EXHIBIT 10.3

                              EQUITY INCENTIVE PLAN

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                           IN TOUCH MEDIA GROUP, INC.

                              EQUITY INCENTIVE PLAN

THIS DOCUMENT HAS BEEN PREPARED SOLELY FOR THE
USE AND CONVENIENCE OF CLIENT'S LEGAL COUNSEL

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                           IN TOUCH MEDIA GROUP, INC.
                              EQUITY INCENTIVE PLAN

      IN TOUCH MEDIA GROUP,  INC. hereby  establishes this Plan to be called the
In Touch Media Group, Inc. Equity Incentive Plan to attract, retain and motivate
employees of the Company,  to encourage  employees,  directors  and  independent
contractors  to acquire an equity  interest  in the  Company,  to make  monetary
payments to certain  employees  based upon the value of the Company's  Stock and
provide  employees,  directors and independent  contractors with an incentive to
maximize  the  success  of the  Company  and to  further  the  interests  of the
shareholders.

                              SECTION 1 DEFINITIONS

      1.1   Definitions.  Whenever used herein,  the masculine  pronoun shall be
deemed to include the feminine,  the singular to include the plural,  unless the
context clearly  indicates  otherwise,  and the following  capitalized words and
phrases are used herein with the meaning thereafter ascribed:

            (a)   "Administrator"   means  the  Board  or  such   committee   or
individual to whom the Board delegates authority.

            (b)   "Award" means any Stock Option,  Stock  Appreciation  Right or
Stock Award granted under the Plan.

            (c)   "Beneficiary"  means the  person or  persons  designated  by a
Participant to exercise an Award in the event of the  Participant's  death while
employed by the Company, or in the absence of such designation,  the executor or
administrator of the Participant's estate.

            (d)   "Board" means the Board of Directors of the Company.

            (e)   "Cause"  means  conduct by the  Participant  amounting  to (1)
fraud or  dishonesty  against  the  Company,  (2) willful  misconduct,  repeated
refusal to follow the reasonable directions of an individual or group authorized
to  give  such  directions,  or  knowing  violation  of  law in  the  course  of
performance  of the duties of  Participant's  employment  with the Company,  (3)
repeated absences from work without a reasonable  excuse,  (4) intoxication with
alcohol or drugs while on the Company's  premises during regular business hours,
(5) a  conviction  or plea of guilty or nolo  contendere  to a felony or a crime
involving  dishonesty,  or  (6) a  breach  or  violation  of  the  terms  of any
employment or other agreement to which Participant and the Company are parties.

            (f)   "Change in Control"  shall be deemed to have occurred if (i) a
tender offer shall be made and  consummated  of the  ownership of 50% or more of
the  outstanding  voting  securities  of the Company,  (ii) the Company shall be
merged or consolidated  with another  corporation and as a result of such merger
or consolidation less

THIS DOCUMENT HAS BEEN PREPARED SOLELY FOR THE
USE AND CONVENIENCE OF CLIENT'S LEGAL COUNSEL

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than 50% of the  outstanding  voting  securities  of the  surviving or resulting
corporation  shall be owned in the aggregate by the former  shareholders  of the
Company,  other than affiliates  (within the meaning of the Securities  Exchange
Act of 1934) of any party to such  merger or  consolidation,  (iii) the  Company
shall  sell  substantially  all of  its  assets  to  another  corporation  which
corporation  is not wholly  owned by the Company,  or (iv) a person,  within the
meaning of Section  3(a)(9)  or of  Section  13(d)(3)  (as in effect on the date
hereof) of the Securities Exchange Act of 1934, shall acquire 50% or more of the
outstanding  voting  securities of the Company  (whether  directly,  indirectly,
beneficially or of record). For purposes hereof,  ownership of voting securities
shall take into account and shall  include  ownership as  determined by applying
the  provisions  of  Rule  13d-3(d)(1)(i) (as  in  effect  on the  date  hereof)
pursuant to the  Securities  Exchange Act of 1934.

            (g)   "Code" means the Internal Revenue Code of 1986, as amended.

            (h)   "Company" means I Touch Media Group, a Florida corporation.

