EXHIBIT 4.1

                             KINGDOM VENTURES, INC.
                          2003 STOCK COMPENSATION PLAN

SECTION 1. PURPOSE OF THE PLAN. The purpose of the 2003 Stock Compensation Plan
("Plan") is to maintain the ability of Kingdom Ventures, Inc., a Nevada
corporation (the "Company") and its subsidiaries to attract and retain highly
qualified and experienced directors, employees and consultants and to give such
directors, employees and consultants a continued proprietary interest in the
success of the Company and its subsidiaries. In addition the Plan is intended to
encourage ownership of common stock, $.001 par value ("Common Stock"), of the
Company by the directors, employees and consultants of the Company and its
Affiliates (as defined below) and to provide increased incentive for such
persons to render services and to exert maximum effort for the success of the
Company's business. The Plan provides eligible employees and consultants the
opportunity to participate in the enhancement of shareholder value by the grants
of warrants, options, restricted common or convertible preferred stock,
unrestricted common or convertible preferred stock and other awards under this
Plan and to have their bonuses and/or consulting fees payable in warrants,
restricted common or convertible preferred stock, unrestricted common or
convertible preferred stock and other awards, or any combination thereof. In
addition, the Company expects that the Plan will further strengthen the
identification of the directors, employees and consultants with the
stockholders. Certain options and warrants to be granted under this Plan are
intended to qualify as Incentive Stock Options ("ISOs") pursuant to Section 422
of the Internal Revenue Code of 1986, as amended ("Code"), while other options
and warrants and preferred stock granted under this Plan will be nonqualified
options or warrants which are not intended to qualify as ISOs ("Nonqualified
Options"), either or both as provided in the agreements evidencing the options
or warrants described in Section 5 hereof and shares of preferred stock, as
provided in the designation described in Section 7. Employees, consultants and
directors who participate or become eligible to participate in this Plan from
time to time are referred to collectively herein as "Participants". As used in
this Plan, the term "Affiliates" means any "parent corporation" of the Company
and any "subsidiary corporation" of the Company within the meaning of Code
Sections 424(e) and (f), respectively.

SECTION 2. ADMINISTRATION OF THE PLAN.

     (a) Composition of Committee. The Plan shall be administered by the Board
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of Directors of the Company (the "Board") or a committee thereof designated by
the Board with the specific authority to administer the Plan. When acting in
such capacity the Board is herein referred to as the "Committee". If the Company
is governed by Rule 16b-3 promulgated by the Securities and Exchange Commission
("Commission") pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), no director shall serve as a member of the Committee unless he
or she is a "disinterested person" within the meaning of such Rule 16b-3.

     (b) Committee Action. The Committee shall hold its meetings at such times
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and places as it may determine. A majority of its members shall constitute a
quorum, and all determinations of the Committee shall be made by not less than a
majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote of its members at a meeting duly called and held.
The Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the Plan, and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Committee and the Company. Any duly constituted committee of
the Board satisfying the qualifications of this Section 2 may be appointed as
the Committee.

     (c) Committee Expenses. All expenses and liabilities incurred by the
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Committee in the administration of the Plan shall he borne by the Company. The
Committee may employ attorneys, consultants, accountants or other persons.

SECTION 3. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided in
Section 5(d)(xiii) hereof the aggregate number of shares that may be optioned,
subject to conversion or issued under the Plan is 7,850,000 shares of Common
Stock, warrants, options, preferred stock or any combination thereof. The shares
subject to the Plan shall consist of authorized but unissued shares of Common
Stock and such number of shares shall be and is hereby reserved for sale for
such purpose. Any of such shares which may remain unsold and which are not
subject to issuance upon exercise of outstanding options or warrants or
conversion of outstanding shares of preferred stock at the termination of the
Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the Plan or the termination of the last of the options or
warrants granted under the Plan, whichever last occurs, the Company shall at all
times reserve a sufficient number of shares to meet the requirements of the
Plan. Should any option or warrant expire or be cancelled prior to its exercise
in full, the shares theretofore subject to such option or warrant may again be
made subject to an option, warrant or shares of convertible preferred stock
under the Plan.

SECTION 4. ELIGIBILITY. The Participants shall include directors, employees,
including officers, of the Company and its divisions and subsidiaries, and
consultants and attorneys who provide bona fide services to the Company.
Participants are eligible to be granted warrants, options, restricted common or
convertible preferred stock, unrestricted common or convertible preferred


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stock and other awards under this Plan and to have their bonuses and/or
consulting fees payable in warrants, restricted common or convertible preferred
stock, unrestricted common or convertible preferred stock and other awards. A
Participant who has been granted an option, warrant or preferred stock hereunder
may be granted an additional option, warrant options, warrants or preferred
stock, if the Committee shall so determine.

SECTION 5. GRANT OF OPTIONS OR WARRANTS.

     (a) Committee Discretion. The Committee shall have sole and absolute
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discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive warrants, options, restricted common or
convertible preferred stock, or unrestricted common or convertible preferred
stock under the Plan, (ii) to determine the number of shares of Common Stock to
be covered by such grant or such options or warrants and the terms thereof,
(iii) to determine the type of Common Stock granted: restricted common or
convertible preferred stock, unrestricted common or convertible preferred stock
or a combination of restricted and unrestricted common or convertible preferred
stock, and (iv) to determine the type of option or warrant granted: ISO,
Nonqualified Option or a combination of ISO and Nonqualified Options. The
Committee shall thereupon grant options or warrants in accordance with such
determinations as evidenced by a written option or warrant agreement. Subject to
the express provisions of the Plan, the Committee shall have discretionary
authority to prescribe, amend and rescind rules and regulations relating to the
Plan, to interpret the Plan, to prescribe and amend the terms of the option or
warrant agreements (which need not be identical) and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

     (b) Stockholder Approval. All ISOs granted under this Plan are subject to,
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and may not be exercised before, the approval of this Plan by the stockholders
prior to the first anniversary date of the Board meeting held to approve the
Plan, by the affirmative vote of the holders of a majority of the outstanding
shares of the Company present, or represented by proxy, and entitled to vote
thereat, or by written consent in accordance with the laws of the State of
Nevada, provided that if such approval by the stockholders of the Company is not
forthcoming, all options or warrants and stock awards previously granted under
this Plan other than ISOs shall be valid in all respects.

