of  the  Code.

     3.  Stock  Subject  to  the  Plan.  Subject to the provisions of Section 13
of  the  Plan,  the  maximum number of shares of Stock which may be optioned and
sold  under  the  Plan  is  1,000,000 shares.  The shares may be authorized, but
unissued,  or  reacquired  Stock.  If  an  Option  should  expire  or  become
unexercisable  for  any  reason  without  having  been  exercised  in  full, the
unpurchased  Shares which were subject thereto shall, unless the Plan shall have
been  terminated,  become  available  for  future  grant  under  the  Plan.

     4.  Administration  of  the  Plan.

          4.1  Administration  By  Board  or  Committee.  The  Plan  shall  be
administered  by  (a)  the  Board  or (b) a committee designated by the Board to
administer the Plan, which committee shall be constituted in such a manner as to
permit  the Plan to comply with Rule 16b-3 promulgated under the Exchange Act or
any  successor thereto ("Rule 16b-3") with respect to a plan intended to qualify
thereunder  as  a  discretionary  plan.  Once  appointed,  such  committee shall
continue  to  serve  in  its designated capacity until otherwise directed by the
Board.  From  time  to time the Board may increase the size of the committee and
appoint  additional  members thereof, remove members (with or without cause) and
appoint  new  members  in substitution therefor, fill vacancies, however caused,
and  remove  all members of the committee and thereafter directly administer the
Plan,  all to the extent permitted by Rule 16b-3 with respect to a plan intended
to  qualify  thereunder  as  a  discretionary  plan.

          4.2  Limitation  on  Administration  by  Board.   Notwithstanding  the
foregoing,  the  Plan  shall not be administered by the Board if (a) the Company
and  its  officers and directors are then subject to the requirements of Section
16  of  the  Exchange  Act  and (b) the Board's administration of the Plan would
prevent  the  Plan  from  complying  with  Rule  16b-3.

          4.3  Multiple  Administrative  Bodies.  If  permitted  by  Rule 16b-3,
the  Plan  may  be  administered  by different bodies with respect to directors,
non-director  officers  and  Employees  who  are neither directors nor officers.

                                                                   Exhibit 10.21
                                                              Page 3 of 17 Pages
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          4.4  Powers  of  the  Option  Committee.  Subject to the provisions of
the  Plan  and in, the case of a committee, the specific duties delegated by the
Board  to  such committee, the Option Committee shall have the authority, in its
discretion:

               4.4.1  to  determine  whether and to what extent Options shall be
granted  hereunder;

               4.4.2  to  select the officers, Consultants and Employees to whom
Options  may  from  time  to  time  be  granted  hereunder;

               4.4.3  to  determine  the number of shares of Stock to be covered
by  each  such  award  granted  hereunder;

               4.4.4  to  determine  the  Fair  Market  Value  of  the Stock, in
accordance  with  Section  2.9  of  the  Plan;

               4.4.5  to  approve  forms  of  agreement  for use under the Plan;

               4.4.6  to  determine  the  terms and conditions, not inconsistent
with  the  terms of the Plan, of any award granted hereunder (including, but not
limited to, the per share exercise price for the Shares to be issued pursuant to
the  exercise  of  an  Option and any restriction or limitation, or any vesting,
acceleration  or waiver of forfeiture restrictions regarding any Option or other
award  and/or  the  shares of Stock relating thereto, based in each case on such
factors  as  the  Option  Committee  shall  determine,  in its sole discretion);

               4.4.7  to  determine  whether  and  under  what  circumstances an
Option  may  be  bought-out  for  cash  under  subsection  10.4;

               4.4.8     to  determine  whether,  to  what extent and under what
circumstances  Stock  and  other  amounts payable with respect to an award under
this  Plan  shall  be  deferred  either  automatically or at the election of the
participant  (including providing for and determining the amount, if any, of any
deemed  earnings  on  any  deferred  amount  during  any  deferral  period); and

               4.4.9  to  reduce  the  exercise  price of any Option to the then
current  Fair Market Value if the Fair Market Value of the Stock covered by such
Option  shall  have  declined  since  the  date  the  Option  was  granted.

