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Exhibit 10i

                             2003 STOCK OPTION PLAN
                              U.S. WEST HOMES, INC.

1.       PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract
         and retain the best available personnel for positions of substantial
         responsibility, to provide additional incentive to Employees, Directors
         and Consultants and to promote the success of the Company's business.

         Options granted under the Plan may be Incentive Stock Options or
         Non-statutory Stock Options, as determined by the Administrator at the
         time of grant. Stock Purchase Rights may also be granted under the
         Plan.

2.       DEFINITIONS. As used herein, the following definitions shall apply:

         a.       "Administrator" means the Executive Committee of the Board or
                  any of its Committees as shall be administering the Plan in
                  accordance with Section 4 hereof.

         b.       "Applicable Laws" means the requirements relating to the
                  administration of stock option plans under U.S. state
                  corporate laws, U.S. federal and state securities laws, the
                  Code, any stock exchange or quotation system on which the
                  Common Stock is listed or quoted and the applicable laws of
                  any foreign country or jurisdiction where Options or Stock
                  Purchase Rights are granted under the Plan.

         c.       "Board" means the Board of Directors of the Company.

         d.       "Code" means the Internal Revenue Code of 1986, as amended.

         e.       "Committee" means a committee of Directors appointed by the
                  Board in accordance with Section 4 hereof.

         f.       "Common Stock" means the Common Stock of the Company.

         g.       "Company" means U.S. West Homes, Inc., a Nevada
                  corporation.

         h.       "Consultant" means any person who is engaged by the Company or
                  any Parent or Subsidiary to render consulting or advisory
                  services to such entity.

         i.       "Director" means a member of the Board of Directors of the
                  Company.

         j.       "Employee" means any person, including Officers and Directors,
                  employed by the Company or any Parent or Subsidiary of the
                  Company. A Service Provider shall not cease to be an Employee
                  in the case of (i) any leave of absence approved by the
                  Company or (ii) transfers between locations of the Company or
                  between the Company, its Parent, any Subsidiary, or any
                  successor. For purposes of Incentive Stock Options, no such
                  leave may exceed ninety days, unless re-employment upon
                  expiration of such leave is guaranteed by statute or contract.
                  If re-employment upon expiration of a leave of absence
                  approved by the Company is not so guaranteed, on the 181st day
                  of such leave any Incentive Stock Option held by the Optionee
                  shall cease to be treated as an Incentive Stock Option and
                  shall be treated for tax purposes as a Non-statutory Stock
                  Option. Neither service as a Director nor payment of a
                  director's fee by the Company shall be sufficient to
                  constitute "employment" by the Company.

         k.       "Exchange Act" means the Securities Exchange Act of 1934, as
                  amended.



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         l.       "Executive Committee" means the Executive Committee of the
                  Board of Directors which is comprised of at least three
                  members of the Board, generally the Chief Executive Officer
                  and President. The Committee acts by majority vote.

         m.       "Fair Market Value" means, as of any date, the value of Common
                  Stock determined as follows:

                  i.       If the Common Stock is listed on any established
                           stock exchange or a national market system, including
                           without limitation the Over-the-Counter Bulletin
                           Board, BBX Stock Market, NASDAQ National Market or
                           The NASDAQ Small-Cap Market of the NASDAQ Stock
                           Market, its Fair Market Value shall be the closing
                           sales price for such stock (or the closing bid, if no
                           sales were reported) as quoted on such exchange or
                           system for the last market trading day prior to the
                           time of determination, as reported in The Wall Street
                           Journal or such other source as the Administrator
                           deems reliable;

                  ii.      If the Common Stock is regularly quoted by a
                           recognized securities dealer but selling prices are
                           not reported, its Fair Market Value shall be the mean
                           between the high bid and low asked prices for the
                           Common Stock on the last market trading day prior to
                           the day of determination; or

                  iii.     In the absence of an established market for the
                           Common Stock, the Fair Market Value thereof shall be
                           determined in good faith by the Administrator.

         n.       "Incentive Stock Option" means an Option intended to qualify
                  as an incentive stock option within the meaning of Section 422
                  of the Code.