            (i)   "Disability" has the same meaning as provided in the long-term
disability  plan  maintained  by the  Company.  In the event of a  dispute,  the
determination of Disability shall be made by the  Administrator.  If at any time
during the period that this Plan is in operation,  the Company does not maintain
a long  term  disability  plan,  Disability  shall  mean a  physical  or  mental
condition which, in the judgment of the  Administrator,  permanently  prevents a
Participant from performing his usual duties for the Company,  any Subsidiary or
affiliate,  or such other  position or job which the Company makes  available to
him and for which  the  Participant  is  qualified  by reason of his  education,
training and experience.  In making its determination the Administrator may, but
is not required to, rely on advice of a physician competent in the area to which
such Disability  relates.  The  Administrator  may make the determination in its
sole  discretion  and any decision of the  Administrator  will be binding on all
parties.

            (j)   "Disposition"   means   any   conveyance,    sale,   transfer,
assignment,  pledge or  hypothecation,  whether  outright or as security,  inter
vivos or testamentary, with or without consideration, voluntary or involuntary.

            (k)   "Equity  Ownership  Agreement" means an agreement  between the
Company and a Participant or other documentation evidencing an Award.

            (l)   "Expiration Date" means, the last date upon which an Award can
be exercised.

            (m)   "Fair Market Value" means,  for any  particular  date, (i) for
any period  during  which the Stock  shall be listed  for  trading on a national
securities exchange or the National  Association of Securities Dealers Automated
Quotation  System  ("NASDAQ"),  the  closing  price  per  share of Stock on such
exchange or the NASDAQ closing bid price as of the close of such trading day, or
(ii) the  market  price per share of Stock as  determined  in good  faith by the
Board in the event (i) above shall not be

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applicable.  If the Fair Market Value is to be  determined  as of a day when the
securities  markets are not open, the Fair Market Value on that day shall be the
Fair Market Value on the next succeeding day when the markets are open.

            (n)   "Incentive  Stock Option" means an incentive stock option,  as
defined in Code Section 422, and described in Plan Section 3.2.

            (o)   "Involuntary  Termination"  means a Termination  of Employment
but does not  include a  Termination  of  Employment  for  Cause or a  Voluntary
Resignation.

            (p)   "Non-Qualified  Stock Option" means a stock option, other than
an option  qualifying as an Incentive  Stock  Option,  described in Plan Section
3.2.

            (q)   "Option"  means a  Non-Qualified  Stock Option or an Incentive
Stock Option.

            (r)   "Over  10%  Owner"  means  an  individual  who at the  time an
Incentive  Stock  Option is granted owns Stock  possessing  more than 10% of the
total  combined   voting  power  of  the  Company  or  one  of  its  Parents  or
Subsidiaries,  determined  by applying  the  attribution  rules of Code  Section
424(d).

            (s)   "Parent" means any corporation  (other than the Company) in an
unbroken  chain of  corporations  ending with the  Company  if, with  respect to
Incentive  Stock  Options,  at the time of granting  of the Option,  each of the
corporations  other than the Company  owns stock  possessing  50% or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in the chain.

            (t)   "Participant" means an individual who receives an Award
hereunder.

            (u)   "Plan" means this [Name of Company] Equity Incentive Plan.

            (v)   "Retirement" means a Termination of Employment after attaining
the age of 65.

            (w)   "Stock" means the Company's common stock.

            (x)   "Stock  Appreciation  Right" means a stock  appreciation right
described in Plan Section 3.3.

            (y)   "Stock  Award"  means a stock award  described in Plan Section
3.4.

            (z)   "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if, with respect to
Incentive Stock Options,  at the time of the granting of the Option, each of the
corporations  other than the last  corporation  in the unbroken chain owns stock
possession

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50% or more of the total combined voting power of all classes of stock in one of
the other corporations in the chain.

            (aa)  "Termination  of  Affiliation"  means  the  termination  of  a
business relationship, for any reason, between an advisor or consultant who is a
Participant  and the Company or its  affiliates.  A Termination  of  Affiliation
shall be deemed to have occurred as of the date written notice to that effect is
received by the Participant.

