Stock Option Plan

2002 Stock Option Plan

by Uscorp
June 13th, 2002

                                                                    EXHIBIT 10.2
                                     USCORP

                             2002 STOCK OPTION PLAN


                                   ARTICLE I

                                    PURPOSE

USCorp (the "Company") has  established  this "USCorp 2002 Stock Option Plan" in
order to encourage the  acquisition of a proprietary  interest in the Company by
certain key employees and  directors of the Company and its  affiliates,  and by
certain  consultants,  advisors  and other  persons who provide  services to the
Company and its  affiliates.  Such a  proprietary  interest in the Company  will
provide such  persons  with a direct stake in the future  welfare of the Company
and strengthen  their  commitment to remain  employed by or associated  with the
Company and its  affiliates.  It is also expected  that the Plan will  encourage
qualified  persons  to seek and accept  employment  by or  association  with the
Company and its affiliates.  To accomplish the foregoing,  the Plan contemplates
the grant of Incentive  Stock  Options and  Nonqualified  Stock  Options (all as
hereinafter defined) to such persons.

                                   ARTICLE II

                                  DEFINITIONS

     Section 2.1  Definitions.  Whenever used in this Plan, the following  terms
shall have the respective meanings set forth in this Section 2.1.

"Affiliate"  means a corporation  which is a parent  corporation or a subsidiary
corporation  (within the meaning of Section 424 of the Code) with respect to the
Company.

"Associate" means a person who is associated with the Company as a Director,  or
as a consultant, advisor or other service provider but who is not an Employee.

"Board" means the board of directors of the Company.

"Business  Day"  means any day on which  banks  within  the State of Nevada  are
required to be opened for business.

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

"Committee"  means the Board;  provided,  however,  that if a committee has been
delegated  authority  pursuant to Section 3.1 to manage and administer the Plan,
then Committee means such committee.

"Director" means a member of the Board.

"Disability"  means, with respect to a Participant,  any medically  determinable
physical or mental  impairment  that the  Committee,  on the basis of  competent
medical  evidence,  reasonably  determines  has  rendered  or  will  render  the
Participant  permanently  and  totally  disabled  within the  meaning of Section
422(c)(6) of the Code.

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"Employee"  means a person who  performs  services  as an  employee  (within the
meaning of Section 3401(c)(6) of the Code) of the Company or of an Affiliate.

"Exchange  Act" means the  Securities  Exchange Act of 1934, as amended,  or any
corresponding provisions of any subsequent Federal securities law.

"Exercise Period" means, with respect to an Option, the period during which such
Option may be exercised as determined pursuant to Section 6.2.

"Fair Market Value" means,  with respect to Shares subject to an Option,  on any
given date, the value of the Shares or Options as determined pursuant to Section
6.6.

"Incentive  Stock Option" means an option  granted  pursuant to the Plan that is
intended to satisfy the requirements of Section 422(b) of the Code.

"Non-Employee  Director"  means a Director  who comes within the  definition  of
"non-employee  director"  under Rule  16b-3(b)(3)  under the Exchange Act or any
rule substituted therefor.

"Nonqualified  Stock Option" means an option granted  pursuant to the Plan other
than an Incentive Stock Option.

"Option" means an Incentive Stock Option or a Nonqualified  Stock Option, as the
case may be. "Option  Agreement"  means, with respect to any person who has been
granted an Option,  a written  agreement  (including any amendment or supplement
thereto) between the Company and such person.

"Option Price" means, with respect to an Option,  the price determined  pursuant
to Section 6.1 at which Shares subject to such Option may be purchased.

"Option Value" means, with respect to an Option, on any given date the amount by
which the  aggregate  Fair Market Value of the Shares  subject to such Option on
such date  exceeds the  product  obtained  by  multiplying  the number of Shares
subject to such Option by the Option Price.

"Participant" means an Employee or an Associate who receives an Option.

"Plan" means the USCorp 2002 Stock  Option Plan,  as set forth herein and as may
be amended.

