EXHIBIT 10.8

                    ENVIRONMENTAL SERVICE PROFESSIONALS, INC.
                        2008 ESP STOCK AND INCENTIVE PLAN



                                   ARTICLE 1.
                             BACKGROUND AND PURPOSE


         1.1.  BACKGROUND.  This 2008 ESP Stock and Incentive  Plan (the "Plan")
permits the grant of Incentive Stock Options, Non-Qualified Stock Options, Stock
Appreciation  Rights,  Restricted  Stock,  Restricted  Stock  Units,  and  other
equity-based awards.


         1.2. PURPOSE.  The purposes of the Plan are (a) to attract,  reward and
retain  highly  competent   persons  as  officers,   Directors,   Employees  and
Consultants  of the  Company;  (b) to  provide  additional  incentives  to  such
Employees,  officers, Directors and Consultants by aligning their interests with
those of the  Company's  shareholders;  and (c) to  promote  the  success of the
business of the Company.


         1.3.  ELIGIBILITY.  Service  Providers  who  are  officers,  Directors,
Employees  or  Consultants  are  eligible to be granted  Awards  under the Plan.
However, Incentive Stock Options may be granted only to Employees.


         1.4. DEFINITIONS.  Capitalized terms used in the Plan and not otherwise
defined  herein shall have the  meanings  assigned to such terms in the attached
Appendix.


                                   ARTICLE 2.
                                  SHARE LIMITS


         2.1.     SHARES SUBJECT TO THE PLAN.

                  (a) SHARE RESERVE. Awards may be made under the Plan for up to
10,000,000 Shares. In addition,  on each anniversary of the Effective Date on or
before the fifth  anniversary  of the Effective  Date,  the aggregate  number of
shares of the Company's Common Stock reserved for issuance under this Plan shall
be  increased  automatically  by the lesser of: (a) a number of shares  equal to
five  percent (5%) of the total  number of Shares on the  immediately  preceding
December  31st; (b) 500,000  Shares;  or (c) such lesser number of shares as the
Board, in its sole discretion,  determines. These limits on the number of Shares
subject to the share reserve shall be subject to adjustment under Section 2.3(a)
of the Plan. All of the available  Shares may, but need not, be issued  pursuant
to the exercise of Incentive Stock Options to the extent  permissible  under the
Code.  At all times the Company  will  reserve and keep  available a  sufficient
number of Shares to satisfy  the  requirements  of all  outstanding  Awards made
under the Plan and all other outstanding but unvested Awards made under the Plan
that are to be settled in Shares.


                  (b)  SHARES  COUNTED  AGAINST  LIMITATION.   If  an  Award  is
exercised, in whole or in part, by tender or attestation of Shares under Section
5.4(b),  or  if  the  Company's  tax  withholding  obligation  is  satisfied  by
withholding  Shares under Section  10.7(b),  the number of Shares deemed to have
been issued  under the Plan (for  purposes of the  limitation  set forth in this

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Section  2.1)  shall be the number of Shares  that were  subject to the Award or
portion  thereof so exercised and not the net number of Shares  actually  issued
upon such exercise.

                  (c)  LAPSED  AWARDS.  If  an  Award:  (i)  expires;   (ii)  is
terminated,  surrendered,  or canceled without having been exercised in full; or
(iii) is  otherwise  forfeited  in whole or in part  (including  as a result  of
Shares  constituting  or subject to an Award  being  repurchased  by the Company
pursuant to a contractual  repurchase right), then the unissued Shares that were
subject to such Award and/or such surrendered, canceled, or forfeited Shares (as
the case may be) shall become  available for future grant or sale under the Plan
(unless the Plan has  terminated),  subject  however,  in the case of  Incentive
Stock Options, to any limitations under the Code.


                  (d)  SUBSTITUTE  AWARDS.  The Committee may grant Awards under
the Plan in  substitution  for stock and stock based  awards held by  employees,
directors, consultants or advisors of another company (an "Acquired Company") in
connection with a merger,  consolidation or similar  transaction  involving such
Acquired  Company  with the Company or an Affiliate  or the  acquisition  by the
Company or an  Affiliate  of  property  or stock of the  Acquired  Company.  The
Committee  may direct  that the  substitute  Awards be granted on such terms and
conditions  as  the  Committee  considers   appropriate  in  the  circumstances,
including  provisions  that  preserve  the  aggregate  exercise  price  and  the
aggregate  option  spread as of the closing  date of any such  transaction.  Any
substitute  Awards  granted  under the Plan  shall not count  against  the share
limitations set forth in Sections 2.1(a) and 2.2.


         2.2. INDIVIDUAL SHARE LIMIT. In any Tax Year, no Service Provider shall
be  granted  Awards  with  respect  to more  than  2,500,000  Shares.  The limit
described in this Section 2.2 shall be construed and applied  consistently  with
Section  162(m) of the Code,  except  that this limit shall apply to all Service
Providers.


                  (a) AWARDS NOT SETTLED IN SHARES. If an Award is to be settled
in cash or any medium other than Shares, the number of Shares on which the Award
is based shall count toward the individual share limit set forth in this Section
2.2.

                  (b) CANCELED AWARDS.  Any Awards granted to a Participant that
are  canceled  shall  continue  to  count  toward  the  individual  share  limit
applicable to that Participant set forth in this Section 2.2.


         2.3.   ADJUSTMENTS.   The  following   provisions  will  apply  if  any
extraordinary dividend or other extraordinary  distribution occurs in respect of
the Shares  (whether in the form of cash,  Shares,  other  securities,  or other
property), or any reclassification,  recapitalization,  stock split (including a
stock  split  in  the  form  of  a  stock   dividend),   reverse   stock  split,
reorganization,   merger,  combination,   consolidation,   split-up,   spin-off,
combination,  repurchase,  or  exchange  of  Shares or other  securities  of the
Company or any similar, unusual or extraordinary corporate transaction (or event
in respect of the  Shares) or a sale of all or  substantially  all the assets of
the Company  occurs.  The Committee  will, in such manner and to such extent (if
any) as it deems appropriate and equitable:

                  (a)  proportionately  adjust  any or all of (i) the number and
type of Shares (or other  securities) that thereafter may be made the subject of
Awards  (including  the  specific  maximums  and  numbers  of  shares  set forth
elsewhere  in the Plan),  (ii) the  number,  amount and type of Shares (or other
securities  or property)  subject to any or all  outstanding  Awards,  (iii) the

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grant,  purchase,  or exercise price of any or all outstanding  Awards, (iv) the
securities,  cash or other property deliverable upon exercise of any outstanding
Awards or (v) the performance  standards  appropriate to any outstanding  Awards
(subject to the  limitations for performance  based  compensation  under Section
162(m) of the Code), or

                  (b)  in  the  case  of  an  extraordinary  dividend  or  other
distribution,   recapitalization,   reclassification,   merger,  reorganization,
consolidation,  combination,  sale of assets,  split up, exchange,  or spin off,
make provision for (i) a cash payment,  (ii) the substitution or exchange of any
or all outstanding Awards, (iii) the cash, securities or property deliverable to
the  holder of any or all  outstanding  Awards  based upon the  distribution  or
consideration  payable  with respect to Shares upon or in respect of such event,
(iv) all vested Options and Stock Appreciation  Rights to be exercised by a date
certain in connection  with such event at which time these stock rights (whether
or not then vested) shall terminate,  provided Participants are provided advance
written notice or (v) a combination of the foregoing.

The Committee  shall value Awards as it deems  reasonable in the event of a cash
settlement  and, in the case of Options,  Stock  Appreciation  Rights or similar
stock rights,  may base such settlement solely upon the excess if any of the per
Share amount payable upon or in respect of such event over the exercise price of
the Award. The Committee's  determination  with respect to any adjustments under
this Section 2.3 shall be final and conclusive. The Committee may act under this
Section  2.3 at any time to the extent  that the  Committee  deems  such  action
necessary  to permit a  Participant  to  realize  the  benefits  intended  to be
conveyed with respect to the underlying  Shares in the same manner as is or will
be  available  to  stockholders  generally.  In the case of any  stock  split or
reverse stock split, if no action is taken by the Committee,  the  proportionate
adjustments contemplated by Section 2.3(a) above shall nevertheless be made.