         o.       "Non-statutory Stock Option" means an Option not intended to
                  qualify as an Incentive Stock Option.

         p.       "Officer" means a person who is an officer of the Company
                  within the meaning of Section 16 of the Exchange Act and the
                  rules and regulations promulgated thereunder.

         q.       "Option" means a stock option granted pursuant to the Plan.

         r.       "Option Agreement" means a written or electronic agreement
                  between the Company and an Optionee evidencing the terms and
                  conditions of an individual Option grant. The Option Agreement
                  is subject to the terms and conditions of the Plan.

         s.       "Option Exchange Program" means a program whereby outstanding
                  Options are exchanged for Options with a lower exercise price.

         t.       "Optioned Stock" means the Common Stock subject to an Option
                  or a Stock Purchase Right.

         u.       "Optionee" means the holder of an outstanding Option or Stock
                  Purchase Right granted under the Plan.

         v.       "Parent" means a "parent corporation," whether now or
                  hereafter existing, as defined in Section 424(e) of the Code.

         w.       "Plan" means this 2003 Stock Option Plan.

         x.       "Restricted Stock" means shares of Common Stock acquired
                  pursuant to a grant of a Stock Purchase Right under Section 11
                  below.

         y.       "Section 16(b)" means Section 16(b) of the Securities Exchange
                  Act of 1934, as amended.

         z.       "Service Provider" means an Employee, Director or consultant.



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         aa.       "Share" means a share of the Common Stock, as adjusted in
                  accordance with Section 12 below.

         ab.      "Stock Purchase Right" means a right to purchase Common Stock
                  pursuant to Section 11 below.

         ac.      "Subsidiary" means a "subsidiary corporation," whether now or
                  hereafter existing, as defined in Section 424(f) of the Code.

3.       Stock Subject to the Plan. Subject to the provisions of Section 12 of
         the Plan, the maximum aggregate number of Shares which may be subject
         to option and sold under the Plan is 100,000,000 Shares. The Shares may
         be authorized but unissued, or reacquired Common Stock.

         If an Option or Stock Purchase Right expires or becomes un-exercisable
         without having been exercised in full, or is surrendered pursuant to an
         Option Exchange Program, the un-purchased Shares which were subject
         thereto shall become available for future grant or sale under the Plan
         (unless the Plan has terminated). However, Shares that have actually
         been issued under the Plan, upon exercise of either an Option or Stock
         Purchase Right, shall not be returned to the Plan and shall not become
         available for future distribution under the Plan, except that if Shares
         of Restricted Stock are repurchased by the Company at their original
         purchase price, such Shares shall become available for future grant
         under the Plan.

4.       Administration of the Plan.

         a.       The Plan shall be administered by the Board or a Committee
                  appointed by the Board, which Committee shall be constituted
                  to comply with Applicable Laws.

         b.       Powers of the Administrator. Subject to the provisions of the
                  Plan and, in the case of a Committee, the specific duties
                  delegated by the Board to such Committee, and subject to the
                  approval of any relevant authorities, the Administrator shall
                  have the authority in its discretion,

                  i.       to determine the Fair Market Value;

                  ii.      to select the Service Providers to whom Options and
                           Stock Purchase Rights may from time to time be
                           granted hereunder;

                  iii.     to determine the number of Shares to be covered by
                           each such award granted hereunder;

                  iv.      to approve forms of agreement for use under the Plan;

                  v.       to determine the terms and conditions of any Option
                           or Stock Purchase Right granted hereunder. Such terms
                           and conditions include, but are not limited to, the
                           exercise price, the time or times when Options or
                           Stock Purchase Rights may be exercised (which may be
                           based on performance criteria), any vesting
                           acceleration or waiver of forfeiture restrictions,
                           and any restriction or limitation regarding any
                           Option or Stock Purchase Right or the Common Stock
                           relating thereto, based in each case on such factors
                           as the Administrator, in its sole discretion, shall
                           determine;

                  vi.      to determine whether and under what circumstances an
                           Option may be settled in cash under subsection 9(f)
                           instead of Common Stock;

                  vii.     Omitted;

                  viii.    to initiate an Option Exchange Program;

                  ix.      to prescribe, amend and rescind rules and regulations
                           relating to the Plan, including rules and regulations
                           relating to sub-plans established for the purpose of
                           qualifying for preferred tax treatment under foreign
                           tax laws;



