Exhibit 4.5

                                 ESSXSPORT CORP.

          2004 PROFESSIONAL/EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN

1. Purpose

The purpose of this Plan is to provide  compensation in the form of Common Stock
of the Company to eligible  professionals,  employees or  consultants  that have
previously  rendered  services or that will render  services  during the term of
this  Professional/Employee/Consultant   Stock  Compensation  Plan  (hereinafter
referred  to as the Plan.)  Additionally,  the Plan is  designed  to provide for
incentive stock options for eligible recipients

2. Definitions

As used in the Plan,  the  following  definitions  apply to the terms  indicated
below:

    (a) "Board of  Directors"  shall mean the Board of  Directors  of  Essxsport
Corp., a Nevada corporation.

    (b) "Cause", when used in connection with the termination of a Participant's
employment  with the Company,  shall mean the  termination of the  Participant's
employment by the Company by reason of (i) the conviction of the  Participant by
a court of competent  jurisdiction as to which no further appeal can be taken of
a crime involving moral turpitude; (ii) the proven commission by the Participant
of  an  act  of  Fraud  upon  the   Company;   (iii)  the   willful  and  proven
misappropriation  of any funds or property  of the  Company by the  Participant;
(iv) the willful,  continued  and  unreasonable  failure by the  Participant  to
perform duties assigned to him and agreed to by him; (v) the knowing  engagement
by the Participant in any direct, material conflict of interest with the Company
without  compliance with the Company's conflict of interest policy, if any, then
in effect;  (vi) the knowing engagement by the Participant,  without the written
approval  of the  Board of  Directors  of the  Company,  in any  activity  which
competes  with the  business of the Company or which would  result in a material
injury to the Company;  or (vii) the knowing  engagement  in any activity  which
would  constitute  a  material  violation  of the  provisions  of the  Company's
Policies and Procedures Manual, if any, then in effect.

    (c) "Cash Bonus" shall mean an award of a bonus  payable in cash pursuant to
Section 15 hereof.

   (d) "Change in Control" shall mean:

       (1) a "change in control" of the Company, as that term is contemplated in
the federal securities laws; or

       (2) the occurrence of any of the following events:

           (A) any Person  becomes,  after the effective  date of this Plan, the
"beneficial  owner" (as  defined in Rule 13d-3  promulgated  under the  Exchange
Act), directly or indirectly,  of securities of the Company  representing 20% or
more of the combined voting power of the Company's then outstanding  securities;
provided,  that the  acquisition  of  additional  voting  securities,  after the
effective  date of this Plan, by any Person who is, as of the effective  date of
this Plan, the beneficial owner,  directly or indirectly,  of 20% or more of the
combined voting power of the Company's then  outstanding  securities,  shall not
constitute  a "Change in Control" of the  Company for  purposes of this  Section
2(d).

           (B) a  majority  of  individuals  who are  nominated  by the Board of
Directors for election to the Board of Directors on any date, fail to be elected
to the Board of Directors  as a direct or indirect  result of any proxy fight or
contested election for positions on the Board of Directors, or

           (C) the  Board of  Directors  determines  in its  sole  and  absolute
discretion that there has been a change in control of the Company.

    (e) "Code"  shall mean the Internal  Revenue  Code of 1986,  as amended from
time to time.

    (f) "Common  Stock" shall mean the Company's  Common Stock,  par value $.001
per share.


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<PAGE>


    (g) "Company" shall mean Essxsport Corp. a Nevada  corporation,  and each of
its Subsidiaries, and its successors.

    (h)  "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended from time to time.

    (i) the "Fair Market  Value" of a share of Common Stock on any date shall be
(i) the closing sales price on the immediately preceding business day of a share
of Common Stock as reported on the principal securities exchange on which shares
of  Common  Stock are then  listed  or  admitted  to  trading  or (ii) if not so
reported,  the average of the closing bid and asked prices for a share of Common
Stock on the  immediately  preceding  business  day as  quoted  on the  National
Association  of Securities  Dealers  Automated  Quotation  System  ("Nasdaq") or
(iii)the  Over the Counter  Bulletin  Board  ("OTCBB")  or (iv) if not quoted on
Nasdaq,  the average of the  closing bid and asked  prices for a share of Common
Stock as quoted by the National Quotation Bureau's "Pink Sheets" or the National
Association of Securities  Dealers' OTC Bulletin Board System. If the price of a
share of Common Stock shall not be so reported, the Fair Market Value of a share
of Common Stock shall be determined by the Board in its absolute discretion.

