EXHIBIT 10.4 OPTION AGREEMENT


                                OPTION AGREEMENT

     THIS OPTION AGREEMENT is made and entered into as of February 21, 2002 by
and between Logistics Management Resources, Inc. ("Buyer"), and Midwest Merger
Management LLC ("Seller"). Seller hereby grants Buyer the right and option to
purchase 100 shares of Class A common stock of Interstate University, Inc. for
$1.00 per share upon the complete satisfaction of all of Buyer's obligations to
Seller under the Stock Purchase Agreement between them dated the date hereof and
the related Promissory Note in the original principal amount of $200,000.

     IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first above written.


LOGISTICS MANAGEMENT RESOURCES, INC.


BY:    /s/ Danny Pixler
       ----------------
TITLE: Danny Pixler, President


MIDWEST MERGER MANAGEMENT LLC


BY:    /s/ Michele Brown
       -----------------
TITLE: Michele Brown, Secretary