     (c) Limitation on Incentive Stock Options and Warrants. The aggregate fair
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market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the Common Stock with respect to which
ISOs may be exercisable for the first time by any Participant during any
calendar year under all such plans of the Company and its Affiliates shall not
exceed $1,000,000.

     (d) Terms and Conditions. Each option or warrant granted under the Plan
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shall be evidenced by an agreement, in a form approved by the Committee, which
shall be subject to the following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate:

          (i) Option or Warrant Period. The Committee shall promptly notify the
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     Participant of the option or warrant grant and a written agreement shall
     promptly be executed and delivered-by and on behalf of the Company and the
     Participant, provided that the option or warrant grant shall expire if a
     written agreement is not signed by said Participant (or his agent or
     attorney) and returned to the Company within 60 days from date of receipt
     by the Participant of such agreement. The date of grant shall be the date
     the option or warrant is actually granted by the Committee, even though the
     written agreement may be executed and delivered by the Company-and the
     Participant after that date. Each option or warrant agreement shall specify
     the period for which the option or warrant thereunder is granted (which in
     no event shall exceed ten years from the date of grant) and shall provide
     that the option or warrant shall expire at the end of such period. If the
     original term of an option or warrant is less than ten years from the date
     of grant, the option or warrant may be amended prior to its expiration,
     with the approval of the Committee and the Participant, to extend the term
     so that the term as amended is not more than ten years from the date of
     grant. However, in the case of an ISO granted to an individual who, at the
     time of grant, owns stock possessing more than 10 percent of the total
     combined voting power of all classes of stock of the Company or its
     Affiliate ("Ten Percent Stockholder"), such period shall not exceed five
     years from the date of grant.

          (ii) Option or Warrant Price. The purchase price of each share of
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     Common Stock subject to each option or warrant granted pursuant to the Plan
     shall be determined by the Committee at the time the option or warrant is
     granted and, in the case of ISOs, shall not be less than 100% of the fair
     market value of a share of Common Stock on the date the option or warrant
     is granted, as determined by the Committee. In the case of an ISO granted
     to a Ten Percent Stockholder, the option or warrant price shall not be less
     than 110% of the fair market value of a share of Common Stock on the date
     the option or warrant is granted. The purchase price of each share of
     Common Stock subject to a Nonqualified Option or Warrant under this Plan
     shall be determined by the Committee prior to granting the option or
     warrant. The Committee shall set the purchase price for each share subject
     to a Nonqualified Option or Warrant at either the fair market value of each
     share on the date the option or warrant is granted, or at such other price
     as the


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     Committee in its sole discretion shall determine.

          At the time a determination of the fair market value of a share of
     Common Stock is required to be made hereunder, the determination of its
     fair market value shall be made by the Committee in such manner as it deems
     appropriate.

          (iii) Exercise Period. The Committee may provide in the option or
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     warrant agreement that an option or warrant may be exercised in whole,
     immediately, or is to be exercisable in increments. In addition, the
     Committee may provide that the exercise of all or part of an option or
     warrant is subject to specified performance by the Participant.

          (iv) Procedure for Exercise. Options or warrants shall be exercised in
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     the manner specified in the option or warrant agreement. The notice of
     exercise shall specify the address to which the certificates for such
     shares are to be mailed. A Participant shall be deemed to be a stockholder
     with respect to shares covered by an option or warrant on the date
     specified in the option or warrant agreement. As promptly as practicable,
     the Company shall deliver to the Participant or other holder of the
     warrant, certificates for the number of shares with respect to which such
     option or warrant has been so exercised, issued in the holder's name or
     such other name as holder directs; provided, however, that such delivery
     shall be deemed effected for all purposes when a stock transfer agent of
     the Company shall have deposited such certificates with a carrier for
     overnight delivery, addressed to the holder at the address specified
     pursuant to this Section 6(d).

          (v) Termination of Employment. If an executive officer to whom an
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     option or warrant is granted ceases to be employed by the Company for any
     reason other than death or disability, any option or warrant which is
     exercisable on the date of such termination of employment may be exercised
     during a period beginning on such date and ending at the time set forth in
     the option or warrant agreement; provided, however, that if a Participant's
     employment is terminated because of the Participant's theft or embezzlement
     from the Company, disclosure of trade secrets of the Company or the
     commission of a willful, felonious act while in the employment of the
     Company (such reasons shall hereinafter be collectively referred to as "for
     cause"), then any option or warrant or unexercised portion thereof granted
     to said Participant shall expire upon such termination of employment.
     Notwithstanding the foregoing, no ISO may be exercised later than three
     months after an employee's termination of employment for any reason other
     than death or disability.