"Retirement" means, if applicable,  the termination of employment or association
due to retirement after either ten years of employment or association or under a
retirement  plan of the  Company,  in each  instance  with  the  consent  of the
Committee.

"Securities  Act"  means  the  Securities  Act  of  1933,  as  amended,  or  any
corresponding provisions of any subsequent Federal securities law.

"Share" means a share of the Company's common stock described in Section 5.1.


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"Ten-Percent Shareholder" means, at any time an Option is granted, an individual
who owns (or is  considered  to own under the  attribution  rules  contained  in
Section 424(d) of the Code) stock  possessing more than ten percent of the total
combined  voting  power  of  all  classes  of  stock  of the  Company  or of any
Affiliate.

"Termination Date" means, with respect to a Participant,  the date on which such
Participant's status as an Employee or Associate terminates for any reason.

Section 2.2 Rules of Construction. Unless  the  context  otherwise  requires  or
unless otherwise defined herein,

(i) a term shall have the meaning assigned to it in Section 2.1,

(ii) all references to section numbers shall be to sections of the Plan,

(iii) all references to the "Company" shall include any successor thereto,

(iv) all references to "employment" or "association"  of a Participant  shall be
to his status as an "Employee" or "Associate,"  respectively,  of one or more of
the Company and its Affiliates,

(v) "or" shall not be exclusive,

(vi) words in the singular shall include the plural, and vice-versa, and

(vii) words in the masculine  gender shall include the feminine and neuter,  and
vice-versa.

                                  ARTICLE III

                                 ADMINISTRATION

Section 3.1  Administration.  The Plan shall be  administered  by the Committee,
which may be the Compensation  Committee of the Board or such other committee of
the Board,  comprised only of Non-Employee  Directors and consisting of at least
three  Directors to which the Board may delegate the authority to administer the
Plan.

Section 3.2 Committee  Action.  In  administering  the Plan, the Committee shall
follow any general  guidelines not inconsistent with the Plan established by the
Board and may  adopt  rules  and  regulations  for  carrying  out the Plan.  The
Committee may consult with counsel, who may be counsel to the Company, and shall
not incur any  liability for any action taken in good faith in reliance upon the
advice of counsel.  The  interpretation  and decision made by the Committee with
regard to any  question  arising  under the Plan or under any  Option  Agreement
entered into in  connection  with the Plan shall be final and  conclusive on all
persons participating or eligible to participate in the Plan.

Section 3.3  Responsibilities of Committee.  Subject to the terms and conditions
of the Plan and such limitations as the Board from time to time may impose,  the
Committee shall be responsible for the overall  management and administration of
the Plan and shall have such  authority as shall be necessary or  appropriate in
order to carry out its  responsibilities,  including,  without  limitation,  the
authority to:

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(i) grant Options to such persons at such times as it deems advisable,

(ii) determine the terms of such Options to be included in grants and the number
of Options,

(iii) prescribe the terms of the Option Agreements evidencing such Options, and

(iv) adopt rules and  regulations  and  prescribe  forms for the  operation  and
administration of the Plan.

Section 3.4 Compliance  with Section 16 of the Exchange Act. It is the intent of
the Company that the Plan and any Options granted  hereunder be interpreted in a
manner  so that the Plan  and any  Options  granted  hereunder  to  Participants
satisfy the applicable requirements of Rule 16b-3 promulgated under the Exchange
Act,  so that each  Participant,  to the  maximum  extent  practicable,  will be
entitled to the benefits of Rule 16b-3 or other exemptions  provided pursuant to
the  rules  adopted  under  Section  16 of the  Exchange  Act,  and  will not be
subjected  to  the  "short-swing"  liability  provisions  of  Section  16 of the
Exchange  Act. If any provision of the Plan or of any Option  granted  hereunder
would otherwise  frustrate or conflict with the intent expressed in this Section
3.4,  that  provision to the extent  possible  shall be  interpreted  and deemed
amended  so  as  to  avoid  such  conflict.  To  the  extent  of  any  remaining
irreconcilable conflict with such intent, such provision shall be deemed void as
applicable to such persons.

