THE 1999 BENEFIT PLAN
                                       OF
                         Golden Opportunity Development
                                   Corporation







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       THE 1999 BENEFIT PLAN OF GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION

         Golden Opportunity  Development  Corporation,  a Louisiana  corporation
(the  "Company"),  hereby  adopts The 1999  Benefit  Plan of Golden  Opportunity
Development Corporation's employees (the "Plan") this day of October 1999. Under
the Plan,  the Company may issue shares of the  Company's  common stock or grant
options to acquire the Company's  common stock,  par value $0.001 (the "Stock"),
from time to time to employees,  directors, officers, consultants or advisors of
the  Company  or its  subsidiaries,  all on the terms and  conditions  set forth
herein.  In addition,  at the  discretion of the Board of Directors,  Shares may
from time to time be  granted  under this Plan to other  individuals,  including
consultants  or advisors,  who  contribute  to the success of the Company or its
subsidiaries but are not employees of the Company or its subsidiaries,  provided
that bona fide services shall be rendered by  consultants  and advisors and such
services  must not be in  connection  with the offer or sale of  securities in a
capital-raising transaction.

1. Purpose of the Plan.  The Plan is intended to aid the Company in  maintaining
and developing a management team,  attracting  qualified  officers and employees
capable of assuring  the future  success of the  Company,  and  rewarding  those
individuals who have contributed to the success of the Company.  The Company has
designed  this  Plan to aid it in  retaining  the  services  of  executives  and
employees and in attracting new personnel when needed for future  operations and
growth and to provide such  personnel  with an incentive to remain  employees of
the Company,  to use their best efforts to promote the success of the  Company's
business,  and to  provide  them with an  opportunity  to obtain or  increase  a
proprietary  interest in the Company.  It is also designed to permit the Company
to  reward  those  individuals  who are not  employees  of the  Company  but who
management  perceives to have  contributed  to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Shares.

2. Administration of this Plan.  Administration of this Plan shall be determined
by the Company's  Board of Directors (the "Board").  Subject to compliance  with
applicable   provisions   of  the   governing   law,   the  Board  may  delegate
administration  of this Plan or specific  administrative  duties with respect to
this Plan on such terms and to such  committees  of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators").  The interpretation and construction of the terms of this Plan
by  the  Plan  Administrators   thereof  shall  be  final  and  binding  on  all
participants in this Plan absent a showing of  demonstrable  error. No member of
the Plan  Administrators  shall be liable for any action taken or  determination
made in good faith with respect to this Plan. Any shares  approved by a majority
vote of those Plan  Administrators  attending a duly and  properly  held meeting
shall be valid. Any shares approved by the Plan Administrators shall be approved
as specified by the Board at the time of delegation.

3.  Shares of Stock  Subject  to this  Plan.  The total  value of shares  issues
pursuant  to this Plan  shall not exceed a value of  greater  then Five  Hundred
Thousand  dollars  ($500,000).  If any right to acquire Stock granted under this
Plan is exercised by the  delivery of shares of Stock or the  relinquishment  of
rights to shares of Stock,  only the net shares of Stock  issued  (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number and value of shares reserved for issuance under the terms of this Plan.

4.  Reservation of Stock on Granting of Rights. At the time any right is granted
under the terms of this Plan,  the Company  will reserve for issuance the number
of shares of Stock subject to such right until

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that right is exercised or expires.  The Company may reserve  either  authorized
but unissued shares or issued shares reacquired by the Company.

5. Eligibility. The Plan Administrators may grant shares to employees, officers,
and directors of the Company and its subsidiaries,  as may be existing from time
to time,  and to other  individuals  who are not employees of the Company or its
subsidiaries, including consultants and advisors, provided that such consultants
and advisors  render bona fide services to the Company or its  subsidiaries  and
such  services  are  not  rendered  in  connection  with  the  offer  or sale of
securities   in  a   capital-raising   transaction.   In  any  case,   the  Plan
Administrators  shall  determine,  based on the  foregoing  limitations  and the
Company's best interests, which employees, officers, directors,  consultants and
advisors  are  eligible  to  participate  in this Plan.  Shares  shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan  Administrators,  all as may be within the  provisions of
this Plan.