          (vi) Disability or Death of Participant. In the event of the
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     determination of disability or death of a Participant under the Plan while
     he or she is employed by the Company, the options or warrants previously
     granted to him may be exercised (to the extent-he or she would have been
     entitled to do so at the date of the determination of disability or death)
     at any time and from time to time, within a period beginning on the date of
     such determination of disability or death and ending at the time set forth
     in the option or warrant agreement, by the former employee, the guardian of
     his estate, the executor or administrator of his estate or by the person or
     persons to whom his rights under the option or warrant shall pass by will
     or the laws of descent and distribution, but in no event may the option or
     warrant be exercised after its expiration under the terms of the option or
     warrant agreement. Notwithstanding the foregoing, no ISO may be exercised
     later than one year after the determination of disability or death. A
     Participant shall be deemed to be disabled if, in the opinion of a
     physician selected by the Committee, he or she is incapable of performing
     services for the Company of the kind he or she was performing at the time
     the disability occurred by reason of any medically determinable physical or
     mental impairment which can be expected to result in death or to be of
     long, continued and indefinite duration. The date of determination of
     disability for purposes hereof shall be the date of such determination by
     such physician.

          (vii) Assignability. An option or warrant shall not be assignable or
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     otherwise transferable, in whole or in part, by a Participant except that
     an option or warrant may be transferable to a member of the Participant's
     immediate family or to a trust in which the Participant and members of his
     immediate family are the only beneficiaries.

          (viii) Incentive Stock Options. Each option or warrant agreement may
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     contain such terms and provisions as the Committee may determine to be
     necessary or desirable in order to qualify an option or warrant designated
     as an incentive stock option.

          (ix) Restricted Stock Awards. Awards of restricted stock under this
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     Plan shall be subject to all the applicable provisions of this Plan,
     including the following terms and conditions, and to such other terms and
     conditions not inconsistent therewith, as the Committee shall determine:

          (A) Awards of restricted stock may be in addition to or in lieu of
          option or warrant grants. Awards may be conditioned on the attainment
          of particular performance goals based on criteria established by the
          Committee at the time of each award of restricted stock. During a
          period set forth in the agreement (the "Restriction Period"),


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          the recipient shall not be permitted to sell, transfer, pledge, or
          otherwise encumber the shares of restricted stock; except that such
          shares may be used, if the agreement permits, to pay the option or
          warrant price pursuant to any option or warrant granted under this
          Plan, provided an equal number of shares delivered to the Participant
          shall carry the same restrictions as the shares so used. Shares of
          restricted stock shall become free of all restrictions if during the
          Restriction Period, (i) the recipient dies, (ii) the recipient's
          directorship, employment, or consultancy terminates by reason of
          permanent disability, as determined by the Committee, (iii) the
          recipient retires after attaining both 59 1/2 years of age and five
          years of continuous service with the Company and/or a division or
          subsidiary, or (iv) if provided in the agreement, there is a "change
          in control" of the Company (as defined in such agreement). The
          Committee may require medical evidence of permanent disability,
          including medical examinations by physicians selected by it. Unless
          and to the extent otherwise provided in the agreement, shares of
          restricted stock shall be forfeited and revert to the Company upon the
          recipient's termination of directorship, employment or consultancy
          during the Restriction Period for any reason other than death,
          permanent disability, as determined by the Committee, retirement after
          attaining both 59 1/2 years of age and five years of continuous
          service with the Company and/or a subsidiary or division, or, to the
          extent provided in the agreement, a "change in control" of the Company
          (as defined in such agreement), except to the extent the Committee, in
          its sole discretion, finds that such forfeiture might not be in the
          best interests of the Company and, therefore, waives all or part of
          the application of this provision to the restricted stock held by such
          recipient. Certificates for restricted stock shall be registered in
          the name of the recipient but shall be imprinted with the appropriate
          legend and returned to the Company by the recipient, together with a
          stock power endorsed in blank by the recipient. The recipient shall be
          entitled to vote shares of restricted stock and shall be entitled to
          all dividends paid thereon, except that dividends paid in Common Stock
          or other property shall also be subject to the same restrictions.

          (B) Restricted Stock shall become free of the foregoing restrictions
          upon expiration of the applicable Restriction Period and the Company
          shall then deliver to the recipient Common Stock certificates
          evidencing such stock. Restricted stock and any Common Stock received
          upon the expiration of the restriction period shall be subject to such
          other transfer restrictions and/or legend requirements as are
          specified in the applicable agreement.

     (x)  Bonuses and Past Salaries and Fees Payable in Unrestricted Stock.
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          (A) In lieu of cash bonuses otherwise payable under the Company's or
          applicable division's or subsidiary's compensation practices to
          employees and consultants eligible to participate in this Plan, the
          Committee, in its sole discretion, may determine that such bonuses
          shall be payable in unrestricted Common Stock or partly in
          unrestricted Common Stock and partly in cash. Such bonuses shall be in
          consideration of services previously performed and as an incentive
          toward future services and shall consist of shares of unrestricted
          Common Stock subject to such terms as the Committee may determine in
          its sole discretion. The number of shares of unrestricted Common Stock
          payable in lieu of a bonus otherwise payable shall be determined by
          dividing such bonus amount by the fair market value of one share of
          Common Stock on the date the bonus is payable, with fair market value
          determined as of such date in accordance with Section 5(d)(ii).

          (B) In lieu of salaries and fees otherwise payable by the Company to
          employees, attorneys and consultants eligible to participate in this
          Plan that were incurred for services rendered during, prior or after
          the year of 2003, the Committee, in its sole discretion, may determine
          that such unpaid salaries and fees shall be payable in unrestricted
          Common Stock or partly in unrestricted Common Stock and partly in
          cash. Such awards shall be in consideration of services previously
          performed and as an incentive toward future services and shall consist
          of shares of unrestricted Common Stock subject to such terms as the
          Committee may determine in its sole discretion. The number of shares
          of unrestricted Common Stock payable in lieu of a salaries and fees
          otherwise payable shall be determined by dividing each calendar
          month's of unpaid salary or fee amount by the average trading value of
          the Common Stock for the calendar month during which the subject
          services were provided.

