DIRECT RESPONSE FINANCIAL SERVICES, INC. 2005 STOCK INCENTIVE PLAN

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Exhibit 10.1; Direct Response Financial Services, Inc. 2005 Stock Incentive

Plan.

DIRECT RESPONSE FINANCIAL SERVICES, INC.

2005 STOCK INCENTIVE PLAN

SECTION 1. General Purpose of the Plan; Definitions.

The name of the plan is the DIRECT RESPONSE FINANCIAL SERVICES, Inc. 2005

Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and

enable officers, directors, and employees of DIRECT RESPONSE FINANCIAL SERVICES,

Inc. (the "Company") and its Subsidiaries and other persons to acquire a

proprietary interest in the Company. It is anticipated that providing such

persons with a direct stake in the Company's welfare will assure a closer

identification of their interests with those of the Company and its

shareholders, thereby stimulating their efforts on the Company's behalf and

strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

"Award" or "Awards", except where referring to a particular category of

grant under the Plan, shall include Incentive Stock Options, Non-Statutory Stock

Options, Restricted Stock Awards, Unrestricted Stock Awards, Performance Share

Awards and Stock Appreciation Rights.

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

"Cause" means (i) any material breach by the participant of any agreement

to which the participant and the Company are both parties, and (ii) any act or

omission justifying termination of the participant's employment for cause, as

determined by the Committee.

"Change of Control" shall have the meaning set forth in Section 15.

"Code" means the Internal Revenue Code of 1986, as amended, and any

successor Code, and related rules, regulations and interpretations.

"Conditioned Stock Award" means an Award granted pursuant to Section 6.

"Committee" shall have the meaning set forth in Section 2.

"Disability" means disability as set forth in Section 22(e)(3) of the Code.

"Effective Date" means the date on which the Plan is approved by

stockholders as set forth in Section 17.

"Eligible Person" shall have the meaning set forth in Section 4.

"Fair Market Value" on any given date means the price per share of the

Stock on such date as reported by a nationally recognized stock exchange, or, if

the Stock is not listed on such an exchange, as reported by NASDAQ, or, if the

Stock is not quoted on NASDAQ, the fair market value of the Stock as determined

by the Committee.

"Incentive Stock Option" means any Stock Option designated and qualified as

an "incentive stock option" as defined in Section 422 of the Code.

"Non-Statutory Stock Option" means any Stock Option that is not an

Incentive Stock Option.

"Normal Retirement" means retirement from active employment with the

Company and its Subsidiaries in accordance with the retirement policies of the

Company and its Subsidiaries then in effect.

"Outside Director" means any director who (i) is not an employee of the

Company or of any "affiliated group," as such term is defined in Section 1504(a)

of the Code, which includes the Company (an "Affiliate"), (ii) is not a former

employee of the Company or any Affiliate who is receiving compensation for prior

services (other than benefits under a tax-qualified retirement plan) during the

Company's or any Affiliate's taxable year, (iii) has not been an officer of the

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Company or any Affiliate and (iv) does not receive remuneration from the Company

or any Affiliate, either directly or indirectly, in any capacity other than as a

director. "Outside Director" shall be determined in accordance with Section

162(m) of the Code and the Treasury regulations issued thereunder.

"Option" or "Stock Option" means any option to purchase shares of Stock

granted pursuant to Section 5.

"Performance Share Award" means an Award granted pursuant to Section 8.

"Stock" means the Common Stock, no par value, of the Company, subject to

adjustments pursuant to Section 3.

"Stock Appreciation Right" means an Award granted pursuant to Section 9.

"Subsidiary" means a subsidiary as defined in Section 424 of the Code.

"Unrestricted Stock Award" means Awards granted pursuant to Section 7.

SECTION 2. Administration of Plan; Committee Authority to Select Participants

and Determine Awards.