          4.5  Effect  of   Option   Committee's   Decision.    All   decisions,
determinations  and  interpretations  of the Option Committee shall be final and
binding  on  all  Optionees  and  any other holders of any Options.  Neither the

                                                                   Exhibit 10.21
                                                              Page 4 of 17 Pages
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Board,  the  Committee,  nor  any  member  thereof  shall be liable for any act,
omission,  interpretation, construction or determination made in connection with
the  Plan in good faith, and the members of the Board and of the Committee shall
be  entitled  to  indemnification and reimbursement by the Company in respect of
any claim, loss, damage or expense (including counsel fees) arising therefrom to
the  full  extent  permitted  by  law.

     5.  Eligibility.

          5.1  Nonqualified  Stock  Options  may  be  granted  to  Employees and
Consultants.  Incentive  Stock  Options  may  be  granted only to Employees.  An
Employee  or  Consultant  who has been granted an Option may, if he is otherwise
eligible,  be  granted  an  additional  Option  or  Options.

          5.2  Each  Option  shall   be   designated   in   the  written  option
agreement  as  either  an Incentive Stock Option or a Nonqualified Stock Option.
However, notwithstanding such designations to the extent that the aggregate Fair
Market Value of the Shares with respect to which Options designated as Incentive
Stock  Options  are  exercisable  for  the first time by any Optionee during any
calendar  year  (under  all  plans  of  the Company or any Parent or Subsidiary)
exceeds  $100,000,  such  excess  Options shall be treated as Nonqualified Stock
Options.  For  this purpose, Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market Value of the Shares
shall  be  determined  as  of the time the Option with respect to such Shares is
granted.

          5.3  The  Plan  shall  not  confer  upon  any  Optionee any right with
respect  to  continuation  of  employment  or  consulting  relationship with the
Company, nor shall it interfere in any way with his right or the Company's right
to  terminate  his  employment  or  consulting relationship at any time, with or
without  cause,  unless  otherwise  agreed  in  writing  by the Company and such
Optionee.

     6.  Term  of  Plan.  The  Plan  shall become effective upon its adoption by
the  Board of Directors subject only to approval by the holders of a majority of
the outstanding Shares within 12 months after such date.  Should the Plan not be
approved  by a vote of shareholders as specified above, the Plan shall terminate
12 months after the effective date, all options issued prior to that termination
date  shall  continue in effect but without the benefits that would accrue under
the  Code  or  the  Act  from  such  shareholder  approval.  Otherwise, it shall
continue  in  effect until ten years from the effective date, unless extended by
the  Board  or  sooner  terminated  under  Section 15 of the Plan.  No grants of
Options  will  be  made  pursuant  to  the  Plan  after termination of the Plan.

                                                                   Exhibit 10.21
                                                              Page 5 of 17 Pages
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     7.  Term  of  Option.  The  term of each Option shall be the term stated in
the  Option Agreement; provided, however, that in the case of an Incentive Stock
Option,  the terms shall be no more than 10 years from the date of grant thereof
or  such  shorter  term as may be provided in the Option Agreement.  However, in
the  case  of  an  Option  granted to an Optionee who, at the time the Option is
granted,  owns  Stock  representing  more  than  10%  of the voting power of all
classes  of  stock  of  the Company or any Parent or Subsidiary, the term of the
Option  shall  be five years from the date of grant thereof or such shorter term
as  may  be  provided  in  the  Option  Agreement.

     8.  Option  Exercise  Price  and  Consideration.

          8.1  The  per  share  exercise  price  for  the  Shares  to  be issued
pursuant  to  exercise  of an Option shall be such price as is determined by the
Option  Committee;  provided,  however,  that  as  to  an  Incentive  Option:

               8.1.1  granted  to  an  Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more than 10% of the voting
power  of  all  classes of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be no less than 110% of the Fair Market Value per
Share  on  the  date  of  grant.

               8.1.2  granted  to  any  Employee,  the  per Share exercise price
shall  be  no  less  than 100% of the Fair Market Value per Share on the date of
grant.