          (xi) No Rights as Stockholder. No Participant shall have any rights as
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     a stockholder with respect to shares covered by an option or warrant until
     the option or warrant is exercised as provided in clause (d) above.

          (xii) Extraordinary Corporate Transactions. The existence of
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     outstanding options or warrants shall not affect in any way the right or
     power of the Company or its stockholders to make or authorize any or all
     adjustments, recapitalizations, reorganizations, exchanges, or other
     changes in the Company's capital structure or its business, or any merger
     or consolidation of the Company, or any issuance of Common Stock or other
     securities or subscription rights thereto, or any issuance of bonds,
     debentures, preferred or prior preference stock ahead of or affecting the
     Common Stock or the rights thereof, or the dissolution or liquidation of
     the Company, or any sale or transfer of all or any part of its assets or
     business, or any other corporate act or proceeding, whether of a similar
     character or otherwise. If the Company recapitalizes or otherwise changes
     its capital structure, or merges, consolidates, sells all of its assets or


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     dissolves (each of the foregoing a "Fundamental Change"), then thereafter
     upon any exercise of an option or warrant theretofore granted the
     Participant shall be entitled to purchase under such option or warrant, in
     lieu of the number of shares of Common Stock as to which option or warrant
     shall then be exercisable, the number and class of shares of stock and
     securities to which the Participant would have been entitled pursuant to
     the terms of the Fundamental Change if, immediately prior to such
     Fundamental Change, the Participant had been the holder of record of the
     number of shares of Common Stock as to which such option or warrant is then
     exercisable. If (i) the Company shall not be the surviving entity in any
     merger or consolidation (or survives only as a subsidiary of another
     entity), (ii) the Company sells all or substantially all of its assets to
     any other person or entity (other than a wholly-owned subsidiary), (iii)
     any person or entity (including a "group" as contemplated by Section
     13(d)(3) of the Exchange Act) acquires or gains ownership or control of
     (including, without limitation, power to vote) more than 50% of the
     outstanding shares of Common Stock, (iv) the Company is to be dissolved and
     liquidated, or (v) as a result of or in connection with a contested
     election of directors, the persons who were directors of the Company before
     such election shall cease to constitute a majority of the Board (each such
     event in clauses (i) through (v) above is referred to herein as a
     "Corporate Change"), the Committee, in its sole discretion, may accelerate
     the time at which all or a portion of a Participant's option or warrants
     may be exercised for a limited period of time before or after a specified
     date.

          (xiii) Changes in Company's Capital Structure. If the outstanding
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     shares of Common Stock or other securities of the Company, or both, for
     which the option or warrant is then exercisable at any time be changed or
     exchanged by declaration of a stock dividend, stock split, combination of
     shares, recapitalization, or reorganization, the number and kind of shares
     of Common Stock or other securities which are subject to the Plan or
     subject to any options or warrants theretofore granted, and the option or
     warrant prices, shall be adjusted only as provided in the option or
     warrant.

          (xiv) Acceleration of Options and Warrants. Except as hereinbefore
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     expressly provided, (i) the issuance by the Company of shares of stock or
     any class of securities convertible into shares of stock of any class, for
     cash, property, labor or services, upon direct sale, upon the exercise of
     rights or warrants to subscribe therefor, or upon conversion of shares or
     obligations of the Company convertible into such shares or other
     securities, (ii) the payment of a dividend in property other than Common
     Stock or (iii) the occurrence of any similar transaction, and in any case
     whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to options or warrants theretofore granted or the
     purchase price per share, unless the Committee shall determine, in its sole
     discretion, that an adjustment is necessary to provide equitable treatment
     to Participant. Notwithstanding anything to the contrary contained in this
     Plan, the Committee may, in its sole discretion, accelerate the time at
     which any option or warrant may be exercised, including, but not limited
     to, upon the occurrence of the events specified in this Section 5, and is
     authorized at any time (with the consent of the Participant) to purchase
     options or warrants pursuant to Section 6.

SECTION 6. RELINQUISHMENT OF OPTIONS OR WARRANTS.

     (a) The Committee, in granting options or warrants hereunder, shall have
discretion to determine whether or not options or warrants shall include a right
of relinquishment as hereinafter provided by this Section 6. The Committee shall
also have discretion to determine whether an option or warrant agreement
evidencing an option or warrant initially granted by the Committee without a
right of relinquishment shall be amended or supplemented to include such a right
of relinquishment. Neither the Committee nor the Company shall be under any
obligation or incur any liability to any person by reason of the Committee's
refusal to grant or include a right of relinquishment in any option or warrant
granted hereunder or in any option or warrant agreement evidencing the same.
Subject to the Committee's determination in any case that the grant by it of a
right of relinquishment is consistent with Section 1 hereof, any option or
warrant granted under this Plan, and the option or warrant agreement evidencing
such option or warrant, may provide:

          (i) That the Participant, or his or her heirs or other legal
     representatives to the extent entitled to exercise the option or warrant
     under the terms thereof, in lieu of purchasing the entire number of shares
     subject to purchase thereunder, shall have the right to relinquish all or
     any part of the then unexercised portion of the option or warrant (to the
     extent then exercisable) for a number of shares of Common Stock to be
     determined in accordance with the following provisions of this clause (i):

          (A) The written notice of exercise of such right of relinquishment
          shall state the percentage of the total number of shares of Common
          Stock issuable pursuant to such relinquishment (as defined below) that
          the Participant elects to receive;