6.       Terms of Grants and Certain Limitations on Right to Exercise.
         -------------------------------------------------------------

          a.  Each  right  to  shares  may its  terms  established  by the  Plan
          Administrators at the time the right is granted.

          b. The terms of the right, once it is granted,  may be reduced only as
          provided for in this Plan and under the express written  provisions of
          the grant.

          c. Unless otherwise specifically provided by the written provisions of
          the  grant  or  required  by  applicable  disclosure  or  other  legal
          requirements  promulgated by the  Securities  and Exchange  Commission
          ("SEC"),   no   participant   of  this   Plan  or  his  or  her  legal
          representative, legatee, or distributee will be, or shall be deemed to
          be, a holder of any shares  subject to any right unless and until such
          participant  exercises his or her right to acquire all or a portion of
          the Stock subject to the right and delivers any required consideration
          to the Company in accordance with the terms of this Plan and then only
          as to the number of shares of Stock  acquired.  Except as specifically
          provided  in this Plan or as  otherwise  specifically  provided by the
          written  provisions of any grant,  no adjustment to the exercise price
          or the number of shares of Stock  subject  to the grant  shall be made
          for  dividends  or other  rights for which the record date is prior to
          the date on which the Stock  subject to the grant is  acquired  by the
          holder.

          d. Rights shall vest and become  exercisable at such time or times and
          on such terms as the Plan  Administrators may determine at the time of
          the grant of the right.

          e. Grants may contain such other provisions,  including further lawful
          restrictions  on the  vesting  and  exercise  of the grant as the Plan
          Administrators may deem advisable.

          f. In no event may an grant be exercised  after the  expiration of its
          term.

          g. Grants shall be non-transferable, except by the laws of descent and
          distribution.

7.       Exercise Price.   The Plan Administrators shall establish  the exercise
price payable to the Company for shares to be obtained  pursuant to any purchase
options  which  exercise  price  may be  amended  from  time to time as the Plan
Administrators shall determine.


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8. Payment of Exercise Price. The exercise of any option shall be contingent  on
receipt by the Company of the exercise  price paid in either cash,  certified or
personal check payable to the Company.

9. Withholding.  If the grant or exercise of any right is subject to withholding
or other trust fund payment  requirements of the Internal  Revenue Code of 1986,
as amended (the  "Code"),  or applicable  state or local laws,  the Company will
initially pay the recipient's liability and will be reimbursed by that person no
later than six months after such liability  arises and such person hereby agrees
to such reimbursement terms.

10.  Dilution or Other  Adjustment.  The shares of Common Stock  subject to this
Plan and the exercise price of outstanding  options are subject to proportionate
adjustment  in the event of a stock  dividend on the Common Stock or a change in
the number of issued  and  outstanding  shares of Common  Stock as a result of a
stock split,  consolidation,  or other  recapitalization.  The  Company,  at its
option, may adjust the grants and rights made hereunder, issue replacements,  or
declare grants void.

11.  Options to Foreign  Nationals.  The Plan  Administrators  may,  in order to
fulfill the purpose of this Plan and without  amending this Plan,  grant Options
to foreign  nationals or individuals  residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the  Options  made to United  States  residents  in order to  recognize
differences  among the  countries  in law, tax policy,  and custom.  Such grants
shall  be made in an  attempt  to give  such  individuals  essentially  the same
benefits as contemplated  by a grant to United States  residents under the terms
of this Plan.

12.  Listing  and  Registration  of Shares.  Each grant  shall be subject to the
requirement  that if at any time the Plan  Administrators  shall  determine,  in
their sole discretion,  that it is necessary or desirable to list, register,  or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental  agency or
regulatory  body as a condition of, or in connection  with, the granting of such
rights or the issuance or purchase of shares  thereunder,  such right may not be
exercised  in whole or in part  unless  and until  such  listing,  registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13.  Expiration  and  Termination  of this Plan.  This Plan may be  abandoned or
terminated  at any time by the Plan  Administrators  except with  respect to any
rights then outstanding under this Plan. This Plan shall otherwise  terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1.5 millionth share is issued hereunder.

14.  Amendment of this Plan.  This Plan may not be amended more than once during
any six month  period,  other  than to comport  with  changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder.  The Plan  Administrators  may  modify  and  amend  this Plan in any
respect;  provided,  however,  that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable  provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.

     ATTEST:
/s/ Richard D. Surber
-------------------------------
Richard D. Surber, President

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