1992 Incentive Stock Option Plan

ADVANCED FINANCIAL, INC.


1992 INCENTIVE STOCK OPTION PLAN


1. Purpose of plan. This Incentive Stock Option Plan (the "Plan"), is intended to encourage ownership of shares of Advanced Financial, Inc. (the "Corporation"), by key employees of the Corporation and its subsidiaries and to provide additional incentive for them to promote the success of the business.


2. Shares subject to plan. There will be reserved for use upon the exercise of options to be granted from time to time under the Plan ("Options"), an aggregate of 500,000 Common Shares, of the par value $.001 per share (the "Common Shares"), of the Corporation, which shares may be in whole or in part, as the Board of Directors of the Corporation (the "Board of Directors"), shall from time to time determine, authorized but unissued Common Shares or issued Common Shares which shall have been reacquired by the Corporation. For purposes of the Plan, the "Plan Year" shall be the 12-month period ending on each June 30. Options shall not be granted in any Plan Year for in excess of an aggregate of 100,000 Common Shares; provided, however, that, if an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares covered thereby shall (unless the Plan shall have been terminated) be added to the shares otherwise available for Options which may be granted in accordance with the terms of the Plan.


3. Administration of plan. The Board of Directors shall appoint a Stock Option Plan Committee (the "Committee"), which shall consist of not less than three members of the Board of Directors. Subject to the provisions of the Plan, the Committee shall have complete authority in its discretion to determine the employees of the Corporation and its subsidiaries to whom Options shall be granted, the number of shares to be covered by each of the Options, and the time or times at which Options shall be granted; to interpret the Plan; and to prescribe, amend, and rescind rules and regulations relating to it; provided, however, that, in the case of employees who shall also be directors of the Corporation, Options shall be granted in accordance with the provisions of paragraphs 4 and 5 hereof. The Board of Directors may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as it shall deem advisable. A majority of its members shall constitute a quorum. All action of the Committee shall be taken by a majority of its members. Any action may be then by a written instrument signed by a majority of the members and action so taken shall be fully as effective as if it had been taken by a vote of a majority of the members at a meeting duly called and held. The Committee may appoint a secretary, shall keep minutes of its meetings, and shall make such rules and regulations for the conduct of its business as it shall deem advisable. Members of the Committee shall be indemnified by the Company for any act or omission in connection with the Plan or any option granted thereunder.


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4. Employees to whom options shall be granted. An Option shall be granted in each Plan Year:


(a) To each director of the Corporation who is also in the employ of the Corporation or in the employ of one or more of its present or future subsidiary corporations ("Subsidiaries"), as defined in Section 424 of the Internal Revenue Code of 1986; and


(b) To each other employee of the Corporation or one or more of its subsidiaries who shall be selected by the Committee from the class of employees made up of those who are officer of the Corporation or of one or more of its subsidiaries and those who are heads of departments of the Corporation or of one or more of its subsidiaries, whether or not in any case the grantee shall have received one or more Options hereunder in any previous Plan Year or Years. Any employee to whom an Option shall have been granted in any Plan Year and who shall thereafter in such Plan Year become a director of the Corporation shall not be granted another Option in such Plan Year.


In no event shall an Option which is exercisable more than five years from the date of the grant thereof be granted to any person who, immediately after such Option is granted, owns (as defined in Section 422 and 424 of the Internal Revenue Code of 1986) shares possessing more than 10 percent of the total combined voting power or value of all classes of shares of the Corporation or of its parent or any subsidiary corporation.


5. Number of shares covered by options granted to individual employees. The number of shares of the Common Stock covered by the Option that shall be granted to any individual employee in any Plan Year shall not exceed 20,000. Subject to the limitations imposed by the foregoing provisions of the Plan, in any Plan Year the Option to be granted to an employee who at the date of the granting thereof shall also be a director of the Corporation shall cover, and any Option granted to any other employee shall cover not in excess of, such number of Common Shares (rounded out, if not an even 100 shares or multiple thereof, ...