(a) Committee. The Plan shall be administered by a committee of the Board

(the "Committee") consisting of not less than two (2) Outside Directors, but the

authority and validity of any act taken or not taken by the Committee shall not

be affected if any person administering the Plan is not an "Outside Director."

The Board of Directors may act as the Committee at any time. Except as

specifically reserved to the Board under the terms of the Plan, the Committee

shall have full and final authority to operate, manage and administer the Plan

on behalf of the Company. Action by the Committee shall require the affirmative

vote of a majority of all members thereof. The Board may establish an additional

single-member committee (consisting of an executive officer) that shall have the

power and authority to grant Awards to non-executive officers and to make all

other determinations under the Plan with respect thereto.

(b) Powers of Committee. The Committee shall have the power and authority

to grant and modify Awards consistent with the terms of the Plan, including the

power and authority:

(i) to select the persons to whom Awards may from time to time be granted;

(ii) to determine the time or times of grant, and the extent, if any, of

Incentive Stock Options, Non-Statutory Stock Options, Restricted Stock,

Unrestricted Stock, Performance Shares and Stock Appreciation Rights, or any

combination of the foregoing, granted to any one or more participants;

(iii) to determine the number of shares to be covered by any Award;

(iv) to determine and modify the terms and conditions, including

restrictions, not inconsistent with the terms of the Plan, of any Award, which

terms and conditions may differ among individual Awards and participants, and to

approve the form of written instruments evidencing the Awards; provided,

however, that no such action shall adversely affect rights under any outstanding

Award without the participant's consent;

(v) to accelerate the exercisability or vesting of all or any portion of

any Award;

(vi) subject to the provisions of Section 5(b), to extend the period in

which any outstanding Stock Option or Stock Appreciation Right may be exercised;

(vii) to determine whether, to what extent, and under what circumstances

Stock and other amounts payable with respect to an Award shall be deferred

either automatically or at the election of the participant and whether and to

what extent the Company shall pay or credit amounts equal to interest (at rates

determined by the Committee) or dividends or deemed dividends on such deferrals;

and

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(viii) to adopt, alter and repeal such rules, guidelines and practices for

administration of the Plan and for its own acts and proceedings as it shall deem

advisable; to interpret the terms and provisions of the Plan and any Award

(including related written instruments); to make all determinations it deems

advisable for the administration of the Plan; to decide all disputes arising in

connection with the Plan; and to otherwise supervise the administration of the

Plan.

All decisions and interpretations of the Committee shall be binding on all

persons, including the Company and Plan participants.

SECTION 3. Shares Issuable under the Plan; Mergers; Substitution.

(a) Shares Issuable. The maximum number of shares of Stock with respect to

which Awards (including Stock Appreciation Rights) may be granted under the Plan

shall be Five Million (5,000,000). For purposes of this limitation, the shares

of Stock underlying any Awards which are forfeited, cancelled, reacquired by the

Company or otherwise terminated (other than by exercise) shall be added back to

the shares of Stock with respect to which Awards may be granted under the Plan

so long as the participants to whom such Awards had been previously granted

received no benefits of ownership of the underlying shares of Stock to which the

Award related. Subject to such overall limitation, any type or types of Award

may be granted with respect to shares, including Incentive Stock Options. Shares

issued under the Plan may be authorized but unissued shares or shares reacquired

by the Company.

(b) Stock Dividends, Mergers, etc. In the event that after approval of the

Plan by the directors of the Company in accordance with Section 17, the Company

effects a stock dividend, stock split or similar change in capitalization

affecting the Stock, the Committee shall make appropriate adjustments in (i) the

number and kind of shares of stock or securities with respect to which Awards

may thereafter be granted (including without limitation the limitations set

forth in Section 3(a) and Section 3(b) above), (ii) the number and kind of

shares remaining subject to outstanding Awards, and (iii) the option or purchase

price in respect of such shares. In the event of any merger, consolidation,

dissolution or liquidation of the Company, the Committee in its sole discretion

may, as to any outstanding Awards, make such substitution or adjustment in the

aggregate number of shares reserved for issuance under the Plan and in the

number and purchase price (if any) of shares subject to such Awards as it may

determine and as may be permitted by the terms of such transaction, or

accelerate, amend or terminate such Awards upon such terms and conditions as it

shall provide (which, in the case of the termination of the vested portion of

any Award, shall require payment or other consideration which the Committee

deems equitable in the circumstances), subject, however, to the provisions of

Section 15.