                                   ARTICLE IV

                         ELIGIBILITY AND PARTICIPATION

Employees and Associates are eligible to participate in the Plan, without regard
to length of employment or  association;  provided,  however,  that an Associate
shall not be eligible to receive  Incentive  Stock Options.  The Committee shall
determine  whether and when an Employee or Associate  shall become a Participant
and shall  determine the numbers of Shares for which Options shall be granted to
such  person;  provided,  however,  that if such  person is a  Director  and the
Committee does not consist of the Board,  then the Board shall ratify such grant
and the terms  thereof in order for such grant to be  effective.  An Employee or
Associate shall be a Participant with respect to any Shares subject to an Option
only if he or she  executes an Option  Agreement  with respect to such Shares in
such form as the Committee may prescribe.

                                   ARTICLE V

                    STOCK SUBJECT TO PLAN; OPTION AGREEMENTS

Section 5.1 Stock Subject to Plan.  The stock to be offered and delivered  under
the  Plan,  pursuant  to the  exercise  of an  Option,  shall be  shares  of the
Company's  authorized  common stock, par value $0.01, and may be unissued shares
or reacquired  shares,  as the Committee  from time to time may  determine.  The
aggregate  number of  Shares to be  reserved  under  the Plan  shall not  exceed
2,045,856,  subject to adjustment  as set forth in Article VIII.  If, during the
term of the Plan, an Option  expires or  terminates  for any reason prior to the
exercise  thereof in full,  the Shares  subject to such Option but not delivered


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shall  thereafter be available for grants  hereunder.  The Shares  subject to an
Option that is exercised shall be charged against the aggregate number of Shares
available under the Plan.

Section 5.2 Option Agreements.  The grant of each Option shall be evidenced by a
written  Option  Agreement  executed by the Company  and the  Participant  which
shall, among other things:

(i) designate such Option as either an Incentive  Stock Option or a Nonqualified
Stock Option,

(ii) specify the number of Shares subject to such Option,

(iii)  specify  the Option  Price for the Shares  subject to such Option and the
period during which such Option may be exercised,

(iv)  set  forth   specifically  or  incorporate  by  reference  the  applicable
provisions of the Plan, and

(v) contain such other terms and  conditions not  inconsistent  with the Plan as
the Committee may prescribe.

                                   ARTICLE VI

                                TERMS OF OPTIONS

     Section 6.1 Option Price.  The Option Price of Shares  subject to an Option
that may be purchased  upon exercise of an Option shall be such amount as may be
determined  by the  Committee  at the  time the  Option  is  granted;  provided,
however, that:

(i) the Option  Price of any Option shall not be less than the Fair Market Value
of such Shares on the date such Option is granted,  or less than one hundred and
ten percent of the Fair Market  Value of such Shares in the case of an Incentive
Stock Option granted to a Ten-Percent Shareholder and

(ii) the Option Price of any Option  granted within one year after the effective
date of the  Registration  Statement  shall not be less than the  greater of the
Initial Public Offering Price and the Fair Market Value on the date of grant.

Section 6.2 Exercise  Period.  Except as otherwise  provided in Sections 6.3 and
6.4, an Option shall vest and be exercisable  during such Exercise Period as may
be determined by the Committee in its sole  discretion on the date the Option is
granted.  Notwithstanding  anything to the contrary  contained in the Plan,  the
Exercise  Period for an  Incentive  Stock Option shall not exceed ten years from
the date such  Option is  granted,  or five years  from the date such  option is
granted  in the case of an  Incentive  Stock  Option  granted  to a  Ten-Percent
Shareholder.