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                  x.       to allow Optionees to satisfy withholding tax
                           obligations by electing to have the Company withhold
                           from the Shares to be issued upon exercise of an
                           Option or Stock Purchase Right that number of Shares
                           having a Fair Market Value equal to he amount
                           required to be withheld. The Fair Market Value of the
                           Shares to be withheld shall be determined on the date
                           that the amount of tax to be withheld is to be
                           determined. All elections by Optionees to have Shares

                           withheld for this purpose shall be made in such form
                           and under such conditions as the Administrator may
                           deem necessary advisable; and

                  xi.      to construe and interpret the terms of the Plan and
                           awards granted pursuant to the Plan.

         c.       Effect of Administrator's Decision. All decisions,
                  determinations and interpretations of the Administrator shall
                  be final and binding on all Optionees.

5.       Eligibility.

         a.       Non-statutory Stock Options and Stock Purchase Rights may be
                  granted to Service Providers. Incentive Stock Options may be
                  granted only to Employees.

         b.       Each Option shall be designated in the Option Agreement as
                  either an Incentive Stock Option or a Non-statutory Stock
                  Option. However, notwithstanding such designation, to the
                  extent that the aggregate Fair Market Value of the Shares with
                  respect to which Incentive Stock Options are exercisable for
                  the first time by the Optionee during any calendar year (under
                  all plans of the Company and any Parent or Subsidiary) exceeds
                  $100,000, such Options shall be treated as Non-statutory Stock
                  Options. For purposes of this Section 5(b), Incentive Stock
                  Options shall be taken into account in the order in which they
                  were granted. The Fair Market Value of the Shares shall be
                  determined as of the time the Option with respect to such
                  Shares is granted.

         c.       Neither the Plan nor any Option or Stock Purchase Right shall
                  confer upon any Optionee any right with respect to continuing
                  the Optionee's relationship as a Service Provider with the
                  Company, nor shall it interfere in any way with his or her
                  right or the Company's right to terminate such relationship at
                  any time, with or without cause.

6.       Term of Plan. The Plan shall become effective upon its adoption by the
         Board. It shall continue in effect for a term of ten (10) years unless
         sooner terminated under Section 14 of the Plan.

7.       Term of Option. The term of each Option shall be stated in the Option

         Agreement; provided, however, that the term shall be no more than ten
         (10) years from the date of grant thereof. In the case of an Incentive
         Stock Option granted to an Optionee who, at the time the Option is
         granted, owns stock representing more than ten percent (10%) of the
         voting power of all classes of stock of the Company or any Parent or
         Subsidiary, the term of the Option shall be five (5) years from the
         date of grant or such shorter term as may be provided in the Option
         Agreement.



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8.       Option Exercise Price and Consideration.

         a.       The per share exercise price for the Shares to be issued upon
                  exercise of an Option shall be such price as is determined by
                  the Administrator, but shall be subject to the following:

                  i.       In the case of an Incentive Stock Option

                           (A)      granted to an Employee who, at the time of
                                    grant of such Option, owns stock
                                    representing more than ten percent (10%) of
                                    the voting power of all classes of stock of
                                    the Company or any Parent or Subsidiary, the
                                    exercise price shall be no less than 110% of
                                    the Fair Market Value per Share on the date
                                    of grant.

                           (B)      granted to any other Employee, the per Share
                                    exercise price shall be no less than 100% of
                                    the Fair Market Value per Share on the date
                                    of grant.

                  ii.      In the case of a Non-statutory Stock Option

                           (A)      granted to a Service Provider who, at the

                                    time of grant of such Option, owns stock
                                    representing more than ten percent (10%) of
                                    the voting power of all classes of stock of
                                    the Company or any Parent or Subsidiary, the
                                    exercise price shall be no less than 110% of
                                    the Fair Market Value per Share on the date
                                    of the grant.

