SPECTRUM SCIENCES & SOFTWARE HOLDINGS INC
AMENDED STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>doc2.txt
<DESCRIPTION>AMENDED STOCK OPTION PLAN
<TEXT>

                                                                    EXHIBIT 10.1

                   SPECTRUM SCIENCE & SOFTWARE HOLDINGS CORP.
                              AMENDED AND RESTATED
                                    NUMBER 2
                      2004 NON-STATUTORY STOCK OPTION PLAN
                            ADOPTED NOVEMBER 15, 2004

     1.     PURPOSE  OF  THE  PLAN.  The  Spectrum  Science  & Software Holdings
Corp.,  2004 Non-Statutory Stock Option Plan (the "Plan") is intended to advance
the  interests  of Spectrum Science & Software Holdings Corp. (the "Company") by
inducing  individuals,  and  eligible  entities  (as  hereinafter  provided)  of
outstanding ability and potential to join, remain with, or provide consulting or
advisory  services  to,  the  Company,  by  encouraging  and  enabling  eligible
employees,  non-employee  Directors,  consultants  and  advisors  to  acquire
proprietary  interests  in  the  Company,  and  by  providing  the participating
employees,  non-employee  Directors, consultants and advisors with an additional
incentive  to  promote  the  success  of  the  Company.  This is accomplished by
providing  for  the  granting  of Non-Statutory Stock Options (the "Options") to
employees,  non-employee  Directors,  consultants  and  advisors.

     2. ADMINISTRATION. The Plan shall be administered by the Board of Directors
of  the  Company  (the "Board of Directors") or by a committee (the "Committee")
chosen  by  the  Board of Directors. Except as herein specifically provided, the
interpretation  and  construction  by the Board of Directors or the Committee of
any  provision  of the Plan or of any Option granted under it shall be final and
conclusive.  The  receipt  of  Options  by  Directors,  or  any  members  of the
Committee,  shall  not preclude their vote on any matters in connection with the
administration  or  interpretation  of  the  Plan.

     3.  SHARES  SUBJECT TO THE PLAN. The stock subject to Options granted under
the  Plan  shall  be  shares of the Company's Common Stock, par value $.0001 per
share  (the  "Common  Stock"),  whether  authorized  but unissued or held in the
Company's  treasury.  The  maximum number of shares of Common Stock which may be
issued  pursuant  to  Options  granted  under  the  Plan shall not exceed in the
aggregate  thirty  million  (30,000,000)  shares,  subject  to  adjustment  in
accordance  with  the  provisions of Section 11 hereof. The Company shall at all
times  while  the Plan is in force reserve such number of shares of Common Stock
as  will  be  sufficient  to satisfy the requirements of all outstanding Options
granted  under  the  Plan.  In the event any Option granted under the Plan shall
expire  or  terminate  for  any  reason without having been exercised in full or
shall  cease  for  any  reason  to  be  exercisable  in  whole  or  in part, the
un-purchased  shares  subject thereto shall again be available for Options under
the  Plan.

     4  PARTICIPATION.  The class of individual or entity that shall be eligible
to  receive  Options  under the Plan shall be all employees (including officers)
and  non-employee  Directors  of,  or  consultants  and  advisors to, either the
Company  or  any  subsidiary corporation of the Company; provided, however, that
Options  shall  not  be  granted to any such consultants and advisors unless (i)
bona fide services have been or are to be rendered by such consultant or advisor
and  (ii)  such  services  are  not  in  connection  with  the  offer or sale of
securities  in  a  capital  raising  transaction.  The Board of Directors or the


<PAGE>

Committee,  in  its  sole discretion, but subject to the provisions of the Plan,
shall determine the employees and non-employee Directors of, and the consultants
and  advisors  to,  the  Company and its subsidiary corporations to whom Options
shall  be granted, and the number of shares to be covered by each Option, taking
into  account  the  nature  of  the  employment  or  services  rendered  by  the
individuals  or  entities  being  considered,  their  annual compensation, their
present  and  potential  contributions  to  the success of the Company, and such
other  factors  as  the  Board  of Directors or the Committee may deem relevant.

     5.  STOCK  OPTION  AGREEMENT.  Each  Option granted under the Plan shall be
authorized by the Board of Directors or the Committee, and shall be evidenced by
a  Stock  Option  Agreement  which  shall  be executed by the Company and by the
individual  or entity to whom such Option is granted. The Stock Option Agreement
shall  specify  the  number  of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share  thereof,  and  such other terms and provisions not inconsistent with this
Plan.