Section  6.3  Exercise  Upon Change in Control.  An Option  shall  automatically
become vested and shall be  immediately  exercisable in full upon the occurrence
of any of the following events:


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(i) any person  (within the meaning of Section  13(d) of the Exchange Act) other
than the Company or an Affiliate  shall,  after the Effective  Date,  become the
beneficial  owner  (within the meaning of Rule 13d-3 under the Exchange  Act) of
securities of the Company  representing  thirty  percent or more of the combined
voting power of the Company's then outstanding  voting securities as a result of
a tender or exchange  offer or open market  purchases  (privately  negotiated or
otherwise),  unless such ownership by such person has been approved by the Board
immediately prior to the acquisition of such securities by such person;

(ii) the  shareholders  of the  Company  approve  (A) an  agreement  to merge or
consolidate with or into another entity pursuant to which the Company is not the
survivor,  (B) an agreement to sell or otherwise dispose of all or substantially
all of the Company's assets,  or (C) a plan to liquidate the Company;  provided,
however,  that the Board may determine that Options shall not automatically vest
upon approval of any such agreement or plan; or

(iii) at any time during a period of two  consecutive  years (not  including any
period prior to the adoption of the Plan),  individuals  who at the beginning of
such period  constitute  the Board cease for any reason to constitute at least a
majority  thereof,  unless the  election or the  nomination  for election by the
Company's  shareholders  of each new  director  during such  two-year  period is
approved by a vote of at least  two-thirds of the directors then still in office
who were directors at the beginning of such period.

Section  6.4  Exercise  Upon  Termination.  If  a  Participant's  employment  or
association  with the Company or an  Affiliate  terminates  for any reason other
than for cause,  Options granted to such Participant that are exercisable on his
Termination Date shall remain exercisable

(i)  until  the  expiration  of three  months  (or such  other  time as shall be
determined  by the  Committee in its sole  discretion  on the date the Option is
granted) from such  Termination  Date, if such  termination  occurs for a reason
other than the Participant's death, Disability or Retirement, or

(ii) the  expiration of twelve months (or such other time as shall be determined
by the Committee in its sole  discretion on the date the Option is granted) from
such  Termination   Date,  if  such   termination   occurs  on  account  of  the
Participant's death, Disability or Retirement. No Option shall be exercisable by
a Participant  after  termination of employment or association  for cause.  This
Section 6.4 shall not apply to a Participant  who continues to be an Employee or
Associate  of the  Company or any  Affiliate.  Notwithstanding  anything  to the
contrary  contained in this Section 6.4, no Option shall be exercisable in whole
or in part after the expiration  date of the Option or more than ten years after
the date of grant of such Option.

Section 6.5 Limitations on Incentive Stock Options. Except as otherwise provided
under the Code, to the extent that the aggregate  Fair Market Value  (determined
at the time the Option is  granted) of Shares  with  respect to which  Incentive
Stock  Options  are  exercisable  for the first time by a  Participant  during a
calendar  year (under all stock option plans of the Company and its  Affiliates)
exceeds $100,000,  such Options shall be treated as Nonqualified  Stock Options.
Incentive  Stock  Options  shall  not  be  issued  to any  person  who is not an
Employee.

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Section 6.6 Fair Market Value. The Fair Market Value on any given date of Shares
subject to an Option shall be the closing  price of the Shares on the  principal
national  securities  exchange  on  which  the  Shares  are  traded  on the  day
immediately  preceding  the  date  as  of  which  Fair  Market  Value  is  being
determined,  or on the next  preceding date on which the Shares are traded if no
Shares  were  traded on such  immediately  preceding  day. If the Shares are not
traded on a securities exchange but are quoted in the  over-the-counter  market,
then the Fair  Market  shall be deemed to be the average of the high bid and low
asked prices of the Shares in the over-the-counter market on the day immediately
preceding  the date as of which Fair Market Value is being  determined or on the
next preceding date on which such high bid and low asked prices were recorded as
reported  by a  generally  accepted  reporting  service.  If the  Shares are not
publicly  traded,  Fair Market  Value shall be  determined  in good faith by the
Board or the Committee. In no event shall Fair Market Value be less than the par
value of the Shares.

Section 6.7 Whole or Partial Exercise.  Except as otherwise  provided in Article
VI or as specifically stated in an Option Agreement,  an Option may be exercised
in whole or in part at any time during the Exercise Period.