          (B) The number of shares of Common Stock, if any, issuable pursuant to
          such relinquishment shall be the number of such shares, rounded to the
          next greater number of full shares, as shall be equal to the quotient
          obtained by dividing (i) the Appreciated Value by (ii) the purchase
          price for each of such shares specified in such option or warrant;


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          (C) For the purpose of this clause (C), "Appreciated Value" means the
          excess, if any, of (x) the total current market value of the shares of
          Common Stock covered by the option or warrant or the portion thereof
          to be relinquished over (y) the total purchase price for such shares
          specified in such option or warrant;

          (ii) That such right of relinquishment may be exercised only upon
     receipt by the Company of a written notice of such relinquishment which
     shall be dated the date of election to make such relinquishment; and that,
     for the purposes of this Plan, such date of election shall be deemed to be
     the date when such notice is sent by registered or certified mail, or when
     receipt is acknowledged by the Company, if mailed by other than registered
     or certified mail or if delivered by hand or by any telegraphic
     communications equipment of the sender or otherwise delivered; provided,
     that, in the event the method just described for determining such date of
     election shall not be or remain consistent with the provisions of Section
     16(b) of the Exchange Act or the rules and regulations adopted by the
     Commission thereunder, as presently existing or as may be hereafter
     amended, which regulations exempt from the operation of Section 16(b) of
     the Exchange Act in whole or in part any such relinquishment transaction,
     then such date of election shall be determined by such other method
     consistent with Section 16(b) of the Exchange Act or the rules and
     regulations thereunder as the Committee shall in its discretion select and
     apply;

          (iii) That the "current market value" of a share of Common Stock on a
     particular date shall be deemed to be its fair market value on that date as
     determined in accordance with Paragraph 5(d)(ii); and

          (iv) That the option or warrant, or any portion thereof, may be
     relinquished only to the extent that (A) it is exercisable on the date
     written notice of relinquishment is received by the Company, and (B) the
     holder of such option or warrant pays, or makes provision satisfactory to
     the Company for the payment of, any taxes which the Company is obligated to
     collect with respect to such relinquishment.

     (b) The Committee shall have sole discretion to consent to or disapprove,
and neither the Committee nor the Company shall be under any liability by reason
of the Committee's disapproval of, any election by a holder of preferred stock
to relinquish such preferred stock in whole or in part as provided in Paragraph
7(a), except that no such consent to or approval of a relinquishment shall be
required under the following circumstances. Each Participant who is subject to
the short-swing profits recapture provisions of Section 16(b) of the Exchange
Act ("Covered Participant") shall not be entitled to receive shares of Common
Stock when options or warrants are relinquished during any window period
commencing on the third business day following the Company's release of a
quarterly or annual summary statement of sales and earnings and ending on the
twelfth business day following such release ("Window Period"). A Covered
Participant shall be entitled to receive shares of Common Stock upon the
relinquishment of options or warrants outside a Window Period.

     (c) The Committee, in granting options or warrants hereunder, shall have
discretion to determine the terms upon which such options or warrants shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such provisions as are deemed advisable to permit the exemption from the
operation from Section 16(b) of the Exchange Act of any such relinquishment
transaction, and options or warrants outstanding, and option agreements
evidencing such options, may be amended, if necessary, to permit such exemption.
If options or warrants are relinquished, such option or warrant shall be deemed
to have been exercised to the extent of the number of shares of Common Stock
covered by the option or warrant or part thereof which is relinquished, and no
further options or warrants may be granted covering such shares of Common Stock.

     (d) Any options or warrants or any right to relinquish the same to the
Company as contemplated by this Paragraph 6 shall be assignable by the
Participant, provided the transaction complies with any applicable securities
laws.

     (e) Except as provided in Section 6(f) below, no right of relinquishment
may be exercised within the first six months after the initial award of any
option or warrant containing, or the amendment or supplementation of any
existing option or warrant agreement adding, the right of relinquishment.

     (f) No right of relinquishment may be exercised after the initial award of
any option or warrant containing, or the amendment or supplementation of any
existing option or warrant agreement adding the right of relinquishment, unless
such right of relinquishment is effective upon the Participant's death,
disability or termination of his relationship with the Company for a reason
other than "for cause."

SECTION 7. GRANT OF CONVERTIBLE PREFERRED STOCK.

     (a) Committee Discretion. The Committee shall have sole and absolute
         --------------------
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive restricted preferred stock, or
unrestricted preferred


                                        6
<PAGE>
stock under the Plan, and (ii) to determine the number of shares of Common Stock
to be issued upon conversion of such shares of preferred stock and the terms
thereof. The Committee shall thereupon grant shares of preferred stock in
accordance with such determinations as evidenced by a written preferred stock
designation. Subject to the express provisions of the Plan, the Committee shall
have discretionary authority to prescribe, amend and rescind rules and
regulations relating to the Plan, to interpret the Plan, to prescribe and amend
the terms of the preferred stock designation (which need not be identical) and
to make all other determinations deemed necessary or advisable for the
administration of the Plan.

     (b) Terms and Conditions. Each series of preferred stock granted under the
         --------------------
Plan shall be evidenced by a designation in the form for filing with the
Secretary of State of the state of incorporation of the Company, containing such
terms as approved by the Committee, which shall be subject to the following
express terms and conditions and to such other terms and conditions as the
Committee may deem appropriate:

          (i) Conversion Ratio. The number of shares of Common Stock issuable
              ----------------
     upon conversion of each share of preferred stock granted pursuant to the
     Plan shall be determined by the Committee at the time the preferred stock
     is granted. The conversion ration may be determined by reference to the
     fair market value of each share of Common Stock on the date the preferred
     stock is granted, or at such other price as the Committee in its sole
     discretion shall determine.

