Stock Option Agreement

STOCK OPTION AGREEMENT


This STOCK OPTION AGREEMENT ("Agreement") is entered into this 19th day of February, 1999, by and between Advanced Financial, Inc., a Delaware corporation (the "Corporation"), and Kenneth H. Koger (the "Optionee");


WITNESSETH:


WHEREAS, the Optionee has provided valuable services to the Corporation in exchange for this stock option and has requested that the Corporation grant the stock option to Optionee;


NOW, THEREFORE, in consideration of the premises and the covenants contained herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:


1. Grant of Option. The Corporation hereby grants to Optionee the right and option to purchase, subject to the terms and conditions hereof, an aggregate of 50,000 shares ("Shares") of common stock, $0.001 par value per share ("Common Stock") at an option price of Fifty Cents ($0.50) per Share, subject to adjustment as hereinafter set forth (the "Option"). The Option may be exercised in whole at any time, or in part from time to time, until expiration of the Option as provided herein.


2. Expiration of Option. The term of the Option shall expire on the tenth anniversary of the date hereof.


3. Exercise of Option. Optionee may exercise the Option, in whole or in part, by providing to the Secretary of the Corporation the following:


(a) written notice of the exercise of the Option, specifying the number of Shares to be purchased and containing such other information as the Secretary of the Corporation may request, including without limitation the Optionee's social security number; and


(b) payment in full of the option price for such Shares in cash (including by cashier's check or money order).


4. Issuance of Shares.


(a) No Shares shall be issued or sold pursuant to the exercise of the Option until: (i) such Shares are qualified for sale under such securities laws and regulations as may be deemed by the Board of Directors of the Corporation to be applicable thereto and (ii) Optionee agrees in writing to such restrictions upon the subsequent transfer of such Shares as may reasonably be deemed necessary by the Board of Directors of the Corporation to insure that Optionee will not sell or otherwise dispose of such Shares in transactions which, in the opinion of counsel for the Corporation, may violate the federal securities laws.


(b) Optionee shall have none of the rights of a stockholder of the Corporation with respect to Shares purchased upon the exercise of the Option until such Shares have been issued and delivered to the Optionee, and the issuance of Shares shall confer no retroactive right to dividends.


5. Transfer of Option. The Option may not be transferred by the Optionee or the Permitted Transferee other than by will or the laws of descent and distribution, and may be exercised during the lifetime of the holder of the Option only by such holder. Notwithstanding the preceding sentence, Optionee may, upon prior written notice to the Corporation, transfer this Option in whole or in part to Optionee's spouse, Ruthanne C. Koger (the "Permitted T ...