                                  ARTICLE VII

                              EXERCISE OF OPTIONS

Section 7.1 Payment for Shares. Upon the exercise of an Option by a Participant,
the  Company  shall cause the  purchased  Shares to be issued only when it shall
have  received the full Option Price  therefor  paid in cash or, if permitted by
applicable law and set forth in the applicable Option Agreement, with Shares, or
by surrender of  currently  exercisable  Options,  or such other  property  (not
inconsistent  with the terms of the Plan) or a combination  of cash,  Shares and
Options to be valued at the Fair Market  Value  thereof on the date of exercise,
and such other property at its fair market value as determined by the Committee.
If  payment  is  made  by  delivery  to  the  Company  of  Shares  owned  by the
Participant,  any Shares so delivered shall have been beneficially  owned by the
Participant  for a period  of not  less  than  six  months  prior to the date of
exercise and such Shares shall be in proper form for transfer and accompanied by
all requisite  stock transfer tax stamps or cash in lieu thereof.  If payment is
made by  surrender  to the  Company of Options  owned by the  Participant,  such
Options shall have an Option Value equal to the Option Price of the Shares as to
which the Option is being exercised.

Section  7.2  Nontransferability.  Any  Option  granted  under the Plan shall be
nontransferable  except by will or by the laws of descent and  distribution.  In
the event of any such  transfer,  the entire Option shall be  transferred to the
same person or entity. During the lifetime of a Participant,  any Option granted
to such  Participant  may be  exercised  only by the  Participant.  No  right or
interest of a Participant in any Option shall be subject to any lien, obligation
or liability whatsoever.

Section 7.3  Fractional  Shares. In no event shall an Option be exercisable  for
or with  respect to a fractional share.


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                                  ARTICLE VIII

                ADJUSTMENTS FOR CHANGES IN CAPITALIZATION, ETC.

         In the event of any change in the  outstanding  Shares through  merger,
consolidation,  reorganization,  recapitalization,  stock dividend, stock split,
split-up,  split-off,  spin-off,  combination  or  exchange  of  shares  of  the
Company's  stock, or other like change in the capital  structure of the Company,
an adjustment  shall be made to each outstanding  Option granted  hereunder such
that each such Option shall thereafter be exercisable for such securities,  cash
and/or  other  property  as would  have been  received  in respect of the Shares
subject to such Option had it been exercised in full  immediately  prior to such
change, and such adjustment shall be made successively each time any such change
shall  occur.  The term  "Shares"  after  any  such  change  shall  refer to the
securities,  cash and/or property then receivable upon exercise of an Option. In
addition,  in the event of any such change, the Committee shall make any further
adjustment as may be  appropriate to the maximum number of Shares subject to the
Plan, and the number of Shares and Option Price of Shares subject to outstanding
Options,  as shall be equitable  to prevent  dilution or  enlargement  of rights
under any Option. Notwithstanding the foregoing provisions of this Article VIII

(i) each such  adjustment with respect to an Incentive Stock Option shall comply
with the rules of Section 424(a) of the Code, and

(ii) in no event shall any  adjustment  be made which would render any Incentive
Stock Option granted hereunder other than an "incentive stock option" within the
meaning of Section 422 of the Code.

                                   ARTICLE IX

                              COMPLIANCE WITH LAW

     No Option  shall be  exercisable,  no  Shares  shall be  delivered,  and no
payment shall be made under the Plan except in  compliance  with all Federal and
state laws and  regulations  (including,  without  limitation,  withholding  tax
requirements  and federal and state  securities  laws and the  regulations)  and
rules of all securities exchanges or self-regulatory  organizations on which the
Shares may be listed or traded.  The Company  shall have the right to rely on an
opinion of counsel as to such  compliance.  Any  certificate  issued to evidence
Shares for which an Option is exercised may bear such legends and  statements as
the  Committee  upon advice of counsel may deem  advisable to assure  compliance
with Federal and state laws and regulations. No Option shall be exercisable, nor
shall  Shares nor  certificates  therefor  be  issued,  under the Plan until the
Company  has  obtained  such  consent  or  approval  as the  Committee  may deem
advisable from any regulatory bodies having jurisdiction over such matters.