    (j) "Incentive  Award" shall mean an Option, a share of Restricted  Stock, a
share of Phantom  Stock,  a share of  unrestricted  stock or Cash Bonus  granted
pursuant to the terms of the Plan.

    (k)  "Incentive  Stock  Option"  shall mean an Option which is an "incentive
stock  option"  within  the  meaning  of  Section  422 of the Code and  which is
identified  as an  Incentive  Stock  Option  in the  agreement  by  which  it is
evidenced.

    (l)  "Non-Qualified  Stock  Option"  shall  mean an  Option  which is not an
Incentive Stock Option and which is identified as a  Non-Qualified  Stock Option
in the agreement by which it is evidenced.

    (m) "Option" shall mean an option to purchase  shares of Common Stock of the
Company granted pursuant to Section 7 hereof. Each Option shall be identified as
either  an  Incentive  Stock  Option  or a  Non-Qualified  Stock  Option  in the
agreement by which it is evidenced.

    (n) "Participant"  shall mean a Professional,  Employee or Consultant of the
Company  who is  eligible to  participate  in the Plan and to whom an  Incentive
Award is granted  pursuant to the Plan,  and,  upon his death,  his  successors,
heirs, executors and administrators, as the case may be, to the extent permitted
hereby.

    (o) "Person"  shall mean a "person," as such term is used in Sections  13(d)
and 14(d) of the Exchange Act, and the rules and regulations in effect from time
to time thereunder.

    (p) a share of "Phantom  Stock" shall represent the right to receive in cash
the Fair Market Value of a share of Common Stock of the Company,  which right is
granted  pursuant  to  Section  16 (a)  hereof  and  subject  to the  terms  and
conditions contained therein.

    (q)  "Plan"  shall  mean  the  2004  PROFESSIONAL/EMPLOYEE/CONSULTANT  STOCK
COMPENSATION PLAN, and as it may be amended from time to time.

    (r) "Qualified  Domestic  Relations  Order" shall mean a qualified  domestic
relations  order as defined in the Code,  in Title I of the Employee  Retirement
Income  Security Act, or in the rules and  regulations  as may be in effect from
time to time thereunder.

    (s) a share of  "Restricted  Stock" shall mean a share of Common Stock which
is granted pursuant to the terms of Section 6 hereof and which is subject to the
restrictions  set  forth in  Section 6 hereof  for so long as such  restrictions
continue to apply to such share.

    (t) "Securities  Act" shall mean the Securities Act of 1933, as amended from
time to time.

    (u) "Stock  compensation" shall mean a grant of a bonus payable in shares of
Common Stock pursuant to Section 14 hereof.

    (v)  "Subsidiary" or  "Subsidiaries"  shall mean any and all corporations in
which at the pertinent  time the Company  owns,  directly or  indirectly,  stock
vested  with 50% or more of the total  combined  voting  power of all classes of
stock of such corporations within the meaning of Section 424(f) of the Code.


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<PAGE>


    (w) "Vesting  Date" shall mean the date  established by the Board on which a
share of Restricted Stock or Phantom Stock may vest.