                           (B)      granted to any other Service Provider, the
                                    per Share exercise price shall be no less
                                    than 100% of the Fair Market Value per Share
                                    on the date of grant.

         b.       The consideration to be paid for the Shares to be issued upon
                  exercise of an Option, including the method of payment, shall
                  be determined by the Administrator (and, in the case of an
                  Incentive Stock Option, shall be determined at the time of
                  grant). Such consideration may consist of (1) cash, (2) check,
                  (3) promissory note, (4) other Shares which (x) in the case of
                  Shares acquired upon exercise of an Option, have been owned by
                  the Optionee for more than six months on the date of
                  surrender, and (y) have a Fair Market Value on the date of
                  surrender equal to the aggregate exercise price of the Shares
                  as to which such Option shall be exercised, (5) consideration
                  received by the Company under a cash-less exercise program
                  implemented by the Company in connection with the Plan, or (6)
                  any combination of the foregoing methods of payment. In making
                  its determination as to the type of consideration to accept,
                  the Administrator shall consider if acceptance of such
                  consideration may be reasonably expected to benefit the
                  Company.

9.       Exercise of Option.

         a.       Procedure for Exercise; Rights as a Stockholder. Any Option
                  granted hereunder shall be exercisable according to the terms
                  hereof at such times and under such conditions as determined
                  by the Administrator and set forth in the Option Agreement,
                  but in no case at a rate of less than 20% per year over five
                  (5) years from the date the Option is granted. Unless the
                  Administrator provides otherwise, vesting of Options granted
                  hereunder shall be tolled during any unpaid leave of absence.
                  An Option may not be exercised for a fraction of a Share. An
                  Option shall be deemed exercised when the Company receives:

                  (i)      written or electronic notice of exercise (in
                           accordance with the Option Agreement) from the person
                           entitled to exercise the Option, and



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                  (ii)     full payment for the Shares with respect to which the
                           Option is exercised. Full payment may consist of any
                           consideration and method of payment authorized by the
                           Administrator and permitted by the Option Agreement
                           and the Plan. Shares issued upon exercise of an
                           Option shall be issued in the name of the Optionee
                           or, if requested by the Optionee, in the name of the
                           Optionee and his or her spouse. Until the Shares are
                           issued (as evidenced by the appropriate entry on the
                           books of the Company or of a duly authorized transfer
                           agent of the Company), no right to vote or receive
                           dividends or any other rights as a stockholder shall
                           exist with respect to the Shares, notwithstanding the
                           exercise of the Option. The Company shall issue (or
                           cause to be issued) such Shares promptly after the
                           Option is exercised. No adjustment will be made for a
                           dividend or other right for which the record date is
                           prior to the date the Shares are issued, except as
                           provided in Section 12 of the Plan. Exercise of an
                           Option in any manner shall result in a decrease in
                           the number of Shares thereafter available, both for
                           purposes of the Plan and for sale under the Option,
                           by the number of Shares as to which the Option is
                           exercised.

         b.       Termination of Relationship as a Service Provider. If an
                  Optionee ceases to be a Service Provider, such Optionee may
                  exercise his or her Option within such period of time as is
                  specified in the Option Agreement (of at least thirty (30)
                  days and, in the case of an Incentive Stock Option, no longer
                  than 90 days) to the extent that the Option is vested on the
                  date of termination (but in no event later than the expiration
                  of the term of the Option as set forth in the Option
                  Agreement). In the absence of a specified time in the Option
                  Agreement, the Option shall remain exercisable for three (3)
                  months following the Optionee's termination. If, on the date
                  of termination, the Optionee is not vested as to his or her
                  entire Option, the Shares covered by the un-vested portion of
                  the Option shall revert to the Plan. If, after termination,
                  the Optionee does not exercise his or her Option within the
                  time specified by the Administrator, the Option shall
                  terminate, and the Shares covered by such Option shall revert
                  to the Plan.