                                   ARTICLE 3.
                               PLAN ADMINISTRATION


         3.1. ADMINISTRATOR. The Plan shall be administered by the Committee.

         3.2.  POWERS OF THE  COMMITTEE.  Subject to the provisions of the Plan,
Applicable Law, and the specific duties delegated by the Board to the Committee,
the Committee shall have the authority in its  discretion:  (a) to determine the
Fair Market  Value;  (b) to select the Service  Providers  to whom Awards may be
granted  hereunder  and the  types of  Awards  to be  granted  to  each;  (c) to
determine  the number of Shares to be covered by each Award  granted  hereunder;
(d) to determine whether,  to what extent, and under what circumstances an Award
may be  settled  in cash,  Shares,  other  securities,  other  Awards,  or other
property; (e) to approve forms of Award Agreements;  (f) to determine and amend,
in a manner  consistent  with the terms of the Plan, the terms and conditions of
any Award granted hereunder, based on such factors as the Committee, in its sole
discretion, shall determine; (g) to construe and interpret the terms of the Plan
and Award  Agreements;  (h) to  correct  any  defect,  supply any  omission,  or
reconcile any inconsistency in the Plan or any Award Agreement in the manner and
to the extent it shall deem desirable to carry out the purposes of the Plan; (i)
to prescribe,  amend,  and rescind rules and  regulations  relating to the Plan,
including rules and regulations  relating to sub-plans  established  pursuant to
Section 12.1 of the Plan; (j) to authorize withholding  arrangements pursuant to
Section 10.7(b) of the Plan; (k) to authorize any person to execute on behalf of
the Company any instrument  required to effect the grant of an Award  previously

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granted by the Committee;  (l) to accelerate the vesting,  exercisability and/or
the deemed  attainment of a Performance  Objective with respect to an Award; and
(m) to make all other  determinations and take all other action described in the
Plan  or  as  the  Committee   otherwise   deems   necessary  or  advisable  for
administering the Plan and effectuating its purposes.

         3.3.  COMPLIANCE WITH  APPLICABLE LAW. The Committee shall  administer,
construe,  interpret,  and  exercise  discretion  under the Plan and each  Award
Agreement in a manner that is consistent  and in  compliance  with a reasonable,
good faith interpretation of all Applicable Laws, and that avoids (to the extent
practicable)  the  classification  of any Award as "deferred  compensation"  for
purposes  of  Section  409A  of  the  Code,  as  determined  by  the  Committee.
Notwithstanding  the  foregoing,  the  failure to satisfy  the  requirements  of
Section  409A or Section  162(m) with respect to the grant of an Award under the
Plan shall not affect the validity of the action of the Committee otherwise duly
authorized and acting in the matter.

         3.4.  EFFECT OF COMMITTEE'S  DECISION AND  COMMITTEE'S  LIABILITY.  The
Committee's  decisions,  determinations and  interpretations  shall be final and
binding  on all  Participants  and any other  holders  of  Awards.  Neither  the
Committee  nor  any of its  members  shall  be  liable  for any  act,  omission,
interpretation,  construction, or determination made in good faith in connection
with  the  Plan or any  Award  Agreement.  Further,  in the  performance  of its
responsibilities with respect to the Plan or any Award Agreement,  the Committee
shall be  entitled  to rely upon  information  and/or  advice  furnished  by the
Company's  officers or  employees,  the  Company's  accountants,  the  Company's
counsel and any other party the Committee deems necessary,  and no member of the
Committee shall be liable for any action taken or not taken in reliance upon any
such information and/or advice.

         3.5. ACTION BY THE BOARD / DELEGATION TO EXECUTIVE OFFICERS. Subject to
Applicable  Law, any authority or  responsibility  that,  under the terms of the
Plan,  may be exercised by the Committee may  alternatively  be exercised by the
Board.  Further,  to the extent  permitted by Applicable  Law, the Committee may
delegate to one or more Executive  Officers the powers: (a) to designate Service
Providers who are not Executive Officers as eligible to participate in the Plan;
and (b) to  determine  the  amount  and type of Awards  that may be  granted  to
Service Providers who are not Executive Officers.

         3.6. AWARDS MAY BE GRANTED  SEPARATELY OR TOGETHER.  In the Committee's
discretion,  Awards may be granted alone,  in addition to, or in tandem with any
other  Award or any  award  granted  under  another  plan of the  Company  or an
Affiliate.  Awards  granted in addition to or in tandem with other awards may be
granted either at the same time or at different times.


                                   ARTICLE 4.
                       VESTING AND PERFORMANCE OBJECTIVES

         4.1.  GENERAL.  The vesting  schedule or Period of Restriction  for any
Award shall be  specified in the Award  Agreement.  The criteria for vesting and
for  removing   restrictions  on  any  Award  may  include  (i)  performance  of
substantial services for the Company for a specified period; (ii) achievement of
one or more Performance  Objectives;  or (iii) a combination of (i) and (ii), as
determined by the Committee.

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         4.2.  PERIOD OF ABSENCE FROM  PROVIDING  SUBSTANTIAL  SERVICES.  To the
extent that vesting or removal of  restrictions  is contingent on performance of
substantial services for a specified period, a leave of absence (whether paid or
unpaid) shall not count toward the required  period of service  unless the Award
Agreement specifically provides otherwise.


         4.3.     PERFORMANCE OBJECTIVES.

                  (a) POSSIBLE PERFORMANCE OBJECTIVES. Any Performance Objective
shall  relate to the  Service  Provider's  performance  for the  Company  (or an
Affiliate)   or  the   Company's  (or   Affiliate's)   business   activities  or
organizational  goals,  and shall be  sufficiently  specific  that a third party
having  knowledge of the relevant facts could determine  whether the Performance
Objective is achieved.  For Awards not intended to qualify as "performance-based
compensation"  under  Section  162(m) of the Code,  the  Committee may establish
Performance  Objectives  based on other  criteria as it deems  appropriate.  The
Performance  Objectives will be comprised of specified  levels of one or more of
the following  performance  measures as the  Committee  deems  appropriate:  net
earnings or net income (before of after taxes); earnings per share; net sales or
revenue  growth;  net operating  profit;  return  measures  (including,  but not
limited to, return on assets,  capital,  equity,  sales, or revenue);  cash flow
(including,  but not limited to,  operating cash flow, free cash flow, cash flow
return on equity, and cash flow return on investment);  earnings before or after
taxes, interest, depreciation,  and/or amortization; gross or operating margins;
productivity ratios; share price (including, but not limited to, growth measures
and total shareholder return); expense targets;  margins;  operating efficiency;
market share; working capital targets;  cash value added;  economic value added;
market  penetration;  and  product  introductions,  in each case  determined  in
accordance   with  generally   accepted   accounting   principles   (subject  to
modifications  approved  by the  Committee)  consistently  applied on a business
unit,  divisional,  subsidiary or consolidated basis or any combination thereof.
The  Performance  Objectives may be described in terms of goals that are related
to the individual  Participant or goals that are  Company-wide  or related to an
Affiliate,  division,  department,  region, function or business unit and may be
measured on an absolute or  cumulative  basis or on the basis of  percentage  of
improvement  over time, and may be measured in terms of Company  performance (or
performance of the applicable Affiliate,  division, department, region, function
or business unit) or measured relative to selected peer companies or a market or
other   index.   In   addition,   for   Awards  not   intended   to  qualify  as
"performance-based compensation" under Section 162(m) of the Code, the Committee
may  establish  Performance  Objectives  based  on  other  criteria  as it deems
appropriate.