3. Administration

(a) This Plan shall be  administered by the Board of Directors who may from time
to time issue orders or adopt resolutions,  not inconsistent with the provisions
of this Plan, to interpret the  provisions and supervise the  administration  of
this  Plan.  The  Company's  Secretary,  Bonnie  Caldwell,  shall  act  as  Plan
Administrator,  and will make initial  determinations  as to which  consultants,
employees,  professionals  or advisors  will be  considered  eligible to receive
shares under this Plan,  and will provide a list to the Board of Directors.  All
final  determinations  shall be by the  affirmative  vote of a  majority  of the
members  of the Board of  Directors  at a meeting  called for such  purpose,  or
reduced to writing and signed by a majority of the members of the Board. Subject
to the  Corporation's  Bylaws,  all decisions  made by the Directors in electing
eligible  professionals,  employees and consultants,  establishing the number of
shares,  and construing  the provisions of this Plan shall be final,  conclusive
and   binding  on  all  persons   including   the   Corporation,   shareholders,
professionals, employees and consultants.

(b) The Board of Directors  may from time to time appoint a PEC Plan  Committee,
consisting  of at least one  Director  and one  officer,  none of whom  shall be
eligible to  participate  in the Plan while  members of the Board.  The Board of
Directors may delegate to such Board power to select the particular  Consultants
that are to  receive  shares,  and to  determine  the  number  of  shares  to be
allocated to each such eligible party.

(c) If the SEC Rules and or regulations relating to the issuance of Common Stock
under a Form S-8  should  change  during  the terms of this  Plan,  the Board of
Directors shall have the power to alter this Plan to conform to such changes.

4. Eligibility

(a) Shares shall be granted only to  Professionals,  Employees  and  Consultants
that are within that class for which Form S-8 is applicable.

(b) No  individual  or entity  shall be granted  more than  6,500,000  shares of
unrestricted Common Stock under this Plan.

5. Shares Subject to the Plan

The  total  number  of shares  of  Common  Stock to be  subject  to this Plan is
40,000,000. The shares subject to the Plan will be registered with the SEC on or
about March 4, 2004 in a Form S-8 Registration.

6.  Stock Subject to the Plan

Under the Plan, the Board may grant to Participants (i) Options,  (ii) shares of
Restricted  Stock,  (iii)  shares of  Phantom  Stock,  (iv)  Unrestricted  Stock
Compensation and (v) Cash Bonuses.

The Board may grant Options, shares of Restricted Stock, shares of Phantom Stock
and Unrestricted  stock  compensation under the Plan with respect to a number of
shares of Common Stock that in the  aggregate at any time does not exceed 20% of
that number of shares of Common  Stock which  equals 20% of the total  number of
Shares of Common Stock outstanding immediately after the completion of the first
business  combination   transaction  between  the  Company  and  a  third  party
acquisition candidate.  The grant of a Cash Bonus shall not reduce the number of
shares of Common  Stock with  respect  to which  Options,  shares of  Restricted
Stock, shares of Phantom Stock or Unrestricted stock compensation may be granted
pursuant to the Plan.

If any outstanding Option expires, terminates or is canceled for any reason, the
shares of Common Stock subject to the  unexercised  portion of such Option shall
again be available for grant under the Plan.  If any shares of Restricted  Stock
or Phantom Stock, or any shares of Common Stock granted in a Stock  compensation
are  forfeited or canceled for any reason,  such shares shall again be available
for grant under the Plan.

Shares of Common  Stock  issued  under  the Plan may be either  newly  issued or
treasury shares, at the discretion of the Board.


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<PAGE>


7.  Options

The  Board may grant  Options  pursuant  to the  Plan,  which  Options  shall be
evidenced  by  agreements  in such  form as the  Board  shall  from time to time
approve.  Options  shall comply with and be subject to the  following  terms and
conditions:

   (a)  Identification of Options

All Options granted under the Plan shall be clearly  identified in the agreement
evidencing such Options as either  Incentive  Stock Options or as  Non-Qualified
Stock Options.

   (b)  Exercise Price

The exercise  price of any  Non-Qualified  Stock Option  granted  under the Plan
shall be such  price as the  Board  shall  determine  on the date on which  such
Non-Qualified Stock Option is granted; provided, that such price may not be less
than the  minimum  price  required by law.  Except as  provided in Section  7(d)
hereof,  the exercise price of any Incentive Stock Option granted under the Plan
shall be not less than 100% of the Fair Market  Value of a share of Common Stock
on the date on which such Incentive Stock Option is granted.