            (ab)  "Termination  of  Employment"  means  the  termination  of the
employee-employer  relationship  between a  Participant  and the Company and its
affiliates regardless of the fact that severance or similar payments are made to
the  Participant,  for any reason,  including,  but not by way of limitation,  a
Voluntary Resignation, Involuntary Termination, death, Disability or Retirement.
The Administrator shall, in its absolute discretion, determine the effect of all
matters and questions relating to Termination of Employment,  including, but not
by way of limitation,  the question of whether a leave of absence  constitutes a
Termination of Employment,  or whether a Termination of Employment is for Cause,
or is a Voluntary  Resignation.  With regard to a member of the Board who is not
an  employee,  Termination  of  Employment  shall  mean the  date on  which  the
individual ceases to be a member of the Board for any reason.

            (ac)  "Vested" means that an Award is nonforfeitable and exercisable
with regard to a designated number of shares of Stock.

            (ad)  "Voluntary Resignation" means a Termination of Employment as a
result of the Participant's resignation.

                             SECTION 2 GENERAL TERMS

      2.1   Purpose of the Plan.  The Plan is intended to (a) provide  incentive
to employees of the Company and its affiliates to stimulate their efforts toward
the continued success of the Company and to operate and manage the business in a
manner  that will  provide for the  long-term  growth and  profitability  of the
Company;  (b) encourage stock ownership by employees,  directors and independent
contractors by providing them with a means to acquire a proprietary  interest in
the Company by  acquiring  shares of Stock or to receive  compensation  which is
based  upon  appreciation  in the  value of  Stock;  and (c)  provide a means of
obtaining  and  rewarding  employees,  directors,  independent  contractors  and
advisors.

      2.2   Stock Subject to the Plan.  Subject to adjustment in accordance with
Section 5.2,  10,000,000  shares of Stock (the "Maximum Plan Shares") are hereby
reserved  and subject to issuance  under the Plan.  At no time shall the Company
have  outstanding  Awards  and  shares of Stock  issued in  respect to Awards in
excess of the Maximum Plan Shares. To the extent permitted by law, the shares of
Stock  attributable  to  the  nonvested,  unpaid,  unexercised,  unconverted  or
otherwise unsettled portion of any Award that is forfeited, canceled, expired or
terminated for any reason without becoming

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vested, paid,  exercised,  converted or otherwise settled in full shall again be
available for purposes of the Plan.

      2.3   Administration  of the Plan. The Plan shall be  administered  by the
Administrator.  The Administrator shall have full authority in its discretion to
determine the employees of the Company or its affiliates to whom Awards shall be
granted and the terms and provisions of Awards,  subject to the Plan. Subject to
the  provisions of the Plan,  the  Administrator  shall have full and conclusive
authority to  interpret  the Plan;  to  prescribe,  amend and rescind  rules and
regulations  relating to the Plan; to determine the terms and  provisions of the
respective  Equity  Ownership  Agreements  and to make all other  determinations
necessary  or  advisable  for  the  proper   administration  of  the  Plan.  The
Administrator's determination under the Plan need not be uniform and may be made
by it selectively among persons who receive, or are eligible to receive,  Awards
under  the Plan  (whether  or not such  persons  are  similarly  situated).  The
Administrator's decisions shall be final and binding on all Participants.

      2.4   Eligibility  and Limits.  Participants in the Plan shall be selected
by the Administrator. In the case of Incentive Stock Options, the aggregate Fair
Market Value (determined as at the date an Incentive Stock Option is granted) of
Stock with respect to which Stock Options  intended to meet the  requirements of
Code Section 422 become  exercisable for the first time by an individual  during
any  calendar  year  under  all  plans  of  the  Company  and  its  Parents  and
Subsidiaries shall not exceed $100,000; provided further, that if the limitation
is exceeded,  the Incentive  Stock  Option(s)  which cause the  limitation to be
exceeded shall be treated as Non-Qualified Stock Option(s).