         c.       Disability of Optionee. If an Optionee ceases to be a Service
                  Provider as a result of the Optionee's disability, the
                  Optionee may exercise his or her Option within such period of
                  time as is specified in the Option Agreement (in the case of
                  an Incentive Stock Option, no longer than one year) to the
                  extent the Option is vested on the date of termination (but in
                  no event later than the expiration of the term of such Option
                  as set forth in the Option Agreement). In the absence of a
                  specified time in the Option Agreement, the Option shall
                  remain exercisable for twelve (12) months following the
                  Optionee's termination. If such disability is not a
                  "disability" as such term is defined in Section 22(e)(3) of
                  the Code, in the case of an Incentive Stock Option such
                  Incentive Stock Option shall automatically cease to be treated
                  as an Incentive Stock Option and shall be treated for tax
                  purposes as a Non- statutory Stock Option on the day three
                  months and one day following such termination. If, on the date
                  of termination, the Optionee is not vested as to his or her
                  entire Option, the Shares covered by the unvested portion of
                  the Option shall revert to the Plan. If, after termination,
                  the Optionee does not exercise his or her Option within the
                  time specified herein, the Option shall terminate, and the
                  Shares covered by such Option shall revert to the Plan.



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         d.       Death of Optionee. If an Optionee dies while a Service
                  Provider, the Option may be exercised within such period of
                  time as is specified in the Option Agreement (but in no event
                  later than the expiration of the term of such Option as set
                  forth in the Notice of Grant), by the Optionee's estate or by
                  a person who acquires the right to exercise the Option by
                  bequest or inheritance, but only to the extent that the Option
                  is vested on the date of death. In the absence of a specified
                  time in the Option Agreement, the Option shall remain
                  exercisable for twelve (12) months following the Optionee's
                  termination. If, at the time of death, the Optionee is not
                  vested as to his or her entire Option, the Shares covered by
                  the unvested portion of the Option shall immediately revert to
                  the Plan. The Option may be exercised by the executor or
                  administrator of the Optionee's estate or, if none, by the
                  person(s) entitled to exercise the Option under the Optionee's
                  will or the laws of descent or distribution. If the Option is
                  not so exercised within the time specified herein, the Option
                  shall terminate, and the Shares covered by such Option shall
                  revert to the Plan.

10.      Non-Transferability of Options and Stock Purchase Rights. Options and
         Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
         transferred, or disposed of in any manner other than by will or by the
         laws of descent or distribution and may be exercised, during the
         lifetime of the Optionee, only by the Optionee.

11.      Stock Purchase Rights.

         a.       Rights to Purchase. Stock Purchase Rights may be issued either
                  alone, in addition to, or in tandem with other awards granted
                  under the Plan and/or cash awards made outside of the Plan.

                  After the Administrator determines that it will offer Stock
                  Purchase Rights under the Plan, it shall advise the offeree in
                  writing or electronically of the terms, conditions and
                  restrictions related to the offer, including the number of
                  Shares that such person shall be entitled to purchase, the
                  price to be paid, and the time within which such person must
                  accept such offer. The terms of the offer shall comply in all
                  respects with Section 260.140.42 of Title 10 of the California
                  Code of Regulations. The offer shall be accepted by execution
                  of a Restricted Stock purchase agreement in the form
                  determined by the Administrator.

         b.       Repurchase Option. Unless the Administrator determines
                  otherwise, the Restricted Stock purchase agreement shall grant
                  the Company a repurchase option exercisable upon the voluntary
                  or involuntary termination of the purchaser's service with the
                  Company for any reason (including death or disability). The
                  purchase price for Shares repurchased pursuant to the
                  Restricted Stock purchase agreement shall be the original
                  price paid by the purchaser and may be paid by cancellation of
                  any indebtedness of the purchaser to the Company. The
                  repurchase option shall lapse at such rate as the
                  Administrator may determine, but in no case at a rate of less
                  than 20% per year over five years from the date of purchase.

         c.       Other Provisions. The Restricted Stock purchase agreement
                  shall contain such other terms, provisions and conditions not
                  inconsistent with the Plan as may be determined by the
                  Administrator in its sole discretion.

         d.       Rights as a Stockholder. Once the Stock Purchase Right is
                  exercised, the purchaser shall have rights equivalent to those
                  of a stockholder and shall be a stockholder when his or her
                  purchase is entered upon the records of the duly authorized
                  transfer agent of the Company. No adjustment shall be made for
                  a dividend or other right for which the record date is prior
                  to the date the Stock Purchase Right is exercised, except as
                  provided in Section 12 of the Plan.