          At the time a determination of the fair market value of a share of
     Common Stock is required to be made hereunder, the determination of its
     fair market value shall be made in accordance with Paragraph 5(d)(ii).

          (ii) Conversion Period. The Committee may provide in the preferred
               -----------------
     stock agreement that an preferred stock may be converted in whole,
     immediately, or is to be convertible in increments. In addition, the
     Committee may provide that the conversion of all or part of an preferred
     stock is subject to specified performance by the Participant.

          (iii) Procedure for Conversion. Shares of preferred stock shall be
                ------------------------
     converted in the manner specified in the preferred stock designation. The
     notice of conversion shall specify the address to which the certificates
     for such shares are to be mailed. A Participant shall be deemed to be a
     stockholder with respect to shares covered by preferred stock on the date
     specified in the preferred stock agreement. As promptly as practicable, the
     Company shall deliver to the Participant or other holder of the warrant,
     certificates for the number of shares with respect to which such preferred
     stock has been so converted, issued in the holder's name or such other name
     as holder directs; provided, however, that such delivery shall be deemed
     effected for all purposes when a stock transfer agent of the Company shall
     have deposited such certificates with a carrier for overnight delivery,
     addressed to the holder at the address specified pursuant to this Section
     6(d).

          (iv) Termination of Employment. If an executive officer to whom
               -------------------------
     preferred stock is granted ceases to be employed by the Company for any
     reason other than death or disability, any preferred stock which is
     convertible on the date of such termination of employment may be converted
     during a period beginning on such date and ending at the time set forth in
     the preferred stock agreement; provided, however, that if a Participant's
     employment is terminated because of the Participant's theft or embezzlement
     from the Company, disclosure of trade secrets of the Company or the
     commission of a willful, felonious act while in the employment of the
     Company (such reasons shall hereinafter be collectively referred to as "for
     cause"), then any preferred stock or unconverted portion thereof granted to
     said Participant shall expire upon such termination of employment.
     Notwithstanding the foregoing, no ISO may be converted later than three
     months after an employee's termination of employment for any reason other
     than death or disability.

          (v) Disability or Death of Participant. In the event of the
              ----------------------------------
     determination of disability or death of a Participant under the Plan while
     he or she is employed by the Company, the preferred stock previously
     granted to him may be converted (to the extent he or she would have been
     entitled to do so at the date of the determination of disability or death)
     at any time and from time to time, within a period beginning on the date of
     such determination of disability or death and ending at the time set forth
     in the preferred stock agreement, by the former employee, the guardian of
     his estate, the executor or administrator of his estate or by the person or
     persons to whom his rights under the preferred stock shall pass by will or
     the laws of descent and distribution, but in no event may the preferred
     stock be converted after its expiration under the terms of the preferred
     stock agreement. Notwithstanding the foregoing, no ISO may be converted
     later than one year after the determination of disability or death. A
     Participant shall be deemed to be disabled if, in the opinion of a
     physician selected by the Committee, he or she is incapable of performing
     services for the Company of the kind he or she was performing at the time
     the disability occurred by reason of any medically determinable physical or
     mental impairment which can be expected to result in death or to be of
     long, continued and indefinite duration. The date of determination of
     disability for purposes hereof shall be the date of such determination by
     such physician.

          (vi) Assignability. Preferred stock shall be assignable or otherwise
               -------------
     transferable, in whole or in part, by a Participant.


                                        7
<PAGE>
          (vii) Restricted Stock Awards. Awards of restricted preferred stock
                -----------------------
     under this Plan shall be subject to all the applicable provisions of this
     Plan, including the following terms and conditions, and to such other terms
     and conditions not inconsistent therewith, as the Committee shall
     determine:

     (A) Awards of restricted preferred stock may be in addition to or in lieu
     of preferred stock grants. Awards may be conditioned on the attainment of
     particular performance goals based on criteria established by the Committee
     at the time of each award of restricted preferred stock. During a period
     set forth in the agreement (the "Restriction Period"), the recipient shall
     not be permitted to sell, transfer, pledge, or otherwise encumber the
     shares of restricted preferred stock. Shares of restricted preferred stock
     shall become free of all restrictions if during the Restriction Period, (i)
     the recipient dies, (ii) the recipient's directorship, employment, or
     consultancy terminates by reason of permanent disability, as determined by
     the Committee, (iii) the recipient retires after attaining both 59 1/2
     years of age and five years of continuous service with the Company and/or a
     division or subsidiary, or (iv) if provided in the agreement, there is a
     "change in control" of the Company (as defined in such agreement). The
     Committee may require medical evidence of permanent disability, including
     medical examinations by physicians selected by it. Unless and to the extent
     otherwise provided in the agreement, shares of restricted preferred stock
     shall be forfeited and revert to the Company upon the recipient's
     termination of directorship, employment or consultancy during the
     Restriction Period for any reason other than death, permanent disability,
     as determined by the Committee, retirement after attaining both 59 1/2
     years of age and five years of continuous service with the Company and/or a
     subsidiary or division, or, to the extent provided in the agreement, a
     "change in control" of the Company (as defined in such agreement), except
     to the extent the Committee, in its sole discretion, finds that such
     forfeiture might not be in the best interests of the Company and,
     therefore, waives all or part of the application of this provision to the
     restricted preferred stock held by such recipient. Certificates for
     restricted preferred stock shall be registered in the name of the recipient
     but shall be imprinted with the appropriate legend and returned to the
     Company by the recipient, together with a preferred stock power endorsed in
     blank by the recipient. The recipient shall be entitled to vote shares of
     restricted preferred stock and shall be entitled to all dividends paid
     thereon, except that dividends paid in Common Stock or other property shall
     also be subject to the same restrictions.