   (c)  Term and Exercise of Options

       (1) Each Option shall be exercisable  on such date or dates,  during such
period and for such number of shares of Common Stock as shall be  determined  by
the  Board on the day on which  such  Option  is  granted  and set  forth in the
agreement  evidencing  the Option;  provided,  however,  that no Option shall be
exercisable  after the  expiration  of ten years  from the date such  Option was
granted;  and, provided,  further,  that each Option shall be subject to earlier
termination, expiration or cancellation as provided in the Plan.

       (2) Each Option shall be  exercisable in whole or in part with respect to
whole shares of fully paid and nonassessable  Common Stock. The partial exercise
of an Option shall not cause the expiration,  termination or cancellation of the
remaining portion thereof. Upon the partial exercise of an Option, the agreement
evidencing  such Option  shall be returned to the  Participant  exercising  such
Option  together  with the  delivery of the  certificates  described  in Section
7(c)(5) hereof.

       (3) An Option shall be exercised by  delivering  notice to the  Company's
principal office, to the attention of its Secretary, no fewer than five business
days in advance of the  effective  date of the  proposed  exercise.  Such notice
shall be accompanied by the agreement  evidencing the Option,  shall specify the
number of  shares of Common  Stock  with  respect  to which the  Option is being
exercised and the effective date of the proposed  exercise,  and shall be signed
by the  Participant.  The Participant may withdraw such notice at any time prior
to the close of business on the business day immediately preceding the effective
date of the proposed exercise, in which case such agreement shall be returned to
the Participant.  Payment for shares of Common Stock purchased upon the exercise
of an Option shall be made on the effective date of such exercise  either (i) in
cash, by certified check,  bank cashier's check or wire transfer or (ii) subject
to the approval of the Board, in shares of Common Stock owned by the Participant
and valued at their Fair Market Value on the effective date of such exercise, or
(iii)  partly in shares of Common  Stock with the balance in cash,  by certified
check,  bank cashier's  check or wire transfer.  Any payment in shares of Common
Stock shall be effected by the  delivery of such shares to the  Secretary of the
Company,  duly endorsed in blank or accompanied by stock powers duly executed in
blank,  together with any other  documents and evidences as the Secretary of the
Company shall require from time to time.

       (4) Any Option granted under the Plan may be exercised by a broker-dealer
acting on behalf of a Participant if (i) the broker-dealer has received from the
Participant or the Company a duly endorsed agreement  evidencing such Option and
instructions  signed by the  Participant  requesting  the Company to deliver the
shares of Common Stock subject to such Option to the  broker-dealer on behalf of
the  Participant  and  specifying  the account into which such shares  should be
deposited,  (ii) adequate provision has been made with respect to the payment of
any withholding taxes due upon such exercise and (iii) the broker-dealer and the
Participant have otherwise complied with Section 220.3(e)(4) of Regulation T, 12
CFR Part 220.


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<PAGE>


       (5)  Certificates  for shares of Common Stock purchased upon the exercise
of an Option shall be issued in the name of the Participant and delivered to the
Participant  as soon as  practicable  following the effective  date on which the
Option is exercised; provided, however, that such delivery shall be effected for
all purposes when a stock  transfer  agent of the Company  shall have  deposited
such certificates in the United States mail, addressed to the Participant.

       (6) During the lifetime of a Participant each Option granted to him shall
be  exercisable  only by him.  No Option  shall be  assignable  or  transferable
otherwise than by will or by the laws of descent and distribution.