          8.2  The  consideration  to  be  paid for the Shares to be issued upon
exercise  of  an  Option  may  be  paid by certified or cashier's check.  In the
discretion  of  the  Option  Committee  as set forth in the Option Agreement or,
except  for  Incentive  Options, determined at the time of exercise, payment may
also  be  made  by  any  or  all  of  the  following:

               8.2.1  check,

               8.2.2  promissory  note,

               8.2.3  other  shares  of the Company's capital stock which (a) in
the  case  of shares of the Company's capital stock acquired upon exercise of an
Option  either  have  been owned by the Optionee for more than six months on the
date  of  surrender  or  were  not  acquired,  directly  or indirectly, from the
Company,  and (b) have a Fair Market Value on the date of surrender equal to the
aggregate  exercise price of the Shares to which said Option shall be exercised,

                                                                   Exhibit 10.21
                                                              Page 6 of 17 Pages
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               8.2.4  authorization  for  the  Company  to retain from the total
number  of  Shares  as  to  which  the Option is exercised that number of Shares
having  a  Fair Market Value on the date of exercise equal to the exercise price
for  the  total  number  of  Shares  as  to  which  the  Option  is  exercised,

               8.2.5  delivery  of  a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company the
amount  of  sale  or  loan  proceeds  required  to  pay  the  exercise price, or

               8.2.6  such  other  consideration  and  method of payment for the
issuance  of  Shares  to  the  extent  permitted  under  applicable  laws.

     9.  Limitation  on  Exercise.  The  following  limitations  on  exercise of
Options shall apply to all Incentive Options and, except to the extent waived by
the  Option  Committee and stated in the Option Agreement, to all other Options.

          9.1  Termination  of  Employment.  In  the  event of termination of an
Optionee's relationship as a Consultant (unless such termination is for purposes
of  becoming  an  Employee  of  the  Company) or on termination of an Optionee's
Continuous  Status  as  an  Employee with the Company (as the case may be), such
Optionee  may,  but  only within 90 days (or, as to Options other than Incentive
Options,  such  longer  period of time as is determined by the Option Committee)
after  the  date  of such termination, but in no event later than the expiration
date  of  the term of such Option as set forth in the Option Agreement, exercise
his  Option  to the extent that Optionee was entitled to exercise it at the date
of  such  termination.  To the extent that Optionee was not entitled to exercise
the  Option  at  the  date of such termination, or if Optionee does not exercise
such  Option  to  the  extent  so entitled within the time specified herein, the
Option  shall  terminate.

          9.2  Disability  of  Optionee.  Notwithstanding  the  provisions  of
Section  9.1 above, in the event of termination of an Optionee's relationship as
a  Consultant  or  Continuous Status as an Employee as a result of his total and
permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may,
but  only  within  12  months  from the date of such termination and in no event
later  than  the  expiration date of the term of such Option as set forth in the
Option  Agreement,  exercise  the  Option  to  the  extent otherwise entitled to
exercise  it  at  the date of such termination.  To the extent that Optionee was
not  entitled  to exercise the Option at the date of termination, or if Optionee
does  not  exercise  such  Option  to  the  extent  so  entitled within the time
specified  herein,  the  Option  shall  terminate.

          9.3  Death  of  Optionee.  In  the  event of the death of an Optionee,

                                                                   Exhibit 10.21
                                                              Page 7 of 17 Pages
<PAGE>

the  Option may be exercised, at any time within 12 months following the date of
death (but in no event later than the expiration date of the term of such Option
as  set  forth in the Option Agreement), by the Optionee's estate or by a person
who  acquired  the  right  to exercise the Option by bequest or inheritance, but
only  to the extent the Optionee was entitled to exercise the Option at the date
of  death.  To  the  extent  that  the Optionee was not entitled to exercise the
Option  at  the  date of termination, or if the Optionee's estate (or such other
person  who  acquired  the  right to exercise the Option) does not exercise such
Option  to  the  extent so entitled within the time specified herein, the Option
shall  terminate.