                  (b) STOCKHOLDER APPROVAL OF PERFORMANCE  OBJECTIVES.  The list
of possible Performance  Objectives set forth in Section 4.3(a),  above, and the
other  material  terms of Awards of Restricted  Stock or Restricted  Stock Units
that are intended to qualify as  "performance-based  compensation" under Section
162(m) of the Code, shall be subject to reapproval by the Company's stockholders
at the first  stockholder  meeting that occurs in 2011.  No Award of  Restricted
Stock  or   Restricted   Stock   Units   that  is   intended   to   qualify   as
"performance-based  compensation" under Section 162(m) of the Code shall be made
after that meeting unless  stockholders  have reapproved the list of Performance
Objectives, or unless the vesting of the Award is made contingent on stockholder
approval of the Performance Objectives and other material terms of such Awards.

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                  (c) DOCUMENTATION OF PERFORMANCE  OBJECTIVES.  With respect to
any Award,  the  Performance  Objectives  shall be set forth in writing no later
than  90  days  after  commencement  of the  period  to  which  the  Performance
Objective(s)  relate(s)  (or, if sooner,  before 25% of such period has elapsed)
and at a time when  achievement of the Performance  Objectives is  substantially
uncertain.  Such writing shall also include the period for measuring achievement
of the Performance  Objectives,  which shall be no greater than five consecutive
years, as established by the Committee.  Once established by the Committee,  the
Performance  Objective(s)  may not be changed to accelerate the settlement of an
Award or to accelerate the lapse or removal of restrictions on Restricted  Stock
that otherwise would be due upon the attainment of the Performance Objective(s).

                  (d) COMMITTEE CERTIFICATION.  Prior to settlement of any Award
that is contingent on achievement  of one or more  Performance  Objectives,  the
Committee shall certify in writing that the applicable Performance  Objective(s)
and any other material terms of the Award were in fact  satisfied.  For purposes
of this Section  4.3(d),  approved  minutes of the  Committee  shall be adequate
written certification.


                                   ARTICLE 5.
                                  STOCK OPTIONS


         5.1.  TERMS OF OPTION.  Subject to the provisions of the Plan, the type
of Option,  term,  exercise price,  vesting  schedule,  and other conditions and
limitations  applicable  to each Option shall be as  determined by the Committee
and shall be stated in the Award Agreement.

         5.2.     TYPE OF OPTION.

                  (a) Each Option shall be designated in the Award  Agreement as
either an Incentive Stock Option or a Non-Qualified Option.


                  (b) Neither the Company nor the Committee shall have liability
to a Participant  or any other party if an Option (or any part thereof) which is
intended to be an Incentive  Stock Option does not qualify as an Incentive Stock
Option.  In addition,  the  Committee  may make an  adjustment  or  substitution
described  in Section 2.3 of the Plan that causes the Option to cease to qualify
as an Incentive Stock Option without the consent of the affected  Participant or
any other party.

         5.3.     LIMITATIONS.

                  (a) MAXIMUM  TERM. No Option shall have a term in excess of 10
years measured from the date the Option is granted. In the case of any Incentive
Stock Option granted to a 10% Stockholder (as defined in Section 5.3(d), below),
the term of such  Incentive  Stock Option  shall not exceed five years  measured
from the date the Option is granted.

                  (b)  MINIMUM  EXERCISE  PRICE.  Except as  provided in Section
5.3(e) and subject to Section  2.3(b) of the Plan,  the exercise price per share
of an Option  shall not be less than 100% of the Fair Market  Value per Share on
the date the  Option  is  granted.  In the case of any  Incentive  Stock  Option
granted to a 10% Stockholder (as defined in Section 5.3(d),  below),  subject to
Section 2.3(b) of the Plan, the exercise price per share of such Incentive Stock
Option  shall not be less than  110% of the Fair  Market  Value per Share on the
date the Option is granted.

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                  (c)   $100,000    LIMIT   FOR   INCENTIVE    STOCK    OPTIONS.
Notwithstanding  an Option's  designation,  to the extent that  Incentive  Stock
Options  are  exercisable  for the  first  time by the  Participant  during  any
calendar year with respect to Shares whose  aggregate  Fair Market Value exceeds
$100,000  (regardless of whether such Incentive Stock Options were granted under
the Plan, or any other plan of the Company or any Affiliate), such Options shall
be treated as Non-Qualified  Options.  For purposes of this Section 5.3(c), Fair
Market  Value  shall be  measured  as of the date the  Option  was  granted  and
Incentive  Stock  Options shall be taken into account in the order in which they
were granted consistent with Applicable Law.

                  (d) 10% STOCKHOLDER.  For purposes of this Section 5.3, a "10%
Stockholder"  is an  individual  who,  immediately  before  the date an Award is
granted,  owns (or is treated as owning) stock  possessing  more than 10% of the
total  combined  voting  power of all  classes  of stock of the  Company  (or an
Affiliate), determined under Section 424(d) of the Code.

                  (e) SHORT-TERM BELOW MARKET OPTIONS.  The Committee shall have
the authority to grant Options with an exercise price that is less than the Fair
Market  Value  per  Share on the date  that the  Option  is  granted;  provided,
however,  that notwithstanding any other provision of this Plan to the contrary,
the Award  Agreement  for each such  Option  shall  require  that the  Option be
exercised no later than the 15th day of the third month following the end of the
calendar year in which the Option is granted.

         5.4.  FORM  OF   CONSIDERATION.   The  Committee  shall  determine  the
acceptable form of consideration for exercising an Option,  including the method
of payment.  In the case of an  Incentive  Stock  Option,  the  Committee  shall
determine the  acceptable  form of  consideration  at the time of grant.  To the
extent approved by the Committee,  the  consideration  for exercise of an Option
may be paid in any one, or any combination,  of the forms of  consideration  set
forth in subsections (a), (b), (c), and (d) below.

                  (a) CASH EQUIVALENT. Consideration may be paid by cash, check,
or other cash equivalent approved by the Committee.

                  (b) TENDER OR ATTESTATION OF SHARES. Consideration may be paid
by the  tendering  of other  Shares to the  Company  or the  attestation  to the
ownership  of the Shares  that  otherwise  would be  tendered  to the Company in
exchange  for the  Company's  reducing  the number of Shares  issuable  upon the
exercise of the Option.  Shares  tendered or attested to in exchange  for Shares
issued  under the Plan  must be held by the  Service  Provider  for at least six
months prior to their tender or their  attestation to the Company and may not be
Shares of  Restricted  Stock at the time they are  tendered or attested  to. The
Committee  shall  determine  acceptable  methods for  tendering  or attesting to
Shares to exercise an Option under the Plan and may impose such  limitations and
prohibitions on the use of Shares to exercise  Options as it deems  appropriate.
For  purposes  of  determining  the  amount of the  Option  price  satisfied  by
tendering  or  attesting  to Shares,  such Shares  shall be valued at their Fair
Market Value on the date of tender or attestation, as applicable.

                  (c)   BROKER-ASSISTED   CASHLESS  EXERCISE.   Subject  to  the
Committee's  approval,  consideration  may  be  paid  by the  Participant's  (i)
irrevocable  instructions  to the  Company to deliver the Shares  issuable  upon
exercise of the Option promptly to a broker  (acceptable to the Company) for the
Participant's  account, and (ii) irrevocable  instructions to the broker to sell
Shares  sufficient  to pay the exercise  price and upon such sale to deliver the

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exercise price to the Company.  A Participant may use this form of exercise only
if the exercise  would not subject the  Participant  to liability  under Section
16(b) of the Exchange Act or would be exempt pursuant to Rule 16b-3  promulgated
under the Exchange Act or any other exemption from such  liability.  The Company
shall deliver an  acknowledgement  to the broker upon receipt of instructions to
deliver the Shares, and the Company shall deliver the Shares to such broker upon
the  settlement  date.  Upon receipt of the Shares from the Company,  the broker
shall deliver to the Company cash sale proceeds sufficient to cover the exercise
price and any applicable  withholding  taxes due.  Shares acquired by a cashless
exercise shall be deemed to have a Fair Market Value on the Option exercise date
equal to the gross  sales  price at which the broker  sold the Shares to pay the
exercise price.