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12.      Adjustment Upon Changes in Capitalization, Merger or Asset Sale.

         a.       Changes in Capitalization. Subject to any required action by
                  the stockholders of the Company, the number of shares of
                  Common Stock covered by each outstanding Option or Stock
                  Purchase Right, and the number of shares of Common Stock which
                  have been authorized for issuance under the Plan but as to
                  which no Options or Stock Purchase Rights have yet been
                  granted or which have been returned to the Plan upon
                  cancellation or expiration of an Option or Stock Purchase
                  Right, as well as the price per share of Common Stock covered
                  by each such outstanding Option or Stock Purchase Right, shall
                  be proportionately adjusted for any increase or decrease in
                  the number of issued shares of Common Stock resulting from a
                  stock split, reverse stock split, stock dividend, combination
                  or reclassification of the Common Stock, or any other increase
                  or decreases in the number of issued shares of Common Stock
                  effected without receipt of consideration by the Company. The
                  conversion of any convertible securities of the Company shall
                  not be deemed to have been "effected without receipt of
                  consideration." Such adjustment shall be made by the Executive
                  Committee of the Board, whose determination in that respect
                  shall be final, binding and conclusive. Except as expressly
                  provided herein, no issuance by the Company of shares of stock
                  of any class, or securities convertible into shares of stock
                  of any class, shall affect, and no adjustment by reason
                  thereof shall be made with respect to, the number or price of
                  shares of Common Stock subject to an Option or Stock Purchase
                  Right.

         b.       Dissolution or Liquidation. In the event of the proposed
                  dissolution or liquidation of the Company, the Administrator
                  shall notify each Optionee as soon as practicable prior to the
                  effective date of such proposed transaction. The Administrator
                  in its discretion may provide for an Optionee to have the
                  right to exercise his or her Option until fifteen (15) days
                  prior to such transaction as to all of the Optioned Stock
                  covered thereby, including Shares as to which the Option would
                  not otherwise be exercisable. In addition, the Administrator

                  may provide that any Company repurchase option applicable to
                  any Shares purchased upon exercise of an Option or Stock
                  Purchase Right shall lapse as to all such Shares, provided the
                  proposed dissolution or liquidation takes place at the time
                  and in the manner contemplated. To the extent it has not been
                  previously exercised, an Option or Stock Purchase Right will
                  terminate immediately prior to the consummation of such
                  proposed action.

         c.       Merger or Asset Sale. In the event of a merger of the Company
                  with or into another corporation, or the sale of substantially
                  all of the assets of the Company, each outstanding Option and
                  Stock Purchase Right shall be assumed or an equivalent option
                  or right substituted by the successor corporation or a Parent
                  or Subsidiary of the successor corporation. In the event that
                  the successor corporation refuses to assume or substitute for
                  the Option or Stock Purchase Right, the Optionee shall fully
                  vest in and have the right to exercise the Option or Stock
                  Purchase Right as to all of the Optioned Stock, including
                  Shares as to which it would not otherwise be vested or
                  exercisable. If an Option or Stock Purchase Right becomes
                  fully vested and exercisable in lieu of assumption or
                  substitution in the event of a merger or sale of assets, the
                  Administrator shall notify the Optionee in writing or
                  electronically that the Option or Stock Purchase Right shall
                  be fully exercisable for a period of fifteen (15) days from
                  the date of such notice, and the Option or Stock Purchase
                  Right shall terminate upon the expiration of such period. For
                  the purposes of this paragraph, the Option or Stock Purchase
                  Right shall be considered assumed if, following the merger or
                  sale of assets, the option or right confers the right to
                  purchase or receive, for each Share of Optioned Stock subject
                  to the Option or Stock Purchase Right immediately prior to the
                  merger or sale of assets, the consideration (whether stock,
                  cash, or other securities or property) received in the merger
                  or sale of assets by holders of Common Stock for each Share