     10.  Exercise  of  Option.

          10.1  Procedure  for  Exercise;  Rights  as  a  Stockholder. An Option
shall  be deemed to be exercised, and the Optionee deemed to be a stockholder of
the  Shares  being purchased upon exercise, when written notice of such exercise
has  been given to the Company in accordance with the terms of the Option by the
person  entitled  to  exercise  the  Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company.  Full
payment may, as authorized by the Board, consist of any consideration and method
of  payment  allowable  under  Section  8.2  of  the Plan.  An Option may not be
exercised  for  a  fraction  of  a  Share.

          10.2  Effect  on  Number  of  Shares.  Exercise  of  an  Option in any
manner  shall  result in a decrease in the number of shares which thereafter may
be  available,  both  for purposes of the Plan and for sale under the Option, by
the  number  of  Shares  as  to  which  the  Option  is  exercised.

          10.3  Rule  16b-3.  Options  granted  to  persons  subject  to Section
16(b) of the Exchange Act must comply with the Rule 16b-3 and shall contain such
additional  conditions or restrictions as may be required  thereunder to qualify
for  the  maximum  exemption from Section 16 of the Exchange Act with respect to
Plan  transactions.

          10.4  Buyout  Provisions.  The  Option  Committee  may  at  any  time
offer  to buy out for a payment in cash or Shares, an Option previously granted,
based  on  such terms and conditions as the Option Committee shall establish and
communicate  to  the  Optionee  at  the  time  that  such  offer  is  made.

     11.  Non-Transferability  of  Options.  The  Options  may  not  be  sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than  by  will  or  by the laws of descent or distribution and may be exercised,
during  the  lifetime  of  the  Optionee,  only  by  the  Optionee.

                                                                   Exhibit 10.21
                                                              Page 8 of 17 Pages
<PAGE>

     12.  Stock  Withholding  to  Satisfy  Withholding  Tax  Obligations.

          12.1  At  the  discretion  of  the  Option  Committee,  Optionees  may
satisfy  withholding  tax  obligations  as  provided in this paragraph.  When an
Optionee  incurs tax liability in connection with an Option, which tax liability
is  subject  to  tax  withholding under applicable tax laws, and the Optionee is
obligated  to pay the Company an amount required to be withheld under applicable
tax laws, the Optionee may satisfy the withholding tax obligation by electing to
have  the  Company  withhold  from  the Shares to be issued upon exercise of the
Option,  that  number  of  Shares having a Fair Market Value equal to the amount
required  to  be  withheld.  The  Fair Market Value of the Shares to be withheld
shall  be  determined on the date that the amount of tax to be withheld is to be
determined  (the  "Tax  Date").

          12.2  All  elections  by  an Optionee to have Shares withheld for this
purpose  shall  be  made in writing in a form acceptable to the Option Committee
and  shall  be  subject  to  the  following  restrictions:

               12.2.1  the  election  must be made on or prior to the applicable
Tax  Date;

               12.2.2  once  made,  the  election shall be irrevocable as to the
particular  Shares  of  the  Option  as  to  which  the  election  is  made;

               12.2.3  all  elections  shall  be  subject  to  the  consent  or
disapproval  of  the  Option  Committee;  and

               12.2.4  if  the  Optionee  is subject to Rule 16b-3, the election
must comply with the applicable provisions of Rule 16b-3 and shall be subject to
such  additional  conditions  or  restrictions  as may be required thereunder to
qualify  for  the  maximum  exemption  from  Section 16 of the Exchange Act with
respect  to  Plan  transactions.

          12.3  In  the event the election to have Shares withheld is made by an
Optionee,  the Tax Date is deferred under Section 83 of the Code and no election
is  filed  under  Section 83(b) of the Code, the Optionee shall receive the full
number of Shares with respect to which the Option is exercised but such Optionee
shall  be  unconditionally  obligated  to  tender back to the Company the proper
number  of  Shares  on  the  Tax  Date.