   (d)  Limitations on Grant of Incentive Stock Options

       (1) The  aggregate  Fair  Market  Value of shares of  Common  Stock  with
respect to which  "incentive  stock options" (within the meaning of Section 422,
without regard to Section 422(d) of the Code) are exercisable for the first time
by a  Participant  during any calendar  year under the Plan (and any other stock
option plan of the Company,  or any  subsidiary  of the Company shall not exceed
$100,000.  Such Fair Market  Value shall be  determined  as of the date on which
each such Incentive Stock Option is granted. If such aggregate Fair Market Value
of shares of Common  Stock  underlying  such  Incentive  Stock  Options  exceeds
$100,000,  then Incentive  Stock Options granted  hereunder to such  Participant
shall, to the extent and in the order required by Regulations  promulgated under
the Code (or any other authority having the force of Regulations), automatically
be deemed to be Non-Qualified Stock Options,  but all other terms and provisions
of such Incentive Stock Options shall remain  unchanged.  In the absence of such
Regulations  (and authority),  or if such Regulations (or authority)  require or
permit a designation  of the options  which shall cease to constitute  Incentive
Stock Options,  Incentive  Stock Options shall, to the extent of such excess and
in the  order  in  which  they  were  granted,  automatically  be  deemed  to be
Non-Qualified  Stock  Options,  but  all  other  terms  and  provisions  of such
Incentive Stock Options shall remain unchanged.

        (2) No Incentive Stock Option may be granted to an individual if, at the
time of the proposed grant, such individual owns,  directly or indirectly (based
on the  attribution  rules in Section 424(d) of the Code) stock  possessing more
than ten percent of the total  combined  voting power of all classes of stock of
the Company or any of its  subsidiaries,  unless (i) the exercise  price of such
Incentive  Stock  Option is at least 110% of the Fair Market Value of a share of
Common  Stock at the time such  Incentive  Stock Option is granted and (ii) such
Incentive  Stock Option is not  exercisable  after the  expiration of five years
from the date such Incentive Stock Option is granted.

   (e)  Acceleration of Exercise Date Upon Change in Control

Upon the  occurrence of a Change in Control,  each Option granted under the Plan
and outstanding at such time shall become fully and immediately  exercisable and
shall remain  exercisable  until its  expiration,  termination  or  cancellation
pursuant to the terms of the Plan.

8. Death of Professional, Employee or Consultant

If a  Professional,  Employee  or  Consultant  dies  while he is a  Professional
Employee or Consultant of the  Corporation  or of any  subsidiary,  or within 90
days after such  termination,  the shares,  to the extent that the Professional,
Employee or Consultant  was to be issued shares under the plan, may be issued to
his  personal  representative  or the person or persons to whom his rights under
the  plan  shall  pass by his  will or by the  applicable  laws of  descent  and
distribution.

9. Termination of Professional, Employee or Consultant, Retirement or Disability

If a  Professional,  Employee  or  Consultant  shall cease to be retained by the
Corporation  for any reason  (including  retirement and  disability)  other than
death after he shall have  continuously been so retained for his specified term,
he may,  but only  within the  three-month  period  immediately  following  such
termination,  request his  pro-rata  number of shares for his  services  already
rendered.

10. Leak out  provision:  For the  benefit of the  Company's  shareholders,  all
shares  issued from the PEC PLAN will subject to a leak out provision as defined
herein,  and  in  the  employment  agreement  or  consultant  contract  of  each
Professional,  Employee  or  Consultant.  The  Plan  Administrator,  at its sole
discretion,  can increase the maximum  number of shares to be released  into the
marketplace by each recipient,  but cannot go below the threshold  amount of the
lower of 2,500 shares per recipient per month, or 25% of the  recipient's  total
holdings.  The discretional increase can be made by the Plan Administrator to up
to no more than 20,000 shares per  recipient per month.  As shares under the PEC
PLAN shall be earned out, and placed in Escrow to be released to  recipients  in
accordance  with their  contracts  or  agreements  with the  company  and at the
direction of the Plan Administrator.


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<PAGE>


11. Escrow Agent.  The escrow agent for the PEC PLAN shares is the Law Office of
William B. Barnett located at 15233 Ventura  Boulevard Suite 410,  Sherman Oaks,
California 91403.

12. Termination of the Plan

This  Plan  shall  terminate  five  years  after  its  adoption  by the Board of
Directors.  At such time, any shares which remain unsold,  shall be removed from
registration by means of a post-effective amendment to the Form S-8.

13. Effective Date of the Plan

This Plan shall become effective upon its adoption by the Board of Directors.