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                  held on the effective date of the transaction (and if holders
                  were offered a choice of consideration, the type of
                  consideration chosen by the holders of a majority of the
                  outstanding Shares); provided, however, that if such
                  consideration received in the merger or sale of assets is not
                  solely common stock of the successor corporation or its
                  Parent, the Administrator may, with the consent of the
                  successor corporation, provide for the consideration to be
                  received upon the exercise of the Option or Stock Purchase
                  Right, for each Share of Optioned Stock subject to the Option
                  or Stock Purchase Right, to be solely common stock of the
                  successor corporation or its Parent equal in fair market value
                  to the per share consideration received by holders of Common
                  Stock in the merger or sale of assets.

13.      Time of Granting Options and Stock Purchase Rights. The date of grant
         of an Option or Stock Purchase Right shall, for all purposes, be the
         date on which the Administrator makes the determination granting such
         Option or Stock Purchase Right, or such other date as is determined by
         the Administrator. Notice of the determination shall be given to each
         Employee or Consultant to whom an Option or Stock Purchase Right is so
         granted within a reasonable time after the date of such grant.

14.      Amendment and Termination of the Plan.

         a.       Amendment and Termination. The Board may at any time amend,
                  alter, suspend or terminate the Plan.

         b.       Stockholder Approval. The Board shall obtain stockholder
                  approval of any Plan amendment to the extent necessary and
                  desirable to comply with Applicable Laws.

         c.       Effect of Amendment or Termination. No amendment, alteration,
                  suspension or termination of the Plan shall impair the rights
                  of any Optionee, unless mutually agreed otherwise between the
                  Optionee and the Administrator, which agreement must be in
                  writing and signed by the Optionee and the Company.
                  Termination of the Plan shall not affect the Administrator's
                  ability to exercise the powers granted to it hereunder with
                  respect to Options granted under the Plan prior to the date of
                  such termination.

15.      Conditions Upon Issuance of Shares.

         a.       Legal Compliance. Shares shall not be issued pursuant to the
                  exercise of an Option unless the exercise of such Option and
                  the issuance and delivery of such Shares shall comply with
                  Applicable Laws and shall be further subject to the approval
                  of counsel for the Company with respect to such compliance.

         b.       Investment Representations. As a condition to the exercise of
                  an Option, the Administrator may require the person exercising
                  such Option to represent and warrant at the time of any such
                  exercise that the Shares are being purchased only for
                  investment and without any present intention to sell or
                  distribute such Shares if, in the opinion of counsel for the
                  Company, such a representation is required.

16.      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 and 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.

17.      Reservation of Shares. The Company, during the term of this Plan, at
         all times reserve and keep available such number of Shares as shall be
         sufficient to satisfy the requirements of the Plan.

18.      Stockholder Approval. The Plan shall be subject to approval by the
         stockholders of the Company within twelve (12) months after the date
         the Plan is adopted. Such stockholder approval shall be obtained in the
         degree and manner required under Applicable Laws.



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19.      Information to Optionees and Purchasers. The Company shall provide to
         each Optionee and to each individual who acquires Shares pursuant to
         the Plan, not less frequently than annually during the period such
         Optionee or purchaser has one or more Options or Stock Purchase Rights
         outstanding, and, in the case of an individual who acquires Shares
         pursuant to the Plan, during the period such individual owns such
         Shares, copies of annual financial statements. The Company shall not be
         required to provide such statements to key employees whose duties in
         connection with the Company assure their access to equivalent
         information.

20.      Governing Law. This Plan shall be governed by and construed in
         accordance with the laws of the State of Nevada except as to employment
         matters where the Optionee is a resident of the State of California and
         the position with the Company is in the State of California, in which
         event, the employment terms of such employment shall be construed under
         the laws of the State of Califonria(not including the conflict of laws
         principles thereof).

21.      Effective Date. The effective date of this Plan shall be November 25,
         2002.