     13.  Changes  in  the  Company's  Capital  Structure.    The  existence  of
outstanding  Options  shall  not  affect  in  any  way the right or power of the
Company  or  its  stockholders  to  make  or  authorize  any or all adjustments,

                                                                   Exhibit 10.21
                                                              Page 9 of 17 Pages
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recapitalizations,  reorganizations  or  other  changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue  of  bond,  debentures,  preferred  or  prior preference stock ahead of or
affecting  the Stock or the rights thereof, or the dissolution or liquidation of
the  Company,  or  any  sale  or  transfer  of  all or any part of its assets or
business,  or  any  other  corporate  act  or  proceeding,  whether of a similar
character  or  otherwise;  subject  to  the  following:

          13.1  If  the  Company  shall effect a subdivision or consolidation of
shares  or other capital readjustment, the payment of a stock dividend, or other
increase  or reduction of the number of shares of the Stock outstanding, without
receiving  compensation  therefor  in  money, services or property, then (a) the
number,  class,  and  per  share price of shares of Stock subject to outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an  Optionee  to receive upon exercise of an Option, for the same aggregate cash
consideration,  the  same  total  number  and  class  of shares as he would have
received  had  he  exercised  his  Option; (b) the number and class of shares of
Stock  then  reserved  for  issuance  under  the  Plan  shall  be  adjusted  by
substituting  for  the  total  number and class of shares of Stock then reserved
that  number  and  class of shares of stock that would have been received by the
owner  of  an  equal  number of outstanding shares of each class of Stock as the
result  of  the  event  requiring  the  adjustment.

          13.2  Unless  otherwise  expressly  provided  in  an Option Agreement,
upon  a  Corporate  Change (as defined below), notwithstanding any other term of
this  Plan,  any  and  all  outstanding Options not fully vested and exercisable
shall vest in full and be immediately exercisable, and any other restrictions on
such  Options  including,  without   limitation,   requirements  concerning  the
achievement  of  specific  goals  shall terminate.  The foregoing shall apply to
Incentive  Options,  unless stated to the contrary in the Option Agreement, even
though the effect may be to convert part of the Option to a Nonqualified Option.

          13.3  As  used  in  this Plan, a "Corporate Change" shall be deemed to
have occurred upon, and shall mean (a) the acquisition by any individual, entity
or  group  (within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act)  (a  "Person"),  of  beneficial ownership (within the meaning of Rule 13d-3
promulgated  under  the  Exchange  Act)  of  80%  or more of either (i) the then
outstanding  shares  of  Stock  of  the Company (the "Outstanding Company Common
Stock")  or  (ii)  the  combined  voting  power  of  the then outstanding voting
securities  of  the  Company  entitled  to  vote  generally  in  the election of
directors (the "Outstanding Company Voting Securities"); provided, however, that
the  following  transactions  shall  not  constitute a Corporate Change: (u) any
acquisition  by  virtue  of  the  conversion  of  preferred stock of the Company
outstanding  on  the  effective date hereof; (v) customary transactions with and
between  underwriters  and  selling  group  members  with respect to a bona fide

                                                                   Exhibit 10.21
                                                             Page 10 of 17 Pages
<PAGE>