                            SECTION 3 TERMS OF AWARDS

      3.1   Terms and Conditions of All Awards.

            (a)   The  number of  shares of Stock as to which an Award  shall be
granted shall be determined by the Administrator in its sole discretion, subject
to the  provisions  of  Sections  2.2 and 2.4 as to the  total  number of shares
available for grants under the Plan.

            (b)   Each Award shall be evidenced by an Equity Ownership Agreement
in such form as the Administrator  may determine is appropriate,  subject to the
provisions of the Plan.

            (c)   The date an Award is  granted  shall be the date on which  the
Administrator  has approved  the terms and  conditions  of the Equity  Ownership
Agreement and has determined the recipient of the Award and the number of shares
covered by the Award and has taken all such other  action  necessary to complete
the grant of the Award.

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            (d)   The   Administrator   may  provide  in  any  Equity  Ownership
Agreement a vesting  schedule.  The vesting  schedule  shall  specify  when such
Awards  shall  become  Vested  and  thus  exercisable.   The  Administrator  may
accelerate the vesting schedule set forth in the Equity  Ownership  Agreement if
the Administrator determines that it is in the best interests of the Company and
Participant to do so. In addition,  the  Administrator may provide in the Equity
Ownership Agreement that vesting will be accelerated in the event of a Change of
Control.

            (e)   Awards shall not be transferable or assignable  except by will
or by the laws of descent and distribution and shall be exercisable,  during the
Participant's  lifetime,  only  by  the  Participant,  or in  the  event  of the
Disability of the Participant, by the legal representative of the Participant.

      3.2   Terms and Conditions of Options.  At the time any Option is granted,
the Administrator shall determine whether the Option is to be an Incentive Stock
Option  or a  Non-Qualified  Stock  Option,  and the  Option  shall  be  clearly
identified  as to its status as an  Incentive  Stock  Option or a  Non-Qualified
Stock Option.  At the time any Incentive Stock Option is exercised,  the Company
shall be entitled to place a legend on the certificates  representing the shares
of Stock purchased  pursuant to the Option to clearly identify them as shares of
Stock purchased upon exercise of an Incentive  Stock Option.  An Incentive Stock
Option  may only be  granted  within  ten (10)  years  from the date the Plan is
adopted  or the  date  such  Plan is  approved  by the  Company's  stockholders,
whichever is earlier.  Incentive  Stock Options may only be granted to employees
of the Company.

            (a)   Option Price. Subject to adjustment in accordance with Section
5.2 and the other  provisions  of this  Section  3.2,  the  exercise  price (the
"Exercise  Price") per share of the Stock  purchasable under any Option shall be
in the applicable Equity Ownership  Agreement at the time the Option is granted.
With respect to each grant of an Incentive  Stock Option to a Participant who is
not an Over 10% Owner,  the Exercise  Price per share shall not be less than the
Fair Market Value on the date the Option is granted.  With respect to each grant
for an Incentive  Stock Option to a  Participant  who is an Over 10% Owner,  the
Exercise  Price shall not be less than 110% of the Fair Market Value on the date
the Option is granted.

            (b)   Option Term. The Equity  Ownership  Agreement  shall set forth
the term of each option. Any Incentive Stock Option granted to a Participant who
is not an Over 10% Owner shall not be  exercisable  after the  expiration of ten
(10) years  after the date the Option is granted.  Any  Incentive  Stock  Option
granted to an Over 10% Owner shall not be  exercisable  after the  expiration of
five (5)  years  after the date the  Option is  granted.  In  either  case,  the
Administrator  may  specify a shorter  term and  state  such term in the  Equity
Ownership Agreement.

            (c)   Payment. Payment for all shares of Stock purchased pursuant to
exercise  of an  Option  shall be made in any form or manner  authorized  by the
Administrator  in  the  Equity  Ownership  Agreement  or by  amendment  thereto,
including,

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but not limited to, cash or, if the Equity Ownership Agreement provides,  (i) by
delivery or deemed delivery  (based on an attestation to the ownership  thereof)
to the  Company  of a number  of shares of Stock  which  have been  owned by the
holder  for at least  six (6)  months  prior to the date of  exercise  having an
aggregate  Fair Market Value on the date of exercise equal to the Exercise Price
or (ii) by tendering a combination of cash, Stock and/or note.  Payment shall be
made at the time that the Option or any part thereof is exercised, and no shares
shall be issued or delivered  upon  exercise of an option until full payment has
been made by the Participant.  The holder of an Option, as such, shall have none
of the rights of a stockholder.