14. Stock Compensation

The Board may, in its absolute  discretion,  grant stock  compensation,  without
restrictions on resale, in such amounts as it shall determine from time to time.
Unrestricted  stock shall be paid at such time and subject to such conditions as
the Board shall  determine at the time of the grant of such stock  compensation.
Certificates for shares of Common Stock granted as a stock compensation shall be
issued in the name of the  Participant to whom such grant was made and delivered
to such  Participant as soon as  practicable  after the date on which such Stock
compensation is required to be paid.

15.  Cash Bonuses

The Board may, in its absolute discretion, grant in connection with any grant of
Restricted Stock or stock compensation or at any time thereafter,  a cash bonus,
payable  promptly  after  the date on  which  the  Participant  is  required  to
recognize  income  for  federal  income tax  purposes  in  connection  with such
Restricted  Stock or Stock Bonus,  in such amounts as the Board shall  determine
from time to time;  provided,  however,  that in no event  shall the amount of a
Cash Bonus  exceed the Fair  Market  Value of the related  shares of  Restricted
Stock or Stock  compensation on such date. A Cash Bonus shall be subject to such
conditions  as the Board shall  determine  at the time of the grant of such Cash
Bonus.

16.  Adjustment Upon Changes in Common Stock

   (a)  Outstanding Restricted Stock and Phantom Stock

Unless  the  Board  in  its  absolute  discretion  otherwise  determines,  if  a
Participant  receives any securities or other property (including dividends paid
in cash)  with  respect  to a share of  Restricted  Stock,  the Issue  Date with
respect to which occurs prior to such event,  but which has not vested as of the
date of such event, as a result of any dividend,  stock split  recapitalization,
merger,  consolidation,  combination,  exchange  of  shares or  otherwise,  such
securities or other property will not vest until such share of Restricted  Stock
vests, and shall be held by the Company pursuant to Paragraph 16 (d)(2) hereof.

The  Board  may,  in its  absolute  discretion,  adjust  any  grant of shares of
Restricted  Stock,  the Issue Date with  respect to which has not occurred as of
the date of the  occurrence  of any of the  following  events,  or any  grant of
shares of Phantom Stock, to reflect any dividend, stock split, recapitalization,
merger,  consolidation,  combination,  exchange  of shares or similar  corporate
change as the Board may deem  appropriate to prevent the enlargement or dilution
of rights of Participants under the grant.

     (b) Outstanding Options,  Increase  or  Decrease  in  Issued Shares Without
Consideration

    Subject to any required action by the  shareholders  of the Company,  in the
event of any increase or decrease in the number of issued shares of Common Stock
resulting from a subdivision or  consolidation  of shares of Common Stock or the
payment of a stock  dividend  (but only on the shares of Common  Stock),  or any
other increase or decrease in the number of such shares effected without receipt
of  consideration  by the  Company,  the Board shall  proportionally  adjust the
number of shares and the  exercise  price per share of Common  Stock  subject to
each outstanding Option.


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<PAGE>


   (c)  Outstanding Options, Certain Mergers

Subject  to any  required  action by the  shareholders  of the  Company,  if the
Company  shall be the  surviving  corporation  in any  merger  or  consolidation
(except a merger or consolidation as a result  of which the holders of shares of
Common Stock receive securities of another corporation), each Option outstanding
on the date of such merger or  consolidation  shall entitle the  Participant  to
acquire upon exercise the  securities  which a holder of the number of shares of
Common  Stock  subject to such  Option  would have  received  in such  merger or
consolidation.

   (d)  Outstanding Options, Certain Other Transactions

In the event of a dissolution or  liquidation  of the Company,  a sale of all or
substantially all of the Company's  assets, a merger or consolidation  involving
the Company in which the Company is not the surviving corporation or a merger or
consolidation  involving  the  Company  in which the  Company  is the  surviving
corporation  but the holders of shares of Common  Stock  receive  securities  of
another  corporation and/or other property,  including cash, the Board shall, in
its absolute discretion, have the power to:

   (1) cancel, effective immediately prior to the occurrence of such event, each
Option  outstanding  immediately  prior  to  such  event  (whether  or not  then
exercisable),  and,  in  full  consideration  of such  cancellation,  pay to the
Participant to whom such Option was granted an amount in cash, for each share of
Common  Stock  subject to such Option  equal to the excess of (A) the value,  as
determined by the Board in its absolute  discretion,  of the property (including
cash)  received  by the  holder of a share of  Common  Stock as a result of such
event over (B) the exercise price of such Option; or

   (2) provide for the exchange of each Option outstanding  immediately prior to
such event (whether or not then exercisable) for an option on some or all of the
property  for which such Option is  exchanged  and,  incident  thereto,  make an
equitable  adjustment as  determined by the Board in its absolute  discretion in
the exercise price of the option,  or the number of shares or amount of property
subject to the  option or, if  appropriate,  provide  for a cash  payment to the
Participant  to whom such  Option was granted in partial  consideration  for the
exchange of the Option.

   (e) Outstanding Options, Other Changes

    In the event of any change in the capitalization of the Company or corporate
change other than those  specifically  referred to in Sections 16(b), (c) or (d)
hereof, the Board may, in its absolute discretion,  make such adjustments in the
number and class of shares  subject to Options  outstanding on the date on which
such change  occurs and in the per share  exercise  price of each such Option as
the Board may consider appropriate to prevent dilution or enlargement of rights.

   (f)  No Other Rights

    Except as  expressly  provided in the Plan,  no  Participant  shall have any
rights by reason of any subdivision or  consolidation  of shares of stock of any
class,  the payment of any  dividend,  any increase or decrease in the number of
shares  of  stock  of any  class  or any  dissolution,  liquidation,  merger  or
consolidation  of the  Company  or any other  corporation.  Except as  expressly
provided  in the Plan,  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 of shares of Common Stock  subject to an Incentive  Award or the exercise
price of any Option.

17.  Rights as a Shareholder

    No person shall have any rights as a shareholder  with respect to any shares
of Common Stock covered by or relating to any Incentive  Award granted  pursuant
to this Plan until the date of the issuance of a stock  certificate with respect
to such shares.  Except as otherwise expressly provided in Section 16 hereof, no
adjustment  to any  Incentive  Award shall be made for dividends or other rights
for which the record date  occurs  prior to the date such stock  certificate  is
issued.


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<PAGE>


18. No Special Employment Rights; No Right to Incentive Award

    Nothing  contained in the Plan or any Incentive  Award shall confer upon any
Participant any right with respect to the  continuation of his employment by the
Company or interfere  in any way with the right of the  Company,  subject to the
terms of any  separate  employment  agreement  to the  contrary,  at any time to
terminate  such  employment or to increase or decrease the  compensation  of the
Participant  from the rate in existence at the time of the grant of an Incentive
Award.

    No  person  shall  have any claim or right to  receive  an  Incentive  Award
hereunder.  The Board's  granting of an Incentive  Award to a Participant at any
time  shall  neither  require  the  Board to grant  an  Incentive  Award to such
Participant,  or any other Participant, or other person at any time nor preclude
the  Board  from  making  subsequent  grants  to such  Participant  or any other
Participant or other person.

19.  Securities Matters

    (a) The  Company  shall be under no  obligation  to effect the  registration
pursuant  to the  Securities  Act of any  shares  of  Common  Stock to be issued
hereunder or to effect similar compliance under any state laws. Not withstanding
anything herein to the contrary,  the Company shall not be obligated to cause to
be  issued or  delivered  any  certificates  evidencing  shares of Common  Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the  issuance  and  delivery  of such  certificates  is in  compliance  with all
applicable laws,  regulations of governmental  authority and the requirements of
any  securities  exchange on which shares of Common Stock are traded.  The Board
may  require,  as a condition  of the  issuance  and  delivery  of  certificates
evidencing  shares of  Common  Stock  pursuant  to the  terms  hereof,  that the
recipient of such shares make such  covenants,  agreements and  representations,
and  that  such  certificates  bear  such  legends,  as the  Board,  in its sole
discretion, deems necessary or desirable.