public  offering  of  securities,  (w) any acquisition directly from the Company
(excluding  an acquisition by virtue of the exercise of a conversion privilege),
(x)  any acquisition by the Company, (y) any acquisition by any employee benefit
plan(s)  (or  related  trust(s))  sponsored  or maintained by the Company or any
corporation  controlled  by  the  Company  or  (z) any acquisition by any entity
pursuant to a reorganization, merger or consolidation, if, immediately following
such reorganization, merger or consolidation the conditions described in clauses
(i),  (ii)  and  (iii) of clause (b) of this paragraph are satisfied; or (b) the
approval  by  the  stockholders  of  the  Company of a reorganization, merger or
consolidation,  in  each case, unless immediately following such reorganization,
merger or consolidation (i) more than 60% of, respectively, the then outstanding
shares  of common stock (or other equivalent securities) of the entity resulting
from  such reorganization, merger or consolidation and the combined voting power
of  the  then  outstanding  voting  securities  of  such entity entitled to vote
generally in the election of directors (or other similar governing body) is then
beneficially  owned,  directly or indirectly, by all or substantially all of the
individuals  and  entities  who were the beneficial owners, respectively, of the
Company Common Stock and Outstanding Company Voting Securities immediately prior
to  such  reorganization,  merger  or  consolidation  in  substantially the same
proportions as their ownership, immediately prior to such reorganization, merger
or consolidation of the Outstanding Company Common Stock and Outstanding Company
Voting  Securities,  as  the case may be, (ii) no Person (excluding the Company,
any  employee  benefit  plan(s)  (or related trust(s)) of the Company and/or its
subsidiaries  or  such  entity  resulting  from  such  reorganization, merger or
consolidation  and  any  Person  beneficially  owning, immediately prior to such
reorganization,  merger or consolidation, directly or indirectly, 80% or more of
the  Outstanding  Company Common Stock or Outstanding Company Voting Securities,
as  the  case may be) beneficially owns, directly or indirectly, 80% or more of,
respectively,  the  then outstanding shares of common stock (or other equivalent
securities)  of  the  entity  resulting  from  such  reorganization,  merger  or
consolidation  or  the  combined  voting  power  of  the then outstanding voting
securities  of  such  entity  entitled  to  vote  generally  in  the election of
directors (or other similar governing body) and (iii) at least a majority of the
members  of  the  board  of  directors  (or other similar governing body) of the
entity  resulting from such reorganization, merger or consolidation were members
of  the  Incumbent  Board (as defined below) at the time of the execution of the
initial  agreement  providing  for such reorganization, merger on consolidation.
The "Incumbent Board" shall mean individuals who as of the effective date hereof
constitute  the  Company's  Board  of  Directors;  provided,  however,  that any
individual  becoming  a  director  subsequent  to  such  date whose election, or
nomination for election by the Company's stockholders, was approved by a vote of

                                                                   Exhibit 10.21
                                                             Page 11 of 17 Pages
<PAGE>

at  least  a majority of the directors then comprising the Incumbent Board shall
be  considered  as  though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either (i) an actual or threatened election contest
(as  such  terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act), or an actual or threatened solicitation of proxies or consents by
or  on  behalf of a Person other than the Company's Board of Directors or (ii) a
plan or agreement to replace a majority of the members of the Board of Directors
then  comprising  the  Incumbent  Board.

          13.4  The  Company  intends  that  this  Section shall comply with the
requirements  of  Rule  16b-3  and  any future rules promulgated in substitution
therefor  under  the  Exchange  Act  during  the  term  of the Plan.  Should any
provision  of  this  Section not be necessary to comply with the requirements of
Rule  16b-3 or should any additional provisions be necessary for this Section to
comply with the requirements of Rule 16b-3, the Board of Directors may amend the
Plan  to  add  to  or  modify  the  provisions  of  the  Plan  accordingly.

          13.5  Except  as  hereinbefore  expressly  provided,  the issue by the
Company  of  shares of stock of any class, or securities convertible into shares
of  stock  of  any  class, for cash or property, or for labor or services either
upon  direct  sale  or  upon  the  exercise  of  rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into  such  shares  or  other securities, shall not affect, and no adjustment by
reason  thereof  shall  be  made with respect to, the number, class, or price of
shares  of  Stock  then  subject  to  outstanding  Options.

     14.  Time  of  Granting  Options.  The  date  of  grant of an Option shall,
for  all  purposes,  be  the  date  on  which  the  Option  Committee  makes the
determination  granting  such Option, or such other date as is determined by the
Option  Committee.  Notice  of the determination shall be given to each Employee
or Consultant to whom an Option is so granted within a reasonable time after the
date  of  such  grant.

     15.  Amendment  and  Termination  of  the  Plan.

          15.1  Amendment  and  Termination.  The  Board  may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or  discontinuation  shall be made which would impair the rights of any Optionee
under  any  grant theretofore made, without his or her consent.  In addition, to
the  extent necessary and desirable to comply with Rule 16b-3 under the Exchange
Act  or with Section 422 of the Code (or any other applicable law or regulation,

                                                                   Exhibit 10.21
                                                             Page 12 of 17 Pages
<PAGE>

including  the  applicable  requirements  of  the  NASD  or an established stock
exchange),  the  Company shall obtain stockholder approval of any Plan amendment
in  such  a  manner  and  to  such  a  degree  as  required.