     6. GRANT OF NON-STATUTORY STOCK OPTIONS. The Options granted under the Plan
are not intended to meet the requirements of Section 422 of the Internal Revenue
Code  of  1986,  as  amended  (the  "Code"). The Options shall be subject to the
following  terms  and  conditions:

          (1)  An  Option may be granted to any individual or entity eligible to
     receive  an  Option  under  the  Plan  pursuant  to  Section  4  hereof.

          (2)  The  option  price  of  the  shares of Common Stock subject to an
     Option  shall  be determined by the Board of Directors or the Committee, in
     its  sole  discretion,  at  the  time  of  the  grant  of  the  Option.

          (3)  An Option granted under the Plan may be of such duration as shall
     be  determined  by  the  Board  of  Directors  or the Committee (subject to
     earlier  termination  as  expressly  provided  in  Section  9  hereof).

     7.  RIGHTS  OF  OPTION  HOLDERS. The holder of any Option granted under the
Plan  shall  have  none of the rights of a stockholder with respect to the stock
covered  by  his  Option  until  such stock shall be transferred to him upon the
exercise  of  his  Option.

     8.  TRANSFERABILITY. No Option granted under the Plan shall be transferable
by the individual or entity to whom it was granted otherwise than by will or the
laws  of  descent and distribution, and, during the lifetime of such individual,
shall  not  be  exercisable  by  any  other  person,  but  only  by  him.

     9.  TERMINATION  OF  EMPLOYMENT  OR  DEATH.

          (1)  Subject  to  the  terms  of  the  Stock  Option Agreement, if the
     employment  of  an  employee by, or the services of a non-employee Director
     for,  or  consultant or advisor to, the Company or a subsidiary corporation
     of  the  Company shall be terminated for Cause (as defined below), then his
     or  its  Option  shall  expire  forthwith.


<PAGE>

          For  purposes  of this Section 9, "Cause" shall include (i) conviction
     of  a  felony,  (ii) willful misconduct in the performance of duties to the
     Company, or (iii) violation of law or Company rules, policies or procedures
     that  results  in  material  harm  to the Company's business or reputation.

          (2)  Subject to the terms of the Stock Option Agreement, and except as
     provided  in  subsections (3) and (4) of this Section 9, if such employment
     or  services  shall terminate for any other reason, then such Option may be
     exercised (i) with respect to any non-Officer employee or any consultant or
     advisor  to  the  Company,  at  any time within three (3) months after such
     termination,  (ii)  with  respect to any Officer (as defined below), at any
     time  within one (1) year after such termination, and (iii) with respect to
     any  non-employee  Director,  at  any time within five (5) years after such
     termination, subject to the provisions of subsection (5) of this Section 9.
     For purposes of this Section 9, an "Officer" shall mean an employee holding
     the  position  of President, Vice President, Chief Executive Officer, Chief
     Financial  and  Accounting  Officer,  Secretary  or  Treasurer,  or similar
     position.

          For  purposes  of  the  Plan,  the  retirement of an individual either
     pursuant  to  a pension or retirement plan adopted by the Company or at the
     normal retirement date prescribed from time to time by the Company shall be
     deemed  to  be  termination  of such individual's employment other than for
     Cause.  For  purposes  of  subsections  (1)  and  (2) of this Section 9, an
     employee,  non-employee  Director,  consultant  or  advisor  who leaves the
     employ  or  services  of  the Company to become an employee or non-employee
     Director of, or a consultant or advisor to, a subsidiary corporation of the
     Company  or  a  corporation  (or  subsidiary  or  parent corporation of the
     corporation)  which  has assumed the Option of the Company as a result of a
     corporate  reorganization  or  the  like  shall  not  be considered to have
     terminated  his  employment  or  services.

          (3)  Subject to the terms of the Stock Option Agreement, if the holder
     of an Option under the Plan dies (a) while employed by, or while serving as
     a non-employee Director for or a consultant or advisor to, the Company or a
     subsidiary  corporation  of  the Company, or (b)(i) within three (3) months
     after  the  termination  of  his employment or services with respect to any
     non-Officer  employee  or  consultant  or advisor, (ii) within one (1) year
     after  the  termination  of his employment with respect to any Officer, and
     (iii)  within  five  (5)  years  after the termination of his services with
     respect  to  any  non-employee  Director,  other  than for Cause, then such
     Option  may, subject to the provisions of subsection (5) of this Section 9,
     be  exercised  by  the  estate  of  the  non-Officer  employee,  Officer,
     non-employee  Director,  consultant or advisor, or by a person who acquired
     the right to exercise such Option by bequest or inheritance or by reason of
     the  death  of  such  non-Officer employee, Officer, non-employee Director,
     consultant  or advisor at any time within (i) one (1) year after such death
     with  respect  to any non-Officer employee, Officer, consultant or advisor,
     and  (ii)  five (5) years after such death with respect to any non-employee
     Director.