                  (d) OTHER METHODS.  Consideration may be paid using such other
methods of payment as the Committee,  at its discretion,  deems appropriate from
time to time.

         5.5.     EXERCISE OF OPTION.

                  (a) PROCEDURE FOR EXERCISE. Any Option granted hereunder shall
be  exercisable  according  to the terms of the Plan and at such times and under
such conditions as set forth in the Award  Agreement.  An Option shall be deemed
exercised  when the  Committee  receives:  (i)  written or  facsimile  notice of
exercise (in accordance  with the Award  Agreement)  from the person entitled to
exercise  the Option and (ii) full  payment for the Shares (in a form  permitted
under Section 5.4 of the Plan) with respect to which the Option is exercised.

                  (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER.  Except
as otherwise  provided in the Award  Agreement,  in the event of  Termination of
Service before exercise of an Option, the following rules shall apply:

                           (i) If the  Participant's  Termination  of Service is
                  for Cause, no portion of the Option may be exercised,  and the
                  Option  will  immediately   expire  upon  the  Termination  of
                  Service;

                           (ii)  An   Option   may  be   exercised   after   the
                  Participant's  Termination  of Service only to the extent that
                  the Option was vested as of the Termination of Service;

                           (iii)  An  Option  may  not be  exercised  after  the
                  expiration  of the  term of such  Option  as set  forth in the
                  Award Agreement;

                           (iv) Unless a Participant's Termination of Service is
                  the  result  of the  Participant's  death or  Disability,  the
                  Participant  may not exercise the vested  portion of an Option
                  more than three months after such Termination of Service;

                           (v) If a Participant's  Termination of Service is the
                  result  of  the   Participant's   death  or  Disability,   the
                  Participant may exercise the vested portion of an Option up to
                  12 months after Termination of Service; and

                           (vi) After the  Participant's  death, his Beneficiary
                  may  exercise an Option  only to the extent that the  deceased
                  Participant  was  entitled to exercise  such  Incentive  Stock
                  Option as of the date of his death.

If the  Committee  determines,  subsequent  to a  Participant's  Termination  of
Service  but before  exercise  of an  Option,  that  either  before or after the

                                      -8-
<PAGE>

Participant's  Termination  of Service the  Participant  engaged in conduct that
constitutes  "Cause,"  then the  Participant's  right to exercise  any Option is
forfeited immediately.

                  (c) RIGHTS AS A STOCKHOLDER. Shares subject to an Option shall
be deemed issued,  and the Participant shall be deemed the record holder of such
Shares,  on the Option exercise date.  Until such Option exercise date, no right
to vote or receive  dividends or any other rights as a  stockholder  shall exist
with respect to the Shares subject to the Option.  In the event that the Company
effects a split of the  Shares  by means of a stock  dividend  and the  exercise
price of, and number of Shares subject to, an Option are adjusted as of the date
of  distribution  of the  dividend  (rather  than as of the record date for such
dividend),  then a Participant who exercises such Option between the record date
and the distribution  date for such stock dividend shall be entitled to receive,
on the distribution  date, the stock dividend with respect to the Shares subject
to the Option.  No other  adjustment shall be made for a dividend or other right
for which the record date is prior to the date the Shares are issued.

         5.6.  REPURCHASE  RIGHTS.  The Committee  shall have the  discretion to
grant Options which are  exercisable  for unvested  Shares.  If the  Participant
ceases to be a Service Provider while holding such unvested Shares,  the Company
shall  have the right to  repurchase  any or all of those  unvested  Shares at a
price per share equal to the lower of (i) the exercise price paid per Share,  or
(ii) the Fair Market Value per Share at the time of  repurchase.  The terms upon
which such repurchase right shall be exercisable by the Committee (including the
period and procedure for exercise and the appropriate  vesting  schedule for the
purchased  Shares)  shall be  established  by the Committee and set forth in the
document evidencing such repurchase right.


                                   ARTICLE 6.
                            STOCK APPRECIATION RIGHTS

         6.1. TERMS OF STOCK APPRECIATION RIGHT. The term, base amount,  vesting
schedule,  and  other  conditions  and  limitations  applicable  to  each  Stock
Appreciation  Right shall be as  determined by the Committee and shall be stated
in the Award  Agreement.  Except as  otherwise  provided by the  Committee,  all
Awards of Stock Appreciation Rights shall be settled in Shares issuable upon the
exercise of the Stock Appreciation Right.


         6.2.     EXERCISE OF STOCK APPRECIATION RIGHT.

                  (a)  PROCEDURE  FOR  EXERCISE.  Any Stock  Appreciation  Right
granted hereunder shall be exercisable according to the terms of the Plan and at
such  times and under such  conditions  as set forth in the Award  Agreement.  A
Stock  Appreciation  Right shall be deemed exercised when the Committee receives
written or facsimile notice of exercise (in accordance with the Award Agreement)
from the person entitled to exercise the Stock Appreciation Right.

                  (b)  TERMINATION  OF  RELATIONSHIP  AS  A  SERVICE   PROVIDER.
Following a  Participant's  Termination  of  Service,  the  Participant  (or the
Participant's  Beneficiary,  in the case of Termination of Service due to death)
may exercise his or her Stock  Appreciation  Right within such period of time as
is  specified in the Award  Agreement to the extent that the Stock  Appreciation
Right is vested as of the Termination of Service.  In the absence of a specified
time  in  the  Award  Agreement,  the  Stock  Appreciation  Right  shall  remain
exercisable for three months following the Participant's  Termination of Service
for any  reason  other than  Disability  or death,  and for 12 months  after the
Participant's Termination of Service on account of Disability or death. However,

                                      -9-
<PAGE>

if the  Participant's  Termination  of Service  is for Cause,  no portion of the
Stock Appreciation Right may be exercised, and the Stock Appreciation Right will
immediately expire upon the Termination of Service. If the Committee determines,
subsequent to a  Participant's  Termination of Service but before  exercise of a
Stock  Appreciation  Right,  that  either  before  or  after  the  Participant's
Termination of Service that the Participant  engaged in conduct that constitutes
"Cause," then the Participant's  right to exercise any Stock  Appreciation Right
is forfeited immediately.

                  (c)  RIGHTS  AS A  STOCKHOLDER.  Shares  subject  to  a  Stock
Appreciation  Right shall be deemed issued,  and the Participant shall be deemed
the record holder of such Shares,  on the date the Stock  Appreciation  Right is
exercised.  Until such date, no right to vote or receive  dividends or any other
rights as a  stockholder  shall exist with respect to the Shares  subject to the
Stock Appreciation  Right. If the Company effects a split of the Shares by means
of a stock  dividend and the exercise price of, and number of Shares subject to,
a Stock  Appreciation  Right are adjusted as of the date of  distribution of the
dividend  (rather  than  as of  the  record  date  for  such  dividend),  then a
Participant who exercises such Stock  Appreciation Right between the record date
and the distribution  date for such stock dividend shall be entitled to receive,
on the distribution  date, the stock dividend with respect to the Shares subject
to the  Stock  Appreciation  Right.  No  other  adjustment  shall  be made for a
dividend  or other  right  for which  the  record  date is prior to the date the
Shares are issued.

                                   ARTICLE 7.
                                RESTRICTED STOCK

         7.1. TERMS OF RESTRICTED STOCK.  Subject to the provisions of the Plan,
the Period of Restriction,  the number of Shares granted,  and other  conditions
and  limitations  applicable  to each  Award  of  Restricted  Stock  shall be as
determined by the Committee shall be stated in the Award  Agreement.  Unless the
Committee determines otherwise,  Shares of Restricted Stock shall be held by the
Company as escrow agent until the restrictions on such Shares have lapsed.

         7.2.  TRANSFERABILITY.  Except as provided in this Article 7, Shares of
Restricted Stock may not be sold, transferred,  pledged,  assigned, or otherwise
alienated or hypothecated until the end of the applicable Period of Restriction.