          15.2  Effect  of  Amendment  or  Termination.  Any  such  amendment or
termination  of  the  Plan  shall  not  affect  Options already granted and such
Options  shall  remain  in  full  force  and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

     16.  Conditions  Upon  Issuance  of  Shares.

          16.1  Shares  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
Exchange  Act,  the  rules  and  regulations  promulgated  thereunder,  and  the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to  such  compliance.

          16.2  As  a  condition  to  the exercise of an Option, the Company may
require  the  person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without  any  present  intention  to  sell  or distribute such Shares if, in the
opinion  of counsel for the Company, such a representation is required by any of
the  aforementioned  relevant  provisions  of  law.

     17.  Reservation  of  Shares.  The  Company,  during the term of this Plan,
will  at  all times reserve and keep available such number of Shares as shall be
sufficient  to  satisfy  the  requirements  of  the  Plan.

     18.  Information  to  Optionees.   The  Company   shall  provide   to  each
Optionee,  during  the  period  for  which such Optionee has one or more Options
outstanding,  copies  of  all  annual  reports  and  other information which are
generally provided to all stockholders of the Company.  The Company shall not be
required  to provide such information to persons whose duties in connection with
the  Company  assure  their  access  to  equivalent  information.

     19.  Governing  Law;  Construction.  All  rights  and obligations under the
Plan  shall  be governed by, and the Plan shall be construed in accordance with,
the  laws of the State of Texas without regard to the principals of conflicts of
laws.  Titles  and  headings  to  Sections  herein are for purposes of reference

                                                                   Exhibit 10.21
                                                             Page 13 of 17 Pages
<PAGE>

only,  and  shall  in  no  way  limit, define or otherwise affect the meaning or
interpretation  of  any  provisions  of  the  Plan.

     ADOPTED  by  the  Directors  on  May  8,  2003.

     APPROVED  by  the  Shareholders  on  ______________,  200____.
































                                                                   Exhibit 10.21
                                                             Page 14 of 17 Pages

<PAGE>
                    CONSORTIUM SERVICE MANAGEMENT GROUP, INC.
                             STOCK OPTION AGREEMENT

     THIS  STOCK  OPTION  AGREEMENT  (the  "Agreement") is made this ____ day of
[___________],  [200__]  (the  "Date  of  Grant"),  between  CONSORTIUM  SERVICE
MANAGEMENT  GROUP,  INC.,  a  Texas  corporation  (the  "Company"),  and
[________________________________________],  a  resident  of ______________ (the
"Optionee").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  under the terms and conditions of the Company's 2003 Stock Option
Plan  (the  "Plan"),  a  copy  of  which  is  attached hereto, Optionee has been
granted,  effective  the  Date  of  Grant,  an  option to purchase shares of the
Company's  Common  Stock,  $0.001  par  value  ("Common  Stock");

     WHEREAS,  the  Company  considers  that  its  interests  will  be served by
granting  Optionee an option to purchase shares of Common Stock as an inducement
for  Optionee's  continued and effective performance of services to the Company;

     NOW,  THEREFORE,  in  consideration  of the covenants and agreements herein
contained,  the  parties  hereto  hereby  agree  as  follows:

     1.  Subject  to  the  terms  and conditions set forth in this Agreement and
in  the  Plan,  which  is  hereby  incorporated herein by reference, the Company
hereby  grants  to Optionee the option (the "Option") to purchase up to, but not
exceeding  in  the aggregate, [______________] shares of Common Stock at a price
of  $[______]  per share (the "Option Price"), subject to adjustment as provided
in  Section  13  of  the  Plan.

     2.  The  type  of  Option  and  term  are  as  indicated  below:

     This  Option  is  intended  to  be  an  "incentive stock option" within the
          meaning  of  Section  422A  of  the  Internal Revenue Code of 1986, as
          amended,  is  issued to Optionee as an Employee and shall extend for a
          maximum  term  of  10  years  from  the  Date  of  Grant.