            (d)   Conditions to the Exercise of an Option.  Each Option  granted
under the Plan shall be exercisable by whom, at such time or times,  or upon the
occurree  of such event or events,  and in such  amounts,  as the  Administrator
shall  specify  in the  Equity  Ownership  Agreement;  provided,  however,  that
subsequent  to the grant of an Option,  the  Administrator,  at any time  before
complete  termination of such Option,  may accelerate the time or times at which
such Option may be exercised in whole or in part, including, without limitation,
upon a Change in Control and may permit the Participant or any other  designated
person acting for the benefit of the Participant to exercise the Option,  or any
portion thereof,  for all or part of the remaining  Option term  notwithstanding
any provision of the Equity Ownership Agreement to the contrary.

            (e)   Termination  of  Incentive  Stock  Option.  With respect to an
Incentive  Stock  Option,  in  the  event  of  Termination  of  Employment  of a
Participant,  the Option or portion  thereof  held by the  Participant  which is
unexercised shall expire,  terminate, and become unexercisable no later than the
expiration  of three (3) months  after the date of  Termination  of  Employment;
provided,  however, that in the case of a holder whose Termination of Employment
is due to death or Disability,  one (1) year shall be substituted for such three
(3) month period. For purposes of this Subsection (e), Termination of Employment
of the  Participant  shall not be deemed to have occurred if the  Participant is
employed by another  corporation (or a parent or subsidiary  corporation of such
other  corporation)  which  has  assumed  the  Incentive  Stock  Option  of  the
Participant in a transaction to which Code Section 424(a) is applicable.

            (f)   Special   Provisions   for   Certain    Substitute    Options.
Notwithstanding  anything to the contrary in this Section 3.2, any Option issued
in  substitution  for an option  previously  issued  by  another  entity,  which
substitution  occurs in  connection  with a  transaction  to which Code  Section
424(a) is  applicable,  may provide for an exercise price computed in accordance
with such Code Section and the regulations thereunder and may contain such other
terms and conditions as the Administrator may prescribe to cause such substitute
Option to contain as nearly as possible the same terms and conditions (including
the applicable  vesting and  termination  provisions) as those  contained in the
previously issued option being replaced thereby.

      3.3   Terms  and  Conditions  of  Stock   Appreciation   Rights.  A  Stock
Appreciation  Right may be granted in  connection  with all or any  portion of a
previously  or  contemporaneously  granted  Award or not in  connection  with an
Award. A Stock

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Appreciation  Right shall entitle the  Participant  to receive the excess of (1)
the Fair Market  Value of a specified  or  determinable  number of shares of the
Stock at the time of payment or exercise  over (2) a specified  price which,  in
the case of a Stock  Appreciation  Right granted in  connection  with an Option,
shall be not less  than the  Exercise  Price  for that  number  of  shares.  The
Exercise Price shall not be less than the Fair Market Value of the corresponding
Stock on the date of the grant. A Stock Appreciation Right granted in connection
with an Award may only be exercised to the extent that the related Award has not
been exercised,  paid or otherwise settled. The exercise of a Stock Appreciation
Right granted in connection  with an Award shall result in a pro rata  surrender
or cancellation of any related Award to the extent the Stock  Appreciation Right
has been exercised.

            (a)   Exercise.  Upon exercise of a Stock  Appreciation  Right,  the
Company shall pay to the Participant the appreciation in cash or shares of Stock
(valued at the  aggregate  Fair Market Value on the date of payment or exercise)
as  provided  in the  Equity  Ownership  Agreement  or, in the  absence  of such
provision, as the Administrator may determine.