         7.3. OTHER  RESTRICTIONS.  The Committee,  in its sole discretion,  may
impose  such other  restrictions  on Shares of  Restricted  Stock as it may deem
advisable or appropriate.

         7.4.  REMOVAL OF  RESTRICTIONS.  Except as  otherwise  provided in this
Article 7, and subject to Section 10.5 of the Plan,  Shares of Restricted  Stock
covered by an Award of  Restricted  Stock made under the Plan shall be  released
from escrow, and shall become fully  transferable,  as soon as practicable after
the  Period of  Restriction  ends,  and in any event no later  than 2 1/2 months
after the end of the Tax Year in which the Period of Restriction ends.

         7.5. VOTING RIGHTS. During the Period of Restriction, Service Providers
holding  Shares of Restricted  Stock granted  hereunder may exercise full voting
rights with  respect to those  Shares,  unless  otherwise  provided in the Award
Agreement.

                                      -10-
<PAGE>

         7.6.   DIVIDENDS  AND  OTHER   DISTRIBUTIONS.   During  the  Period  of
Restriction,  Service  Providers  holding  Shares of  Restricted  Stock shall be
entitled to receive all dividends and other  distributions  paid with respect to
such Shares unless otherwise provided in the Award Agreement.

                  (a) If any such dividends or distributions are paid in Shares,
the Shares  shall be subject to the same  restrictions  (and shall  therefore be
forfeitable  to the same extent) as the Shares of Restricted  Stock with respect
to which they were paid.

                  (b) If any such dividends or  distributions  are paid in cash,
the Award  Agreement may specify that the cash payments  shall be subject to the
same  restrictions as the related  Restricted Stock, in which case they shall be
accumulated  during the Period of  Restriction  and paid or  forfeited  when the
related  Shares of Restricted  Stock vest or are forfeited.  Alternatively,  the
Award  Agreement  may specify that the dividend  equivalents  or other  payments
shall be  unrestricted,  in which case they shall be paid as soon as practicable
after the dividend or distribution  date. In no event shall any cash dividend or
distribution  be paid later  than 2 1/2  months  after the Tax Year in which the
dividend or distribution becomes nonforfeitable.

         7.7. RIGHT OF REPURCHASE OF RESTRICTED  STOCK.  If, with respect to any
Award of Restricted  Stock:  (a) a  Participant's  Termination of Service occurs
before the end of the Period of Restriction;  (b) any Performance Objectives are
not achieved by the end of the period for measuring such Performance Objectives;
or (c) the Participant has engaged in conduct either before or after Termination
of Service  that  constitutes  Cause,  then the Company  shall have the right to
repurchase  forfeitable  Shares of Restricted  Stock from the Participant at the
lower of their original issuance price (or to require  forfeiture of such Shares
if issued at no cost) or their Fair Market Value.

                                   ARTICLE 8.
                             RESTRICTED STOCK UNITS

         8.1. TERMS OF RESTRICTED STOCK UNITS.  Subject to the provisions of the
Plan,  the  Period  of  Restriction,  number  of  underlying  Shares,  and other
conditions and  limitations  applicable to each Award of Restricted  Stock Units
shall be as  determined  by the  Committee  and  shall be  stated  in the  Award
Agreement.

         8.2.  SETTLEMENT OF RESTRICTED STOCK UNITS.  Subject to Section 10.5 of
the Plan, the number of Shares specified in the Award  Agreement,  or cash equal
to the Fair  Market  Value  of the  underlying  Shares  specified  in the  Award
Agreement,  shall be delivered to the  Participant as soon as practicable  after
the end of the applicable Period of Restriction,  and in any event no later than
2 1/2 months  after the end of the Tax Year in which the  Period of  Restriction
ends.

         8.3.  DIVIDEND AND OTHER  DISTRIBUTION  EQUIVALENTS.  The  Committee is
authorized  to grant to holders of  Restricted  Stock Units the right to receive
payments  equivalent to dividends or other  distributions with respect to Shares
underlying  Awards of Restricted  Stock Units.  The Award  Agreement may specify
that the dividend  equivalents  or other  distributions  shall be subject to the
same  restrictions  as the related  Restricted  Stock Units,  in which case they
shall be accumulated during the Period of Restriction and paid or forfeited when
the related  Restricted  Stock Units are paid or forfeited.  Alternatively,  the
Award Agreement may specify that the dividend equivalents or other distributions
shall be  unrestricted,  in which  case they  shall be paid on the  dividend  or

                                      -11-
<PAGE>

distribution  payment date for the underlying  Shares, or as soon as practicable
thereafter.  In no event shall any  unrestricted  dividend  equivalent  or other
distribution  be paid later  than 2 1/2  months  after the Tax Year in which the
record date for the dividend or distribution occurs.

         8.4.  DEFERRAL  ELECTION.  Notwithstanding  anything to the contrary in
Sections 8.2 or 8.3, a Participant may elect in accordance with the terms of the
Award  Agreement  and  Section  409A of the Code to defer  receipt of all or any
portion of the Shares or other property  otherwise  issuable to the  Participant
pursuant  to a  Restricted  Stock  Unit  Award to the  extent  permitted  by the
Committee.

         8.5.  FORFEITURE.  If, with respect to any Award:  (a) a  Participant's
Termination of Service occurs before the end of the Period of  Restriction;  (b)
any  Performance  Objectives  are  not  achieved  by the end of the  period  for
measuring such  Performance  Objectives;  or (c) the  Participant has engaged in
conduct either before or after  Termination of Service that  constitutes  Cause,
then  the  Restricted  Stock  Units  granted  pursuant  to such  Award  shall be
forfeited and the Company (and any Affiliate) shall have no further obligation.


                                   ARTICLE 9.
                            OTHER EQUITY-BASED AWARDS

         9.1. OTHER  EQUITY-BASED  AWARDS. The Committee shall have the right to
grant  other  Awards  based  upon or  payable  in Shares  having  such terms and
conditions as the Committee may determine,  including  deferred stock units, the
grant of Shares upon the achievement of a Performance Objective and the grant of
securities convertible into Shares.


                                   ARTICLE 10.
                           ADDITIONAL TERMS OF AWARDS

         10.1. NO RIGHTS TO AWARDS.  No Service Provider shall have any claim to
be granted any Award under the Plan,  and the Company is not obligated to extend
uniform treatment to Participants or Beneficiaries under the Plan. The terms and
conditions of Awards need not be the same with respect to each Participant.

         10.2.  NO EFFECT ON  EMPLOYMENT  OR  SERVICE.  Neither the Plan nor any
Award shall confer upon a Participant  any right with respect to continuing  the
Participant's  relationship  as a Service  Provider with the Company;  nor shall
they interfere in any way with the Participant's right or the Company's right to
terminate such  relationship  at any time,  with or without Cause, to the extent
permitted by Applicable Laws and any enforceable  agreement  between the Service
Provider and the Company.

         10.3. NO  FRACTIONAL  SHARES.  No fractional  Shares shall be issued or
delivered  pursuant to the Plan or any Award,  and the Committee shall determine
whether cash, other  securities,  or other property shall be paid or transferred
in lieu of any  fractional  Shares,  or whether  such  fractional  Shares or any
rights thereto shall be canceled, terminated, or otherwise eliminated.

         10.4.  TRANSFERABILITY  OF AWARDS.  Unless otherwise  determined by the
Committee,  an  Award  may  not  be  sold,  pledged,   assigned,   hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of

                                      -12-
<PAGE>

descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Participant,  only by the Participant.  Subject to the approval of the Committee
in its sole discretion,  Non-Qualified Options may be transferable to members of
the  immediate  family  of the  Participant  and to one or more  trusts  for the
benefit of such family  members,  partnerships  in which such family members are
the only  partners,  or  corporations  in which such family members are the only
stockholders.  "Members of the immediate family" means the Participant's spouse,
children,   stepchildren,   grandchildren,   parents,   grandparents,   siblings
(including half brothers and sisters), and individuals who are family members by
adoption. To the extent that any Award is transferable, such Award shall contain
such additional terms and conditions as the Committee deems appropriate.