     (B) Restricted preferred stock shall become free of the foregoing
     restrictions upon expiration of the applicable Restriction Period and the
     Company shall then deliver to the recipient Common Stock certificates
     evidencing such stock. Restricted preferred stock and any Common Stock
     received upon the expiration of the restriction period shall be subject to
     such other transfer restrictions and/or legend requirements as are
     specified in the applicable agreement.

     (x) Bonuses and Past Salaries and Fees Payable in Unrestricted Preferred
         --------------------------------------------------------------------
         stock.
         -----

     (A) ln lieu of cash bonuses otherwise payable under the Company's or
     applicable division's or subsidiary's compensation practices to employees
     and consultants eligible to participate in this Plan, the Committee, in its
     sole discretion, may determine that such bonuses shall be payable in
     unrestricted Common Stock or partly in unrestricted Common Stock and partly
     in cash. Such bonuses shall be in consideration of services previously
     performed and as an incentive toward future services and shall consist of
     shares of unrestricted Common Stock subject to such terms as the Committee
     may determine in its sole discretion. The number of shares of unrestricted
     Common Stock payable in lieu of a bonus otherwise payable shall be
     determined by dividing such bonus amount by the fair market value of one
     share of Common Stock on the date the bonus is payable, with fair market
     value determined as of such date in accordance with Section 5(d)(ii).

     (B) In lieu of salaries and fees otherwise payable by the Company to
     employees, attorneys and consultants eligible to participate in this Plan
     that were incurred for services rendered during, prior or after the year of
     2003, the Committee, in its sole discretion, may determine that such unpaid
     salaries and fees shall be payable in unrestricted Common Stock or partly
     in unrestricted Common Stock and partly in cash. Such awards shall be in
     consideration of services previously performed and as an incentive toward
     future services and shall consist of shares of unrestricted Common Stock
     subject to such terms as the Committee may determine in its sole
     discretion. The number of shares of unrestricted Common Stock payable in
     lieu of salaries and fees otherwise payable shall be determined by dividing
     each calendar month's of unpaid salary or fee amount by the average trading
     value of the Common Stock for the calendar month during which the subject
     services were provided.

          (xi) No Rights as Stockholder. No Participant shall have any rights as
               ------------------------
     a stockholder with respect to shares covered by an preferred stock until
     the preferred stock is converted as provided in clause (b)(iii) above.


                                        8
<PAGE>
          (xii) Extraordinary Corporate Transactions. The existence of
                ------------------------------------
     outstanding preferred stock shall not affect in any way the right or power
     of the Company or its stockholders to make or authorize any or all
     adjustments, recapitalizations, reorganizations, exchanges, or other
     changes in the Company's capital structure or its business, or any merger
     or consolidation of the Company, or any issuance of Common Stock or other
     securities or subscription rights thereto, or any issuance of bonds,
     debentures, preferred or prior preference stock ahead of or affecting the
     Common Stock or the rights thereof, or the dissolution or liquidation of
     the Company, or any sale or transfer of all or any part of its assets or
     business, or any other corporate act or proceeding, whether of a similar
     character or otherwise. If the Company recapitalizes or otherwise changes
     its capital structure, or merges, consolidates, sells all of its assets or
     dissolves (each of the foregoing a "Fundamental Change"), then thereafter
     upon any conversion of preferred stock theretofore granted the Participant
     shall be entitled to the number of shares of Common Stock upon conversion
     of such preferred stock, in lieu of the number of shares of Common Stock as
     to which preferred stock shall then be convertible, the number and class of
     shares of stock and securities to which the Participant would have been
     entitled pursuant to the terms of the Fundamental Change if, immediately
     prior to such Fundamental Change, the Participant had been the holder of
     record of the number of shares of Common Stock as to which such preferred
     stock is then convertible. If (i) the Company shall not be the surviving
     entity in any merger or consolidation (or survives only as a subsidiary of
     another entity), (ii) the Company sells all or substantially all of its
     assets to any other person-or entity (other than a wholly-owned
     subsidiary), (iii) any person or entity (including a "group" as
     contemplated by Section 1 3(d)(3) of the Exchange Act) acquires or gains
     ownership or control of (including, without limitation, power to vote) more
     than 50% of the outstanding shares of Common Stock, (iv) the Company is to
     be dissolved and liquidated, or (v) as a result of or in connection with a
     contested election of directors, the persons who were directors of the
     Company before such election shall cease to constitute a majority of the
     Board (each such event in clauses (i) through (v) above is referred to
     herein as a "Corporate Change"), the Committee, in its sole discretion, may
     accelerate the time at which all or a portion of a Participant's shares of
     preferred stock may be converted for a limited period of time before or
     after a specified date.

          (xiii) Changes in Company's Capital Structure. If the outstanding
                 --------------------------------------
     shares of Common Stock or other securities of the Company, or both, for
     which the preferred stock is then convertible at any time be changed or
     exchanged by declaration of a stock dividend, stock split, combination of
     shares, recapitalization, or reorganization, the number and kind of shares
     of Common Stock or other securities which are subject to the Plan or
     subject to any preferred stock theretofore granted, and the conversion
     ratio, shall be adjusted only as provided in the designation of the
     preferred stock.

