EXHIBIT 10.12 DETWILER, MITCHELL & CO. STOCK OPTION AGREEMENT

Date of Grant:

November 6, 2002

Name of Option Holder:

James K. Mitchell

Social Security Number:

On File

Type of Option:

Nonstatutory (“NSO”)

Number of Shares of Common Stock Covered by the Option:

300,000

Exercise Price per Share:

1.00

Vesting Start Date:

November 6, 2003

Vesting Schedule:

Number of and Date Shares Vested:

50,000 Shares on November 6, 2003

Number of and Date Shares Vested:

100,000 Shares on November 6, 2004

Number of and Date Shares Vested:

100,000 Shares on November 6, 2005

Number of and Date Shares Vested:

50,000 Shares on November 6, 2005

Expiration Date:

Five Years After Date of Grant

                    (a)  Regular Termination.  If your Service terminates for any reason except death or Disability, then your Option will expire at the close of business at Company headquarters on the date 30 days after your termination date.  During that 30-day period, you may exercise that portion of your Option that was vested on the date that your Service terminated.

                    (b)  Cause.  If your Service terminates for Cause or if you resign from your employment, your Option will expire immediately.

          For purposes of this Section, “Cause” means (i) your continued failure to perform substantially your duties as set by the Company at the date of this Agreement (other than as a result of sickness, accident or similar cause beyond your reasonable control) after your receipt of a written warning and have been given thirty (30) days to improve; (ii) willful and material misconduct, which is demonstrably and materially injurious to the Company or any of its subsidiaries, including willful and material failure to perform your duties as an officer or employee of the Company or any of its subsidiaries or a material breach of this Agreement; (iii) conviction of or plea of nolo contendere to a felony; and (iv) conviction of an act of fraud against, or the misappropriation of property belonging to, the Company or any of its subsidiaries, or any employee, customer, or supplier of the Company or any of its subsidiaries.

                    (c)  Death.  If you die while in Service, then your Option will expire at the close of business at Company headquarters on the date six (6) months after the date of

death.  During that six-month period, your estate or heirs may exercise that portion of your Option that was vested on the date of death.

                    (d)  Disability.  If your Service terminates because of your Disability, then your Option will expire at the close of business at Company headquarters on the date six (6) months after your termination date.  During that six-month period, you may exercise that portion of your Option that was vested on the date of your Disability.

          “Disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment.

                    (a)  Legal Restrictions.  By signing this Agreement, you agree not to exercise this Option or sell any Common Stock acquired upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale and to comply with any such laws, regulations or policies deemed applicable to such exercise or sale by counsel to the Company.  In particular, the Company shall have the right to designate one or more periods of time, each of which shall not exceed 180 days in length, during which this Option shall not be exercisable if the Company determines (in its sole discretion) that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act for the issuance or transfer of any securities.  Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable.  Notwithstanding the foregoing, if a limitation is imposed and such limitation would cause a forfeiture of your exercise right because your option would expire during such limitation period, then the vesting schedule and expiration date of your option shall be extended 30 days beyond the limitation period to allow for exercise of your option.

                    (b)  Method of Exercise.  To exercise your Option, you must execute the Notice of Exercise, attached hereto as Exhibit A.  You must submit this form, together with full payment, at the address given on the form.  Your Notice of Exercise must specify how many shares you wish to purchase.  Your Notice of Exercise will be effective when it is received by the Company.  If someone else wants to exercise your Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so.

                    (c)  Form of Payment.  When you submit Exhibit A, you must include payment of the aggregate Exercise Price for the Common Stock you are purchasing.  Payment may be made in one (or a combination) of the following forms.

•

Your personal cheque, a cashier’s cheque or a money order.

•

Shares of Common Stock which you have owned for six months and which are surrendered to the Company.  The value of such Common Stock, determined as of the effective date of the Option exercise, will be applied to the Exercise Price.

•

To the extent that a public market for Common Stock exists as determined by the Company, by delivery (on a form approved by the Company) of an irrevocable direction to a securities broker to sell Common Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Exercise Price.

•

To the extent that a public market for Common Stock exists as determined by the Company, by delivery (on a form approved by the Company) of an irrevocable direction to a securities broker or lender to pledge Common Stock, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of the aggregate Exercise Price.

•

Any other form of legal consideration approved by the Board.

                    (d)  Withholding Taxes.  You will not be allowed to exercise your Option unless you make acceptable arrangements to pay any withholding or other taxes that may be due as a result of the exercise of, or other dealing in, the Option or the sale of Common Stock acquired upon exercise of your Option.

                    (a)  Adjustments. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of:

                    (1)          The number of shares subject to the Option; or

                    (2)          The Exercise Price under the outstanding Option.

                    (b)  Dissolution or Liquidation.  To the extent not previously exercised, your Option shall terminate immediately prior to the dissolution or liquidation of the Company.

                    (c)  Reorganizations.  If the Company is a party to a merger or other reorganization, your Option shall be subject to the agreement of merger or reorganization.  Such agreement shall provide for one or more of the following, in all cases without your consent being required:

                                          (1)          The continuation of the Option, if the Company is a surviving corporation;

                                          (2)          The assumption of the outstanding Option by the surviving corporation or its parent or subsidiary;

                                          (3)          The substitution by the surviving corporation or its parent or subsidiary of its own awards for the Option; or

                                          (4)          Full exercisability and/or vesting and/or accelerated expiration of the Option.

                    (d)  Reservation of Rights.  Except as provided in this Section 11, you shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class.  Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to your Option.  The grant of your Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to issue or sell any shares of stock of any class, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

By signing below, you agree to all of the terms and conditions described in this Stock Option Agreement, including the attached Notice of Exercise.

Option Holder:

/s/ JAMES K. MITCHELL

(Signature)

Company:

/s/ ROBERT SHARP

(Signature)

Title:

Chairman of the Compensation Committee of Detwiler Mitchell & Co.