         10.5. CONDITIONS ON DELIVERY OF SHARES AND LAPSING OF RESTRICTIONS. The
Company shall not be obligated to deliver any Shares  pursuant to the Plan or to
remove  restrictions from Shares previously  delivered under the Plan until: (a)
all conditions of the Award have been met or removed to the  satisfaction of the
Committee;  (b) subject to approval of the  Company's  counsel,  all other legal
matters  (including  any  Applicable  Laws) in connection  with the issuance and
delivery  of such  Shares  have  been  satisfied;  and (c) the  Participant  has
executed and delivered to the Company such  representations or agreements as the
Committee may consider  appropriate  to satisfy the  requirements  of Applicable
Laws.

         10.6.  INABILITY TO OBTAIN  AUTHORITY.  The inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the  Company's  counsel to be necessary  to the lawful  issuance or
sale of any Shares  hereunder,  shall  relieve the Company of any  liability  in
respect of the failure to issue or sell such  Shares as to which such  requisite
authority shall not have been obtained.

         10.7.    WITHHOLDING.

                  (a)  WITHHOLDING  REQUIREMENTS.  Prior to the  delivery of any
Shares or cash  pursuant to the grant,  exercise,  vesting,  or settlement of an
Award, the Company shall have the power and the right to deduct or withhold,  or
to require a  Participant  or  Beneficiary  to remit to the  Company,  an amount
sufficient  to satisfy  any  federal,  state,  and local  taxes  (including  the
Participant's  FICA  obligation)  that the Company  determines is required to be
withheld to comply with Applicable  Laws. The  Participant or Beneficiary  shall
remain responsible at all times for paying any federal,  state, and local income
or  employment  tax due with respect to any Award,  and the Company shall not be
liable for any interest or penalty that a Participant or  Beneficiary  incurs by
failing to make timely payments of tax.

                  (b)  WITHHOLDING  ARRANGEMENTS.  The  Committee,  in its  sole
discretion and pursuant to such  procedures as it may specify from time to time,
may  permit a  Participant  or  Beneficiary  to  satisfy  such  tax  withholding
obligation,  in whole or in part,  by (i) electing to have the Company  withhold
otherwise  deliverable  Shares, or (ii) delivering to the Company  already-owned
Shares having a Fair Market Value equal to the amount required by Applicable Law
to be withheld. The Fair Market Value of the Shares to be withheld or delivered,
or with respect to which restrictions are removed, shall be determined as of the
date that the taxes are required to be withheld.

         10.8.  OTHER  PROVISIONS  IN  AWARD  AGREEMENTS.  In  addition  to  the
provisions  described in the Plan,  any Award  Agreement  may include such other
provisions  (whether or not applicable to the Award of any other Participant) as

                                      -13-
<PAGE>

the Committee determines appropriate,  including restrictions on resale or other
disposition, provisions for the acceleration of vesting and/or exercisability of
Awards  upon a Change of Control of the Company  and  provisions  to comply with
Applicable Laws.  Without limiting any other express  authority of the Committee
under (but subject to) the express  limits of the Plan,  the Committee may waive
conditions of or limitations on Awards to Participants that the Committee in the
prior exercise of its discretion had imposed, without the Participant's consent,
and  may  make   other   changes  to  the  terms  and   conditions   of  Awards.
Notwithstanding  the  foregoing,  the  Committee  shall  not  adjust  or  change
previously  imposed terms and conditions  for an Option or a Stock  Appreciation
Right in such a manner as would  constitute a Repricing of the exercise price or
base  amount  of any  Option or Stock  Appreciation  Right  without  stockholder
approval  except as  contemplated in Section 2.3 (with respect to a stock split,
merger,  acquisition,  spin-off or any other similar,  unusual or  extraordinary
corporate transaction or event in respect of the Shares as described therein).

         10.9.  SECTION 16 OF THE EXCHANGE  ACT. It is the intent of the Company
that Awards and  transactions  permitted  by Awards be  interpreted  in a manner
that, in the case of Participants who are or may be subject to Section 16 of the
Exchange Act,  qualify,  to the maximum extent compatible with the express terms
of  the  Awards,   for  exemption  from  matching  liability  under  Rule  16b-3
promulgated  under the Exchange  Act. The Company shall have no liability to any
Participant or other person for Section 16  consequences  of Awards or events in
connection with Awards if an Award or related event does not so qualify.

         10.10.  NOT BENEFIT  PLAN  COMPENSATION.  Payments  and other  benefits
received by a Participant  under an Award made pursuant to the Plan shall not be
deemed a part of a  Participant's  compensation  for purposes of determining the
Participant's  benefits under any other employee  benefit plans or  arrangements
provided by the Company or an Affiliate,  except where the  Committee  expressly
provides otherwise in writing.


                                   ARTICLE 11.
                    TERM, AMENDMENT, AND TERMINATION OF PLAN

         11.1.  TERM OF PLAN.  The Plan shall become  effective on the Effective
Date.

         11.2. TERMINATION.  The Plan shall terminate upon the earliest to occur
of (i) April 28, 2018; (ii) the date on which all Shares  available for issuance
under the Plan  have  been  issued  as fully  vested  Shares;  or (iii) the date
determined  by the Board  pursuant to its  authority  under  Section 11.3 of the
Plan.

         11.3.  AMENDMENT.  The Board or the  Committee  may at any time  amend,
alter,  suspend,  or terminate the Plan, without the consent of the Participants
or  Beneficiaries.  The Company  shall obtain  stockholder  approval of any Plan
amendment to the extent  necessary to comply with Applicable  Laws. Any revision
that deletes or limits the scope of the  provisions of Section 10.8  prohibiting
Repricing of Options or Stock Appreciation Rights without  stockholder  approval
shall require stockholder approval.


         11.4.  EFFECT OF AMENDMENT OR  TERMINATION.  No amendment,  alteration,
suspension,  or  termination  of  the  Plan  shall  impair  the  rights  of  any
Participant or Beneficiary under an outstanding Award, unless required to comply

                                      -14-
<PAGE>

with an Applicable Law or mutually agreed otherwise  between the Participant and
the  Committee;  any  such  agreement  must  be in  writing  and  signed  by the
Participant  and the  Company.  Termination  of the Plan  shall not  affect  the
Committee's  ability to exercise the powers granted to it hereunder with respect
to Awards granted under the Plan prior to the date of such termination.


                                   ARTICLE 12.
                                  MISCELLANEOUS

         12.1.  AUTHORIZATION OF SUB-PLANS.  The Committee may from time to time
establish  one or more  sub-plans  under  the Plan for  purposes  of  satisfying
applicable blue sky, securities,  and/or tax laws of various jurisdictions.  The
Committee  shall  establish such  sub-plans by adopting  supplements to the Plan
containing (i) such  limitations as the Committee  deems necessary or desirable,
and (ii) such additional  terms and conditions not otherwise  inconsistent  with
the Plan as the  Committee  shall deem  necessary or  desirable.  All  sub-plans
adopted  by the  Committee  shall be  deemed  to be part of the  Plan,  but each
sub-plan shall apply only to Participants  within the affected  jurisdiction and
the  Company  shall  not be  required  to  provide  copies of any  sub-plans  to
Participants in any jurisdiction which is not the subject of such sub-plan.

         12.2.  GOVERNING  LAW. The  provisions  of the Plan and all Awards made
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the State of Nevada,  regardless of the laws that might  otherwise  govern under
any state's applicable principles of conflicts of laws.

         12.3.  COMMITTEE  MANNER OF ACTION.  Unless  otherwise  provided in the
bylaws of the  Company or the  charter of the  Committee:  (a) a majority of the
members of a Committee shall constitute a quorum; and (b) the vote of a majority
of the  members  present who are  qualified  to act on a question  assuming  the
presence  of a quorum or the  unanimous  written  consent of the  members of the
Committee shall constitute  action by the Committee.  The Committee may delegate
the  performance  of ministerial  functions in connection  with the Plan to such
person or persons as the Committee may select.