     This  Option  is  not intended to be an "incentive stock option" within the
          meaning  of  Section  422A  of  the  Internal Revenue Code of 1986, as
          amended,  is  issued  to  Optionee  as  an:

               Employee

               Consultant  providing  services  as  _________

                                                                   Exhibit 10.21
                                                             Page 15 of 17 Pages
<PAGE>

     3.  The  Option  may  be  exercised  in  whole  or  in  part  as  follows:

          3.1     The  Option  may  be  exercised on [_______________ Date] with
respect  to  [________] of the aggregate number of shares subject to the Option;

          3.2     After  the  expiration  of each annual anniversary of the date
set  forth  in  paragraph  3.1,  the  Option may be exercised with respect to an
additional  [_________] of the aggregate number of shares subject to the Option,
so  that  after the expiration of the [______] anniversary of the date set forth
in  paragraph  3.1,  the  Option  shall  be  exercisable  in  full;

          3.3     To  the extent not exercised, installments shall be cumulative
and  may  be  exercised  in  whole  or  in  part  until  the  Option  expires.

     4.  Exercise  of  the  Option  by  Optionee  shall  be made pursuant to the
terms  of  Section  10  of  the  Plan.

     5.  Upon  severance  of  the  affiliation  of  Optionee  with  the Company,
including  due to death, the Option shall terminate in accordance with Section 9
of  the  Plan.

     6.  As  indicated  below,  this  option  is or is not subject to additional
terms  set  forth  on Exhibit A hereto, which terms shall supersede any contrary
provision  of  the  Agreement but shall not supersede any mandatory provision of
the  Plan:

         ______Exhibit  A  attached.

         ______No  Exhibit  A.

     7.  The  Option  shall  not  be  transferable by Optionee otherwise than by
will  or  under  the laws of descent and distribution or pursuant to a qualified
domestic  relations  order,  and shall be exercisable during Optionee's lifetime
only  by  Optionee.

     8.  The  Option  shall  not  be  exercisable  until  compliance  with  all
applicable  laws.

     9.  This  Agreement  may  not  be  modified  or  terminated  except  by  an
agreement  in  writing  signed by the party against whom enforcement of any such
modification  or  termination  is  sought.

     10.  The  grant  of  the  Option imposes no obligation on the Company to be
affiliated with or continue to be affiliated with Optionee; and the right of the
Company  to  terminate  the  affiliation  of Optionee shall not be diminished or
affected  by  reason  of  the fact that the Option has been granted to Optionee.

                                                                   Exhibit 10.21
                                                             Page 16 of 17 Pages
<PAGE>

     11.  Optionee  shall  not  have any rights as a stockholder with respect to
any  shares  covered  by  the  Option  until  the  date  of  issuance of a stock
certificate  or  certificates  to  Optionee for such shares following Optionee's
exercise  of  the  Option,  in  whole  or  in  part,  pursuant  to its terms and
conditions  and  payment  for  the  shares.

     12.  In  the  event  of  any difference of opinion between Optionee and the
Company  concerning  the meaning or effect of the Plan, such difference shall be
resolved  by  the  Board  of  Directors  of  the  Company.

     13.  The  validity,  construction  and  performance of this Agreement shall
be  governed by and construed in accordance with the laws of the State of Texas.
The  invalidity of any provision of this Agreement shall not affect the validity
of  any  other  provision.

     14.  All  offers,  notices,  demands,  requests,  acceptances  or  other
communications  hereunder shall be in writing to the following addresses or such
other  address  as either party may hereafter designate in writing to the other:

     If  to  the  Company:               If  to  the  Optionee:

     Consortium  Service  Management
          Group,  Inc.                   _______________________________________
     701  CCNB  North  Tower             _______________________________________
     500  North  Shoreline               _______________________________________
     Corpus  Christi,  TX  78471

     15.  This  Agreement  shall,  except  as  herein  stated  to  the contrary,
inure  to  the  benefit  of  and  be  binding  upon  the  legal representatives,
successors  and  assigns  of  the  parties  hereto.

     IN  WITNESS WHEREOF, this Agreement has been duly executed and delivered as
of  the  day  and  year  first  above  written.

 CONSORTIUM  SERVICE  MANAGEMENT
     GROUP,  INC.                                OPTIONEE:



By:_______________________                       Signature  ____________________
    Donald  S.  Robbins,  President



                                                                   Exhibit 10.21
                                                             Page 17 of 17 Pages