(c) Substitute Awards. The Committee may grant Awards under the Plan in

substitution for stock and stock based awards held by employees of another

corporation who concurrently become employees of the Company or a Subsidiary as

the result of a merger or consolidation of the employing corporation with the

Company or a Subsidiary or the acquisition by the Company or a Subsidiary of

property or stock of the employing corporation. The Committee may direct that

the substitute awards be granted on such terms and conditions as the Committee

considers appropriate in the circumstances. Shares which may be delivered under

such substitute awards may be in addition to the maximum number of shares

provided for in Section 3(a).

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SECTION 4. Eligibility.

Awards may be granted to officers, directors, and employees of and

consultants and advisers to the Company or its Subsidiaries ("Eligible

Persons").

SECTION 5. Stock Options.

The Committee may grant to Eligible Persons options to purchase stock.

Any Stock Option granted under the Plan shall be in such form as the

Committee may from time to time approve.

Stock Options granted under the Plan may be either Incentive Stock Options

(subject to compliance with applicable law) or Non-Statutory Stock Options.

Unless otherwise so designated, an Option shall be a Non-Statutory Stock Option.

To the extent that any option does not qualify as an Incentive Stock Option, it

shall constitute a Non-Statutory Stock Option.

No Incentive Stock Option shall be granted under the Plan after the tenth

anniversary of the earlier of (i) the date of adoption of the Plan by the Board,

or (ii) the date on which the Plan is ratified by the stockholders as set forth

in Section 17.

The Committee in its discretion may determine the effective date of Stock

Options, provided, however, that grants of Incentive Stock Options shall be made

only to persons who are, on the effective date of the grant, employees of the

Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a)

shall be subject to the following terms and conditions and the terms and

conditions of Section 13 and shall contain such additional terms and conditions,

not inconsistent with the terms of the Plan, as the Committee shall deem

desirable.

(a) Exercise Price. The exercise price per share for the Stock covered by a

Stock Option granted pursuant to this Section 5(a) shall be determined by the

Committee at the time of grant but shall be, in the case of Incentive Stock

Options, not less than one hundred percent (100%) of Fair Market Value on the

date of grant. If an employee owns or is deemed to own (by reason of the

attribution rules applicable under Section 424(d) of the Code) more than ten

percent (10%) of the combined voting power of all classes of stock of the

Company or any Subsidiary or parent corporation and an Incentive Stock Option is

granted to such employee, the option price shall be not less than one hundred

ten percent (110%) of Fair Market Value on the grant date.

(b) Option Term. The term of each Stock Option shall be fixed by the

Committee, but no Incentive Stock Option shall be exercisable more than ten (10)

years after the date the option is granted. If an employee owns or is deemed to

own (by reason of the attribution rules of Section 424(d) of the Code) more than

ten percent (10%) of the combined voting power of all classes of stock of the

Company or any Subsidiary or parent corporation and an Incentive Stock Option is

granted to such employee, the term of such option shall be no more than five (5)

years from the date of grant.

(c) Exercisability; Rights of a Shareholder. Stock Options shall become

vested and exercisable at such time or times, whether or not in installments, as

shall be determined by the Committee at or after the grant date. The Committee

may at any time accelerate the exercisability of all or any portion of any Stock

Option. An optionee shall have the rights of a shareholder only as to shares

acquired upon the exercise of a Stock Option and not as to unexercised Stock

Options.

(d) Method of Exercise. Stock Options may be exercised in whole or in part,

by delivering written noti