         12.4.  EXPENSES.  The costs of administering  the Plan shall be paid by
the Company.

         12.5. SEVERABILITY. If any provision of the Plan or any Award Agreement
is determined by a court of competent  jurisdiction to be invalid,  illegal,  or
unenforceable in any jurisdiction,  or as to any person or Award, such provision
shall be construed or deemed to be amended to resolve the applicable  infirmity,
unless the Committee determines that it cannot be so construed or deemed amended
without materially  altering the Plan or the Award, in which case such provision
shall be stricken as to such  jurisdiction,  person, or Award, and the remainder
of the Plan and any such Award shall remain in full force and effect.

         12.6.  CONSTRUCTION.  Unless the  contrary is clearly  indicated by the
context:  (a) the use of the  masculine  gender  shall also  include  within its
meaning the  feminine  and vice versa;  (b) the use of the  singular  shall also
include within its meaning the plural and vice versa; and (c) the word "include"
shall mean to include, but not to be limited to.

         12.7.  NO  TRUST  OR FUND  CREATED.  Neither  the  Plan  nor any  Award
Agreement shall create or be construed to create a trust or separate fund of any
kind or a fiduciary  relationship  between the Company (or an  Affiliate)  and a

                                      -15-
<PAGE>

Participant or any other person.  To the extent that any person acquires a right
to receive  payments  from the Company (or an  Affiliate)  pursuant to an Award,
such  right  shall be no more  secure  than the right of any  unsecured  general
creditor of the Company (or the Affiliate, as applicable).

         12.8.  HEADINGS.  Headings are given to the sections and subsections of
the Plan solely as a convenience  to facilitate  reference.  Such headings shall
not  be  deemed  in  any  way  material  or  relevant  to  the  construction  or
interpretation of the Plan or any provision thereof.

         12.9 COMPLETE  STATEMENT OF PLAN. This document is a complete statement
of the Plan.
































                                      -16-

<PAGE>

                                    APPENDIX

As used in the Plan, the following terms shall have the following meanings:

         "AFFILIATE"  means an  entity  in which  the  Company  has a direct  or
indirect equity interest,  whether now or hereafter existing;  provided however,
that with respect to an Incentive  Stock  Option,  an Affiliate  means a "parent
corporation"  (as  defined  in  Section  424(e)  of the  Code) or a  "subsidiary
corporation"  (as  defined  in Section  424(f) of the Code) with  respect to the
Company,  whether now or  hereafter  existing.  Notwithstanding  the  foregoing,
"Affiliate" for purposes of defining a Change of Control means with respect to a
Person,  another  Person  that  directly,  or  indirectly  through  one or  more
intermediaries,  controls, or is controlled by, or is under common control with,
such Person.

         "APPLICABLE  LAWS" means the requirements  relating to, connected with,
or otherwise implicated by the administration of long-term incentive plans under
applicable state  corporation  laws,  United States federal and state securities
laws, the Code,  any stock exchange or quotation  system on which the Shares are
listed or quoted, and the applicable laws of any foreign country or jurisdiction
where Awards are, or will be, granted under the Plan.

         "AWARD" means, individually or collectively,  a grant under the Plan of
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or
other equity-based awards.

         "AWARD AGREEMENT" means a written agreement setting forth the terms and
provisions  applicable to an Award granted under the Plan.  Each Award Agreement
shall be subject to the terms and conditions of the Plan.

         "BENEFICIARY"  means the personal  representative  of the Participant's
estate  or the  person(s)  to whom  an  Award  is  transferred  pursuant  to the
Participant's will or in accordance with the laws of descent or distribution.

         "BOARD" means the board of directors of the Company.

         "CAUSE",  as used in connection with the termination of a Participant's
services,  means (1) with respect to any  Participant  employed  under a written
employment  agreement with the Company which agreement  includes a definition of
"cause," "cause" as defined in that agreement or, if that agreement  contains no
such definition,  a material breach by the Participant of that agreement, or (2)
with respect to any other Participant, any of the following:

                  (a) the  failure of the  Participant  to perform any of his or
         her material  duties to the  Company,  including,  without  limitation,
         breach  of the  Company's  code of  ethics,  conflict  of  interest  or
         employment policies;

                  (b) the  Participant's  conviction  (including  any  pleas  of
         guilty  or nolo  contendre)  of any  felony  or  other  crime  that the
         Committee  reasonably  determines  adversely  impacts the Participant's
         ability to continue performing services with the Company;

                  (c) any act or omission to act by the Participant  (other than
         the Participant's  resignation or retirement) which would reasonably be
         likely to have the  effect of  injuring  the  reputation,  business  or

<PAGE>

         business  relationships  of the Company or impairing the  Participant's
         ability to perform services for the Company;

                  (d)   acts  of   theft,   embezzlement,   fraud,   dishonesty,
         misrepresentation  or falsification  of documents or records  involving
         the Company;

                  (e) violation of any law or administrative  regulation related
         to the  Company's  business  and  use of the  Company's  facilities  or
         premises to conduct unlawful or unauthorized activities or transactions
         and

                  (f)  conduct  that  could   result  in  publicity   reflecting
         unfavorably on the Company in a material way;

                  (g)  the   Participant's   improper   use  of  the   Company's
         confidential or proprietary information; or

                  (h) a  breach  of  the  terms  of  any  employment  agreement,
         confidentiality     agreement,     non-competition     agreement    and
         non-solicitation   agreement  or  any  other   agreement   between  the
         Participant  and the Company , after giving effect to the  notification
         provisions,  if any, and the mechanisms to remedy or cure a breach,  if
         appropriate, as described in any such agreement.

The Committee shall determine whether conduct  constituting "Cause" has occurred
for purposes of the Plan.  For purposes of this  definition,  the term "Company"
includes any  Affiliate of the Company and "Cause" is not limited to events that
have occurred before a Participant's Termination of Service, nor is it necessary
that the Committee's finding of "Cause" occur prior to Termination of Service.

         "CHANGE OF  CONTROL"  means and shall be deemed to occur upon the first
of the following events:

                  (a) the acquisition,  after the date hereof, by an individual,
entity or group  within the  meaning  of Section  13(d)(3)  or  14(d)(2)  of the
Exchange  Act,  of  beneficial  ownership  (within  the  meaning  of Rule  13d-3
promulgated  under  the  Exchange  Act) of thirty  percent  (30%) or more of the
combined voting power of the Voting  Securities of the Company then  outstanding
after giving  effect to such  acquisition  or, if greater the  percentage of the
combined voting power of the Voting Securities of the Company held or controlled
by the  Company's  largest  shareholder  or his  Affiliates  (including  but not
limited to members of his "family" (as defined  under  Section  267(c)(4) of the
Code) after giving effect to such  acquisition);  provided however,  that if any
one Person, or more than one Person acting as a group, is considered to own more
than such percentages of the Voting Securities, acquisition of additional Voting
Securities is not considered to cause an additional Change of Control; or

                  (b) the Company is merged or consolidated or reorganized  into
or with another  Company or other legal entity,  and as a result of such merger,
consolidation  or  reorganization  less than a majority of the  combined  voting
power of the Voting Securities of such Company or entity  immediately after such
transaction is held in the aggregate by the holders of Voting  Securities of the
Company immediately prior to such merger, consolidation or reorganization; or

                  (c)  the  Company   sells  or  otherwise   transfers   all  or
substantially  all of its assets (including but not limited to its Subsidiaries)
to another  Company or legal  entity in one  transaction  or a series of related
transactions,  and as a result  of such  sale(s)  or  transfer(s),  less  than a
majority of the combined voting power of the then outstanding  Voting Securities

<PAGE>

of such Company or entity immediately after such sale or transfer is held in the
aggregate by the holders of Voting  Securities of the Company  immediately prior
to such sale or transfer; or

                  (d) approval by the Board or the  stockholders  of the Company
of a complete or substantial liquidation or dissolution of the Company.