          (xiv) Acceleration of Conversion of Preferred Stock. Except as
                ---------------------------------------------
     hereinbefore expressly provided, (i) the issuance by the Company of shares
     of stock or any class of securities convertible into shares of stock of any
     class, for cash, property, labor or services, upon direct sale, upon the
     conversion of rights or warrants to subscribe therefor, or upon conversion
     of shares or obligations of the Company convertible into such shares or
     other securities, (ii) the payment of a dividend in property other than
     Common Stock or (iii) the occurrence of any similar transaction, and in any
     case whether or not for fair value, shall not affect, and no adjustment by
     reason thereof shall be made with respect to, the number of shares of
     Common Stock subject to preferred stock theretofore granted, unless the
     Committee shall determine, in its sole discretion, that an adjustment is
     necessary to provide equitable treatment to Participant. Notwithstanding
     anything to the contrary contained in this Plan, the Committee may, in its
     sole discretion, accelerate the time at which any preferred stock may be
     converted, including, but not limited to, upon the occurrence of the events
     specified in this Section 7(xiv).

SECTION 8. AMENDMENTS OR TERMINATION. The Board may amend, alter or discontinue
the Plan, but no amendment or alteration shall be made which would impair the
rights of any Participant, without his consent, under any option, warrant or
preferred stock theretofore granted.

SECTION 9. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of options or warrants and grant and conversion of preferred stock
thereunder, and the obligation of the Company to sell and deliver shares under
such options, warrants or preferred stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable. Any adjustments provided for in subparagraphs 5(d)(xii), (xiii)
and (xiv) shall be subject to any shareholder action required by the corporate
law of the state of incorporation of the Company.

SECTION 10. PURCHASE FOR INVESTMENT. Unless the options, warrants, shares of
convertible preferred stock and shares of Common Stock covered by this Plan have
been registered under the Securities Act of 1933, as amended, or the


                                        9
<PAGE>
Company has determined that such registration is unnecessary, each person
acquiring or exercising an option or warrant under this Plan or converting
shares of preferred stock may be required by the Company to give a
representation in writing that he or she is acquiring such option or warrant or
such shares for his own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.

SECTION 11. TAXES.

     (a) The Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with any
options, warrants or preferred stock granted under this Plan.

     (b) Notwithstanding the terms of Paragraph 11(a), any Participant may pay
all or any portion of the taxes required to be withheld by the Company or paid
by him or her in connection with the exercise of a nonqualified option or
warrant or conversion of preferred stock by electing to have the Company
withhold shares of Common Stock, or by delivering previously owned shares of
Common Stock, having a fair market value, determined in accordance with
Paragraph 5(d)(ii), equal to the amount required to be withheld or paid. A
Participant must make the foregoing election on or before the date that the
amount of tax to be withheld is determined ("Tax Date"). All such elections are
irrevocable and subject to disapproval by the Committee.  Elections by Covered
Participants are subject to the following additional restrictions: (i) such
election may not be made within six months of the grant of an option or warrant,
provided that this limitation shall not apply in the event of death or
disability, and (ii) such election must be made either six months or more prior
to the Tax Date or in a Window Period. Where the Tax Date in respect of an
option or warrant is deferred until six months after exercise and the Covered
Participant elects share withholding, the full amount of shares of Common Stock
will be issued or transferred to him upon exercise of the option or warrant, but
he or she shall be unconditionally obligated to tender back to the Company the
number of shares necessary to discharge the Company's withholding obligation or
his estimated tax obligation on the Tax Date.

SECTION 12. REPLACEMENT OF OPTIONS, WARRANTS AND PREFERRED STOCK. The Committee
from time to time may permit a Participant under the Plan to surrender for
cancellation any unexercised outstanding option or warrant or unconverted
Preferred stock and receive from the Company in exchange an option, warrant or
preferred stock for such number of shares of Common Stock as may be designated
by the Committee. The Committee may, with the consent of the holder of any
outstanding option, warrant or preferred stock, amend such option, warrant or
preferred stock, including reducing the exercise price of any option or warrant
to not less than the fair market value of the Common Stock at the time of the
amendment, increasing the conversion ratio of any preferred stock and extending
the exercise or conversion term of and warrant, option or preferred stock.

SECTION 13. NO RIGHT TO COMPANY EMPLOYMENT. Nothing in this Plan or as a result
of any option or warrant granted pursuant to this Plan shall confer on any
individual any right to continue in the employ of the Company or interfere in
any way with the right of the Company to terminate an individual's employment at
any time. The option, warrant or preferred stock agreements may contain such
provisions as the Committee may approve with reference to the effect of approved
leaves of absence.

SECTION 14. LIABILITY OF COMPANY. The Company and any Affiliate which is in
existence or hereafter comes into existence shall not be liable to a Participant
or other persons as to:

     (a) The Non-Issuance of Shares. The non-issuance or sale of shares as to
         --------------------------
which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and

     (b) Tax Consequences. Any tax consequence expected, but not realized, by
         ----------------
any Participant or other person due to the exercise of any option or warrant or
the conversion of any preferred stock granted hereunder.

SECTION 15. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan shall be effective on
the date the Board adopts the Plan. The Plan shall expire ten years after the
date the Board approves the Plan and thereafter no option, warrant or preferred
stock shall be granted pursuant to the Plan.

SECTION 16. NON-EXCLUSIVITY OF THE PLAN. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including without
limitation, the granting of restricted stock or stock options, warrants or
preferred stock otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

SECTION 17. GOVERNING LAW. This Plan and any agreements hereunder shall be
interpreted and construed in accordance


                                       10
<PAGE>
with the laws of the state of incorporation of the Company and applicable
federal law.

SECTION 18. CASHLESS EXERCISE. The Committee also may allow cashless exercises
as permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law.  The
proceeds from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes.


                                       11
<PAGE>