          (4)  Subject to the terms of the Stock Option Agreement, if the holder
     of  an  Option  under  the  Plan  ceases  employment or services because of
     permanent  and  total disability (within the meaning of Section 22(e)(3) of
     the  Code)  while  employed by, or while serving as a non-employee Director
     for or consultant or advisor to, the Company or a subsidiary corporation of
     the  Company, then such Option may, subject to the provisions of subsection
     (5)  of  this  Section  9, be exercised at any time (i) within one (1) year
     after  his  termination  of  employment  or  termination  of  consulting or


<PAGE>

     advisory  services  with  respect to any employee or consultant or advisor,
     and  (ii)  within  five  (5)  years  after termination of Directorship with
     respect  to  any  non-employee  Director,  due  to  the  disability.

          (5)  An  Option may not be exercised pursuant to this Section 9 except
     to  the  extent  that the holder was entitled to exercise the Option at the
     time of termination of employment, termination of Directorship, termination
     of  consulting  or advisory services, or death, and in any event may not be
     exercised  after  the  expiration  of  the  Option.

          (6)  For purposes of this Section 9, the employment relationship of an
     employee  of the Company or of a subsidiary corporation of the Company will
     be  treated  as  continuing intact while he is on military or sick leave or
     other  bona  fide  leave  of  absence  (such as temporary employment by the
     Government)  if such leave does not exceed ninety (90) days, or, if longer,
     so  long as his right to reemployment is guaranteed either by statute or by
     contract.

     10.  EXERCISE  OF  OPTIONS.

          (1)  Unless  otherwise  provided  in  the  Stock Option Agreement, any
     Option granted under the Plan shall be exercisable in whole at any time, or
     in  part  from time to time, prior to expiration. The Board of Directors or
     the  Committee, in its absolute discretion, may provide in any Stock Option
     Agreement  that the exercise of any Options granted under the Plan shall be
     subject  (i)  to  such condition or conditions as it may impose, including,
     but  not  limited  to,  a  condition  that the holder thereof remain in the
     employ  or  service  of,  or  continue  to  provide  consulting or advisory
     services  to,  the  Company  or a subsidiary corporation of the Company for
     such period or periods from the date of grant of the Option as the Board of
     Directors  or  the  Committee, in its absolute discretion, shall determine;
     and  (ii)  to  such  limitations  as  it  may  impose.

          (2)  An  Option  granted  under  the  Plan  shall  be exercised by the
     delivery  by  the  holder  thereof  to  the Company at its principal office
     (attention of the Secretary) of written notice of the number of shares with
     respect  to  which the Option is being exercised. The notice shall be given
     pursuant  to  the  Notice  of  Exercise  form  attached to the Stock Option
     Agreement.  Such  notice shall be accompanied by payment of the full option
     price of such shares, and payment of such option price shall be made by the
     holder's  delivery  of  (i)  his check payable to the order of the Company,
     (ii) previously acquired Common Stock, the fair market value of which shall
     be  determined  as  of  the  date of exercise, if this method of payment is
     otherwise  permitted  by  the  Stock Option Agreement, (iii) by "cash-less"
     exercise,  if cash-less exercise is otherwise permitted by the Stock Option
     Agreement, (iv) a notice to convert debt, if the Company is indebted to the
     holder, or (v) by the holder's delivery of any combination of the foregoing
     (i),  (ii),  (iii)  and  (iv)  to  the extend permitted by the Stock Option
     Agreement.