            (b)   Conditions to Exercise.  Each Stock Appreciation Right granted
under the Plan shall be  exercisable  or payable at such time or times,  or upon
the  occurrence  of  such  event  or  events,  and  in  such  amounts,   as  the
Administrator  shall  specify  in  the  Equity  Ownership  Agreement;  provided,
however,  that  subsequent  to the  grant  of a Stock  Appreciation  Right,  the
Administrator,   at  any  time  before   complete   termination  of  such  Stock
Appreciation  Right,  may  accelerate  the time or times  at  which  such  Stock
Appreciation Right may be exercised or paid in whole or in part.

      3.4   Terms and Conditions of Stock Awards.  The number of shares of Stock
subject to a Stock Award and restrictions or conditions on such shares,  if any,
shall be as the  Administrator  determines,  and the certificate for such shares
shall bear evidence of any restrictions or conditions. Subsequent to the date of
the grant of the Stock Award, the Administrator  shall have the power to permit,
in  its  discretion,   an  acceleration  of  the  expiration  of  an  applicable
restriction  period with  respect to any part or all of the shares  awarded to a
Participant.  The  Administrator may require a cash payment from the Participant
in an amount no greater  than the  aggregate  Fair Market Value of the shares of
Stock  awarded  determined  at the date of grant in exchange  for the grant of a
Stock  Award  or may  grant a Stock  Award  without  the  requirement  of a cash
payment.

      3.5   Treatment of Awards Upon  Termination of Employment or  Affiliation.
Except as otherwise  provided by Plan Section 3.2(e), any Award to a Participant
who  incurs  a  Termination  of  Employment  or  Affiliation  may  be  canceled,
accelerated,  paid or continued,  as provided in the Equity Ownership  Agreement
or, in the absence of such provision,  as the Administrator  may determine.  The
portion of any Award  exercisable in the event of  continuation or the amount of
any payment due under a continued Award may be adjusted by the  Administrator to
reflect the  Participant's  period of service from the date of grant through the
date of the Participant's Termination of Employment or Affiliation or such other
factors as the Administrator determines are relevant to its decision to continue
the Award.

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                         SECTION 4 RESTRICTIONS ON STOCK

      4.1   Escrow of Shares. Any certificates  representing the shares of Stock
issued  under the Plan shall be issued in the  Participant's  name,  but, if the
Equity Ownership  Agreement so provides,  the shares of Stock shall be held by a
custodian  designated  by  the  Administrator  (the  "Custodian").  Each  Equity
Ownership  Agreement  providing for transfer of shares of Stock to the Custodian
shall appoint the Custodian as the  attorney-in-fact for the Participant for the
term specified in the Equity Ownership Agreement,  with full power and authority
in the Participant's name, place and stead to transfer, assign and convey to the
Company any shares of Stock held by the Custodian for such  Participant,  if the
Participant  forfeits  the  shares  under  the  terms  of the  Equity  Ownership
Agreement. During the period that the Custodian holds the shares subject to this
Section, the Participant shall be entitled to all rights,  except as provided in
the Equity Ownership  Agreement,  applicable to shares of Stock not so held. Any
dividends  declared  on  shares of Stock  held by the  Custodian  shall,  as the
Administrator may provide in the Equity Ownership Agreement, be paid directly to
the Participant or, in the  alternative,  be retained by the Custodian until the
expiration  of the term  specified in the Equity  Ownership  Agreement and shall
then be delivered,  together with any proceeds,  with the shares of Stock to the
Participant or the Company, as applicable.

      4.2   Forfeiture of Shares. Notwithstanding any vesting schedule set forth
in any Equity Ownership Agreement,  in the event that the Participant violates a
non-competition  agreement as set forth in the Equity Ownership  Agreement,  all
Awards and shares of Stock  issued to the holder  pursuant  to the Plan shall be
forfeited;  provided,  however,  that the Company shall return to the holder the
lesser of any consideration paid by the Participant in exchange for Stock issued
to the  Participant  pursuant to the Plan or the then Fair  Market  Value of the
Stock forfeited hereunder.