                  Notwithstanding the foregoing,  unless otherwise determined in
a specific case by majority vote of the Board,  a Change of Control shall not be
deemed to have occurred solely because: (a) the Company;  (b) a Subsidiary;  (c)
any  one  or  more  members  of  executive  management  of  the  Company  or its
Affiliates;  (d) any employee stock ownership plan or any other employee benefit
plan of the Company or any  Subsidiary;  or (e) any  combination  of the Persons
referred  to in the  preceding  clauses  (a)  through  (d) becomes the actual or
beneficial  owner  (within  the  meaning  of Rule  13d-3  promulgated  under the
Exchange Act) of 30% or more of the Voting Securities of the Company.

         "CODE"  means  the  Internal  Revenue  Code of 1986,  as  amended.  Any
reference  to a  section  of  the  Code  herein  shall  be a  reference  to  any
regulations or other guidance of general  applicability  promulgated  under such
section, and shall further be a reference to any successor or amended section of
such section of the Code that is so referred to and any regulations thereunder.

         "COMMITTEE" means the Compensation Committee of the Board.

         "COMPANY"  means  Environmental  Service  Professional,  Inc., a Nevada
corporation, or any successor thereto.

         "CONSULTANT" means any natural person, including an advisor, engaged by
the Company or an Affiliate to render  services  (other than in connection  with
the offer or sale of securities in a capital  raising  transaction or to promote
or maintain a market for securities) to such entity.

         "DIRECTOR" means a member of the Board.

         "DISABILITY" means total and permanent disability as defined in Section
22(e)(3) of the Code. The Committee shall determine both whether  Disability has
occurred and the date of its occurrence.  If requested,  a Participant  shall be
examined by a physician selected or approved by the Committee.

         "EFFECTIVE  DATE" means the April 28, 2008;  provided that the Plan and
any Awards granted  hereunder shall be null and void if the Plan is not approved
by the Company's stockholders by April 29, 2009.

         "EMPLOYEE"  means any person who is an employee,  as defined in Section
3401(c) of the Code,  of the Company or any  Affiliate  or any other  entity the
employees of which are  permitted to receive  Incentive  Stock Options under the
Code.  Neither  service as a Director  nor  payment of a  director's  fee by the
Company shall be sufficient to constitute "employment" by the Company.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
<PAGE>

         "EXECUTIVE  OFFICER" means an individual who is an "executive  officer"
of the Company (as  defined by Rule 3b-7 under the  Exchange  Act) or a "covered
employee" under Section 162(m) of the Code.

         "FAIR  MARKET  VALUE"  means,  with  respect  to  Shares as of any date
(except in the case of a cashless  exercise  pursuant  to  Section  5.4(c))  the
closing  sale price per share of such  Shares (or the  closing  bid, if no sales
were  reported)  as  reported in The Wall  Street  Journal  or, if not  reported
therein, such other source as the Committee deems reliable.

         "INCENTIVE  STOCK  OPTION"  means an Option  intended  to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

         "NON-QUALIFIED  OPTION"  means an Option not  intended to qualify as an
Incentive Stock Option.

         "OPTION" means an option to purchase Shares that is granted pursuant to
Article  5 of  the  Plan.  An  Option  may be an  Incentive  Stock  Option  or a
Non-Qualified Option.

         "PARTICIPANT"  means the holder of an  outstanding  Award granted under
the Plan.

         "PERFORMANCE OBJECTIVE" means a performance objective or goal that must
be achieved before an Award, or a feature of an Award,  becomes  nonforfeitable,
as described in Section 4.3 of the Plan.

         "PERIOD OF RESTRICTION" means the period during which Restricted Stock,
the remuneration  underlying  Restricted Stock Units, or any other feature of an
Award is subject to a substantial  risk of  forfeiture.  A Period of Restriction
shall be deemed to end when the  applicable  Award  ceases  to be  subject  to a
substantial risk of forfeiture.

         "PERSON" means any individual, Company, partnership, group, association
or other "person," as such term is used in Section 14(d) of the Exchange Act.

         "PLAN" means this 2008 ESP Stock and Incentive Plan.

         "PUBLIC    SECURITIES"   means   securities   meeting   the   following
requirements: (A) of a class that is registered under Section 12 of the Exchange
Act and is either  listed and  qualified  for  trading on a national  securities
exchange or is listed for  quotation and qualified for trading on NASDAQ and (B)
in a  company  that is  then-current  in its  reporting  obligations  under  the
Exchange Act.

         "REPRICING" means: (a) reducing the exercise price or base amount of an
Option or Stock  Appreciation  Right after it is granted;  (b) taking any action
that is treated as a "repricing" under generally accepted accounting principles;
(c)  canceling  an  Option  or a Stock  Appreciation  Right  at a time  when its
exercise price or base amount exceeds the Fair Market Value of a Share (each, an
"Underwater  Award"), in exchange for another Option,  Stock Appreciation Right,
Restricted  Stock  or  other  Award;  or (d)  repurchasing  an  Option  or Stock
Appreciation Right that is an Underwater Award.

         "RESTRICTED  STOCK" means Shares that,  during a Period of Restriction,
are subject to restrictions as described in Article 7 of the Plan.

         "RESTRICTED  STOCK UNIT" means an Award that  entitles the recipient to
receive Shares or cash after a Period of Restriction,  as described in Article 8
of the Plan.
<PAGE>

         "SERVICE PROVIDER" means an Officer, Director, Employee or Consultant.

         "SHARE" means a share of the Company's  common stock,  $0.001 par value
per share.

         "STOCK  APPRECIATION  RIGHT" means an Award that entitles the recipient
to receive, upon exercise, the excess of (i) the Fair Market Value of a Share on
the date the  Award is  exercised,  over  (ii) a base  amount  specified  by the
Committee  which shall not be less than the Fair Market  Value of a Share on the
date the Award is granted, as described in Article 6 of the Plan.

         "SUBSIDIARY"  means a Company,  company or other entity:  (a) more than
fifty percent (50%) of whose outstanding shares or securities  (representing the
right to vote for the election of directors or other managing authority) are; or
(b) which does not have outstanding  shares or securities (as may be the case in
a partnership,  joint venture,  or  unincorporated  association),  but more than
fifty percent (50%) of whose ownership interest representing the right generally
to make  decisions  for  such  other  entity  is,  now or  hereafter,  owned  or
controlled, directly or indirectly, by the Company.

         "TAX YEAR" means the Company's  taxable year. If an Award is granted by
an Affiliate, such Affiliate's taxable year shall apply instead of the Company's
taxable year.

         "TERMINATION  OF SERVICE"  means the date an individual  ceases to be a
Service Provider in any capacity. Awards under the Plan shall not be affected by
the  change  of a  Participant's  status  with in or among the  Company  and any
Affiliates,  so long as the Participant  remains a Service Provider.  Unless the
Committee or a Company policy provides otherwise,  a leave of absence authorized
by the Company or the Committee  (including  sick leave or military  leave) from
which  return to service is not  guaranteed  by  statute  or  contract  shall be
characterized  as a Termination of Service if the individual  does not return to
service within three months;  such  Termination of Service shall be effective as
of the first day that is more  than  three  months  after the  beginning  of the
period of leave. If the ability to return to service upon the expiration of such
leave is guaranteed by statute or contract,  but the individual does not return,
the leave  shall be  characterized  as a  Termination  of  Service  as of a date
established by the Committee or Company policy. For purposes of the Plan and any
Award hereunder, if an entity ceases to be an Affiliate,  Termination of Service
shall be deemed to have occurred with respect to each  Participant in respect of
such  Affiliate  who does not  continue as a Service  Provider in respect of the
Company or another Affiliate after such giving effect to such Affiliate's change
in status.

         "VOTING  SECURITIES"  means, with respect to any Person, any securities
entitled  to vote  (including  by the  execution  of action by written  consent)
generally in the election of directors of such Person  (together  with direct or
indirect options or other rights to acquire any such securities).