     11.  ADJUSTMENT  UPON  CHANGE  IN  CAPITALIZATION.

          (1)  In  the  event  that  the  outstanding  Common Stock is hereafter
     changed  by  reason  of  reorganization,  merger,  consolidation,
     recapitalization,  reclassification, stock split-up, combination of shares,
     reverse  split, stock dividend or the like, an appropriate adjustment shall


<PAGE>

     be  made by the Board of Directors or the Committee in the aggregate number
     of  shares available under the Plan, and in the number of shares and option
     price  per  share  subject  to outstanding Options. If the Company shall be
     reorganized,  consolidated,  or merged with another corporation, the holder
     of  an  Option shall be entitled to receive upon the exercise of his Option
     the same number and kind of shares of stock or the same amount of property,
     cash  or  securities  as  he  would  have been entitled to receive upon the
     happening  of any such corporate event as if he had been, immediately prior
     to  such  event,  the holder of the number of shares covered by his Option.

          (2) Any adjustment in the number of shares shall apply proportionately
     to  only  the  unexercised  portion  of  the  Option  granted hereunder. If
     fractions  of a share would result from any such adjustment, the adjustment
     shall  be  revised  to  the  next  lower  whole  number  of  shares.

     12.  FURTHER  CONDITIONS  OF  EXERCISE.

          (1)  Unless  prior  to  the exercise of the Option the shares issuable
     upon  such  exercise  have been registered with the Securities and Exchange
     Commission pursuant to the Act, the notice of exercise shall be accompanied
     by  a  representation  or  agreement of the person or estate exercising the
     Option to the Company to the effect that such shares are being acquired for
     investment  purposes  and  not with a view to the distribution thereof, and
     such  other  documentation as may be required by the Company, unless in the
     opinion  of  counsel  to  the  Company  such  representation,  agreement or
     documentation  is  not  necessary  to  comply  with  such  Act.

          (2)  The  Company  shall  not be obligated to deliver any Common Stock
     until there has been qualification under or compliance with such federal or
     state  laws,  rules  or  regulations  as  the  Company may deem applicable.

     13.  EFFECTIVENESS  OF  THE  PLAN.  The  Plan shall become operative and in
effect  on  such date as shall be fixed by the Board of Directors of the Company
in  its  sole  discretion.

     14.  TERMINATION,  MODIFICATION  AND  AMENDMENT.

          (1)  The  Plan  (but not the Options) shall terminate on a date within
     ten  (10)  years from the date of its adoption by the Board of Directors of
     the  Company,  or  sooner  as  hereinafter provided, and no Option shall be
     granted  after  termination  of  the  Plan.

          (2)  The  Board  of  Directors  may  at  any  time,  on  or before the
     termination  date  referred to in Section 14(1) hereof, terminate the Plan,
     or  from  time to time make such modifications or amendments to the Plan as
     it may deem advisable; provided, however, that the Board of Directors shall
     not  increase  (except  as  otherwise  provided  by  Section 11 hereof) the
     maximum  number  of  Options  which  may  be  granted  hereunder.

          (3)  No  termination,  modification,  or  amendment  of  the Plan may,
     without  the  consent  of the individual or entity to whom any Option shall
     have  been  granted,  adversely affect the rights conferred by such Option.


<PAGE>

     15.  NOT  A CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or in any
Stock  Option  Agreement executed pursuant hereto shall be deemed to confer upon
any  individual  or  entity to whom an Option is or may be granted hereunder any
right  to  remain  in  the  employ  or  service  of  the Company or a subsidiary
corporation  of  the  Company  or  any  entitlement to any remuneration or other
benefit  pursuant  to  any  consulting  or  advisory  arrangement.

     16.  USE  OF  PROCEEDS.  The  proceeds  from the sale of shares pursuant to
Options  granted  under  the Plan shall constitute general funds of the Company.

     17. INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE. In addition to such
other  rights  of  indemnification as they may have, the members of the Board of
Directors  or  the  Committee,  as  the case may be, shall be indemnified by the
Company  to  the  extent  permitted  under  applicable law against all costs and
expenses  reasonably  incurred  by  them in connection with any action, suit, or
proceeding  to  which they or any of them may be a party by reason of any action
taken  or  failure  to  act  under  or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of  a  judgment  of  any  such action, suit or
proceeding,  except  a  judgment  based  upon  a  finding of bad faith. Upon the
institution  of  any  such action, suit, or proceeding, the member or members of
the  Board  of  Directors or the Committee, as the case may be, shall notify the
Company  in writing, giving the Company an opportunity at its own cost to defend
the  same  before  such member or members undertake to defend the same on his or
their  own  behalf.

     18. GOVERNING LAW. The Plan shall be governed by, and all questions arising
hereunder  shall  be  determined  in  accordance  with, the laws of the State of
Delaware.


<PAGE>


</TEXT>
</DOCUMENT>