      4.3   Restrictions on Transfer.  The Participant  shall not have the right
to make or  permit  to exist  any  Disposition  of the  shares  of Stock  issued
pursuant  to the Plan  except as  provided  in the Plan or the Equity  Ownership
Agreement.  Any  Disposition of the shares of Stock issued under the Plan by the
Participant,  not  made in  accordance  with the  Plan or the  Equity  Ownership
Agreement,  including,  but not limited to, any right of  repurchase or right of
first refusal, shall be void. The Company shall not recognize,  or have the duty
to  recognize,  any  Disposition  not made in  accordance  with the Plan and the
Equity  Ownership  Agreement,  and the  shares  of  Stock so  transferred  shall
continue to be bound by the Plan and the Equity Ownership Agreement.

                          SECTION 5 GENERAL PROVISIONS

      5.1   Withholding.  The Company  shall deduct from all cash  distributions
under the Plan any taxes  required to be  withheld  by  federal,  state or local
government.  Whenever  the Company  proposes or is required to issue or transfer
shares of Stock under

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the Plan or upon the  vesting of any Stock  Award,  the  Company  shall have the
right to require the  recipient to remit to the Company an amount  sufficient to
satisfy any federal,  state and local withholding tax requirements  prior to the
delivery of any  certificate or  certificates  for such shares or the vesting of
such Stock Award. A Participant  may pay the withholding tax in cash, or, if the
Equity Ownership  Agreement  provides,  a Participant may also elect to have the
number of shares of Stock he is to  receive  reduced  by, or with  respect  to a
Stock Award, tender back to the Company,  the smallest number of whole shares of
Stock which,  when multiplied by the Fair Market Value of the shares  determined
as of the Tax Date (defined below), is sufficient to satisfy federal,  state and
local, if any, withholding taxes arising from exercise or payment of an Award (a
"Withholding  Election").  A Participant may make a Withholding Election only if
both of the following conditions are met:

            (a)   The Withholding  Election must be made on or prior to the date
on which the amount of tax  required  to be  withheld  is  determined  (the "Tax
Date") by executing and delivering to the Company a properly completed notice of
Withholding Election as prescribed by the Administrator; and

            (b)   Any Withholding  Election made will be  irrevocable;  however,
the  Administrator  may in its sole discretion  approve or give no effect to the
Withholding Election.

      5.2   Changes in Capitalization; Merger: Liquidation.

            (a)   The  number  of  shares  of Stock  reserved  for the  grant of
Options,  Stock  Appreciation  Rights and Stock Awards;  the number of shares of
Stock reserved for issuance upon the exercise or payment, as applicable, of each
outstanding  Option and Stock  Appreciation  Right and upon vesting or grant, as
applicable,  of each Stock Award; the Exercise Price of each outstanding  Option
and the  specified  number of shares of Stock to which  each  outstanding  Stock
Appreciation Right pertains may be proportionately adjusted by the Administrator
for any increase or decrease in the number of issued  shares of Stock  resulting
from a subdivision  or  combination of shares or the payment of a stock dividend
in  shares  of Stock to  holders  of  outstanding  shares  of Stock or any other
increase  or  decrease  in the  number of shares of Stock  outstanding  effected
without receipt of consideration by the Company.

            (b)   In  the   event   of  a   merger,   consolidation   or   other
reorganization  of the  Company  or  tender  offer  for  shares  of  Stock,  the
Administrator  may make such  adjustments  with  respect to awards and take such
other action as it deems  necessary or appropriate to reflect or in anticipation
of such  merger,  consolidation,  reorganization  or  tender  offer,  including,
without  limitation,   the  substitution  of  new  awards,  the  termination  or
adjustment of outstanding  awards,  the acceleration of awards or the removal of
restrictions on outstanding  awards. Any adjustment pursuant to this Section 5.2
may provide,  in the  Administrator's  discretion,  for the elimination  without
payment  therefore of any fractional  shares that might otherwise become subject
to any Award.

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<PAGE>

            (c)   The existence of the Plan and the Awards  granted  pursuant to
the Plan shall not  affect in any way the right or power of the  Company to make
or authorize any adjustment, reclassification, reorganization or other change in
its capital or business  structure,  any merger or consolidation of the Company,
any issue of debt or equity  securities  having  preferences or priorities as to
the Stock or the rights thereof,  the dissolution or liquidation of the Company,
any sale or transfer of all or any part of its business or assets,  or any other
corporate act or proceeding.