                                   ARTICLE X

                                 MISCELLANEOUS

Section  10.1  Effect on  Employment.  Neither  the  adoption of the Plan or its
operation,  nor any  documents  describing or referring to the Plan (or any part
hereof)  shall  confer  upon any person any right to  continue as an Employee or
Associate  of the  Company  or any  Affiliate  or in any way affect any right or


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power of the  Company  or any  Affiliate  to  terminate  the  employment  of any
Employee or the  association  of any  Associate at any time without  assigning a
reason therefor.

Section 10.2 Unfunded Plan. The Plan,  insofar as it provides for grants,  shall
be unfunded,  and the Company shall not be required to segregate any assets that
may at any time be  represented  by grants under the Plan.  Any liability of the
Company to any person  with  respect to any grant  under the Plan shall be based
solely  upon any  contractual  obligations  that may be created  pursuant to the
Plan.  No such  obligation  of the Company  shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.

Section 10.3 Use of Proceeds. The proceeds received by the Company from the sale
of Shares pursuant to the Plan shall be used for general corporate purposes.

Section 10.4 Rights as a  Shareholder.  A Participant  shall have no rights with
respect to any Share until the Participant  shall have become a holder of record
of such Share,  and the  Participant  shall not be entitled to any  dividends or
distributions or other rights in respect of such Share for which the record date
is prior to the date on which the  Participant  shall have  become the holder of
record therefor, except as otherwise provided in Article VIII.

Section  10.5  Construction.  Headings are given to the articles and sections of
the Plan solely as a convenience  to  facilitate  reference and shall not in any
way affect the meaning of the Plan.

Section  10.6  Applicable  Law.  The Plan shall be  governed  and  construed  in
accordance with the internal laws (and not the law of conflicts) of the State of
Nevada.

                                   ARTICLE XI

                     AMENDMENT; TERMINATION; EFFECTIVE DATE

Section 11.1  Amendment  and  Termination.  The Board may amend or terminate the
Plan at any time or from  time to time;  provided,  however,  that no  amendment
shall without all required approvals with respect thereto

(i) increase  (except as provided by Article VIII) the maximum  number of shares
as to which Options may be granted under the Plan, or

(ii)  materially  modify the  requirements  in Article IV as to eligibility  for
participation   in  the  Plan.  Any  provision  of  the  Plan  to  the  contrary
notwithstanding,  no  termination  or  amendment  of the Plan may,  without  the
consent of the individual to whom an Option shall have been previously  granted,
adversely  affect the rights  conferred by such Option.  The Board may amend the
terms of any  Option at any time or from time to time  with the  consent  of the
holder of such  Option;  provided,  however,  that no Option  may be  amended to
reduce the Option Price thereof.


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Section 11.2 Duration of the Plan. Unless terminated earlier pursuant to Section
11.1, the Plan shall terminate upon the expiration of ten years from the earlier
of the date of its  adoption  by the  Board  or the  date on  which  the Plan is
approved by the  shareholders  of the  Company,  and no Option  shall be granted
after termination of the Plan.

Section 11.3 Effective  Date. The Plan shall become  effective upon its adoption
by the Board,  subject to the approval by the affirmative vote of the holders of
a majority of the outstanding shares of Common Stock of the Company present,  in
person,  or by  proxy,  at a  shareholders  meeting  duly held  within  one year
following  adoption of the Plan by the Board.  All options  granted prior to the
date of such  shareholder  approval  shall be  subject to such  approval  and No
Option shall be exercisable and no Shares shall be delivered until such approval
shall have been received.

     Adopted  by the  Board of  Directors  at a  Special  Meeting  held for such
purpose on May 1, 2002.

     In witness of the unanimous  resolution  thereof, I do hereby, of even date
herewith, to this Corporate Resolution, affix my hand and seal.

/s/Spencer Eubank, Secretary




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