    (b) The exercise of any Option granted  hereunder shall only be effective at
such time as counsel to the Company shall have  determined that the issuance and
delivery of shares of Common Stock  pursuant to such  exercise is in  compliance
with all  applicable  laws,  regulations  of  governmental  authorities  and the
requirements  of any  securities  exchange on which  shares of Common  Stock are
traded. The Company may, in its sole discretion,  defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common  Stock  pursuant  thereto to be made  pursuant to  registration  or an
exemption  from  registration  or other methods for compliance  available  under
federal or state  securities  laws. The Company shall inform the  Participant in
writing of its decision to defer the  effectiveness of the exercise of an Option
granted  hereunder.  During the period that the effectiveness of the exercise of
an Option has been deferred,  the Participant  may, by written notice,  withdraw
such exercise and obtain the refund of any amount paid with respect thereto.

20.  Withholding Taxes

    Whenever  shares of Common  Stock are to be issued  upon the  exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of Restricted  Stock or the payment of a Stock  compensation,  the Company shall
have the right to require  the  Participant  to remit to the  Company in cash an
amount   sufficient  to  satisfy  federal,   state  and  local  withholding  tax
requirements, if any, attributable to such exercise, occurrence or payment prior
to the delivery of any certificate or certificates for such shares. In addition,
upon the grant of a Cash  Bonus or the  making of a payment  with  respect  to a
share of Phantom  Stock,  the Company  shall have the right to withhold from any
cash  payment  required  to be made  pursuant  thereto an amount  sufficient  to
satisfy the  federal,  state and local  withholding  tax  requirements,  if any,
attributable to such exercise or grant.

21.  Amendment of the Plan

    The Board of Directors  may at any time suspend or  discontinue  the Plan or
revise or amend it in any respect whatsoever,  provided,  however,  that without
approval  of the  shareholders  no  revision  or  amendment  shall (i) except as
provided  in Section 16 hereof,  increase  the number of shares of Common  Stock
that may be  issued  under the  Plan,  (ii)  materially  increase  the  benefits
accruing to individuals holding Incentive Awards granted pursuant to the Plan or
(iii) materially  modify the requirements as to eligibility for participation in
the Plan.


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<PAGE>


22.  No Obligation to Exercise

    The grant to a Participant of an Option shall impose no obligation upon such
Participant to exercise such Option.

23.  Transfers Upon Death

    Upon the death of a  Participant,  outstanding  Incentive  Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's  estate or by any person or persons who shall have  acquired  such
right  to  exercise  by will or by the  laws of  descent  and  distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise  any  Incentive  Award,  shall be effective to bind the
Company  unless the Board  shall have been  furnished  with (a)  written  notice
thereof and with a copy of the will  and/or such  evidence as the Board may deem
necessary to establish  the validity of the transfer and (b) an agreement by the
transferee to comply with all the terms and  conditions  of the Incentive  Award
that are or would have been applicable to the Participant and to be bound by the
acknowledgments  made by the  Participant  in  connection  with the grant of the
Incentive Award.

24.  Expenses and Receipts

    The expenses of the Plan shall be paid by the Company. Any proceeds received
by the Company in connection  with any Incentive  Award will be used for general
corporate purposes.

25.  Failure to Comply

    In addition to the  remedies of the Company  elsewhere  provided for herein,
failure by a Participant  to comply with any of the terms and  conditions of the
Plan or the  agreement  executed by such  Participant  evidencing  an  Incentive
Award, unless such failure is remedied by such Participant within ten days after
having  been  notified  of such  failure by the Board,  shall be grounds for the
cancellation  and forfeiture of such Incentive Award, in whole or in part as the
Board, in its absolute discretion, may determine.


CERTIFICATION OF ADOPTION
(By the Board of Directors)

   The undersigned,  being the Chief Executive Officer of Essxsport Corp. hereby
certifies  that the foregoing  Plan was adopted by a unanimous vote of the Board
of Directors on March 3, 2004.


/s/ Bruce Caldwell
--------------------------------------------
Bruce Caldwell, Chief Executive Officer



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