      5.3   Cash  Awards.  The  Administrator  may,  at  any  time  and  in  its
discretion,  grant to any holder of an Award the right to receive, at such times
and in such amounts as determined by the Administrator in its discretion, a cash
amount  which is intended to  reimburse  such person for all or a portion of the
federal,  state and local income taxes imposed upon such person as a consequence
of the receipt of the Award or the exercise of rights thereunder.

      5.4   Compliance  with Code.  All  Incentive  Stock  Options to be granted
hereunder  are intended to comply with Code Section 422, and all  provisions  of
the Plan and all Incentive Stock Options granted hereunder shall be construed in
such manner as to effectuate that intent.

      5.5   Right to Terminate  Employment.  Nothing in the Plan or in any Award
shall  confer  upon any  Participant  the right to  continue  as an  employee or
officer  of the  Company  or any of its  affiliates  or affect  the right of the
Company or any of its  affiliates to terminate the  Participant's  employment at
any time.

      5.6   Restrictions on Delivery and Sale of Shares;  Legends. Each Award is
subject  to  the  condition  that  if at  any  time  the  Administrator,  in its
discretion,  shall determine that the listing,  registration or qualification of
the shares covered by such Award upon any securities exchange or under any state
or federal law is necessary or desirable as a condition of or in connection with
the granting of such Award or the purchase or delivery of shares thereunder, the
delivery of any or all shares  pursuant to such Award may be withheld unless and
until such listing, registration or qualification shall have been effected. If a
registration  statement is not in effect under the Securities Act of 1933 or any
applicable state securities laws with respect to the shares of Stock purchasable
or otherwise  deliverable under Awards then  outstanding,  the Administrator may
require, as a condition of exercise of any Option or as a condition to any other
delivery of Stock pursuant to an Award,  that the Participant or other recipient
of an Award  represent,  in writing,  that the shares  received  pursuant to the
Award are being acquired for investment and not with a view to distribution  and
agree that  shares  will not be  disposed  of except  pursuant  to an  effective
registration  statement,  unless the Company  shall have  received an opinion of
counsel  that  such  disposition  is  exempt  from  such  requirement  under the
Securities Act of 1933 and any applicable state securities laws. The Company may
include on certificates  representing shares delivered pursuant to an Award such
legends referring to the foregoing  representations or restrictions or any other
applicable restrictions on resale as the Company, in its discretion,  shall deem
appropriate.

                                       12

<PAGE>

      5.7   Non-alienation of Benefits. Other than as specifically provided with
regard to the death of a Participant, no benefit under the Plan shall be subject
in any manner to anticipation,  alienation, sale, transfer,  assignment, pledge,
encumbrance  or charge;  and any attempt to do so shall be void. No such benefit
shall,  prior to receipt  by the  Participant,  be in any  manner  liable for or
subject  to the  debts,  contracts,  liabilities,  engagements  or  torts of the
Participant.

      5.8   Termination  and  Amendment  of the Plan.  The Board at any time may
amend or terminate the Plan without  stockholder  approval;  provided,  however,
that the Board may condition any  amendment on the approval of  stockholders  of
the Company if such  approval is  necessary  or  advisable  with respect to tax,
securities or other applicable  laws. No such  termination or amendment  without
the consent of the holder of an Award shall  adversely  affect the rights of the
Participant under such Award.

      5.9   Stockholder   Approval.   The  Plan  shall  be   submitted   to  the
stockholders  of the Company for their approval within twelve (12) months before
or  after  the  adoption  of the  Plan by the  Board.  If such  approval  is not
obtained, any Award granted hereunder shall be void.

      5.10  Choice of Law. The laws of the State of FL shall govern the Plan, to
the extent not preempted by federal law.

      5.11  Effective Date of Plan. The Plan shall be effective as of 29 NOV 05.

                                   * * * * * * * * * *

                                                 IN TOUCH MEDIA GROUP, INC.

                                                 By: /s/ Laura Betterly
                                                     --------------------------
                                                 Title: President

ATTEST:

/s/ Linda Batdorf
------------------------------
Secretary

      [CORPORATE SEAL]

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