2003 NONQUALIFIED STOCK OPTION PLAN
                       -----------------------------------



Article


I.          Purposes of the Plan
II.         Amount of Stock Subject to Plan
III.        Effective Date and Term of the Plan
IV.         Administration
V.          Eligibility
VI.         Options: Price and Payment
VII.        Use of Proceeds
VIII.       Term of Options and Limitations on the Right of Exercise
IX.         Exercise of Options
X.          Nontransferability of Options and Stock Appreciation Rights
XI.         Termination of Directors, Employees and Independent Contractors
XII.        Adjustment of Shares; Effect of Certain Transactions
XIIV.       Right to Terminate Employees and Independent Contractors
XIV.        Purchase for Investment
XV.         Issuance of Certificates; Legends; Payment of Expenses
XVI.        Amendment of the Plan
XVII.       Termination or Suspension of the Plan
XVIII.      Governing Law
XIX.        Partial Invalidity


























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                           MICRON ENVIRO SYSTEMS, INC.
                           ---------------------------
                       2003 NONQUALIFIED STOCK OPTION PLAN
                       -----------------------------------

                             I. PURPOSES OF THE PLAN
                             -----------------------

     1.01 Micron Enviro Systems, Inc., a Nevada corporation ("Company"), desires
     ----
to provide to certain of its  directors,  officers,  employees  and  independent
contractors and the directors,  officers,  employees and independent contractors
of any  subsidiary  corporation  or parent  corporation  of the  Company who are
responsible for the continued  growth of the Company an opportunity to acquire a
proprietary  interest  in  the  Company,  and,  therefore,  to  create  in  such
directors,  employees and independent contractors an increased interest in and a
greater concern for the welfare of the Company.

     The Company, by means of this Micron Enviro Systems, Inc. 2003 Nonqualified
Stock  Option  Plan (the  "Plan"),  seeks to retain the  services of persons now
serving in certain  capacities and to secure the services of persons  capable of
serving in similar capacities.

     1.02 The stock options (the "Options")  offered  pursuant to the Plan are a
     ----
matter  of  separate  inducement  and are not in lieu  of any  salary  or  other
compensation  for  the  services  of  any  director,  employee,  or  independent
contractor.

     1.03 The  Options  are  intended  to be  options  that do not  satisfy  the
     ----
requirements  for  Incentive  Options  within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code").

                     II. AMOUNT OF STOCK SUBJECT TO THE PLAN
                     ---------------------------------------

     2.01 The total number of shares of common stock of the Company which may be
     ----
purchased  pursuant  to  the  exercise  of  Options  shall  not  exceed,  in the
aggregate, ten million (10,000,000) shares of the authorized common stock, $.001
par value per share, of the Company (the "Shares"),

     2.02 The Shares  which may be  acquired  pursuant to the Plan may be either
     ----
authorized  but unissued  Shares,  Shares of issued stock held in the  Company's
treasury,  or both, at the discretion of the Company.  If and to the extent that
Options expire or terminate  without having been  exercised,  new Options may be
granted with respect to Shares  subject to such expired or  terminated  Options;
provided, however, that the grant and the terms of such new Options shall in all
respects comply with the provisions of the Plan.





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<PAGE>






                    III. EFFECTIVE DATE AND TERM OF THE PLAN
                    ----------------------------------------

     3.01 The Plan shall become effective on the date (the "Effective  Date") on
     ----
which the Plan is adopted by the Board of  Directors  of the Company (the "Board
of Directors").

     3.02 The Company may, from time to time during the period  beginning on the
     ----
Effective Date and ending on December 31, 2010 (the "Termination  Date"),  grant
Options to persons eligible to participate in the Plan, pursuant to the terms of
the Plan.  Options granted prior to the  Termination  Date may extend beyond the
Termination Date, in accordance with the terms thereof.

     3.03 A director,  employee or  independent  contractor  to whom Options are
     ----
granted may be referred to in the Plan as a "Participant."

                               IV. ADMINISTRATION
                               ------------------

     4.01 The Board of Directors  shall  administer  the Plan. A majority of the
     ----
members of the Board of Directors  shall  constitute a quorum,  and the act of a
majority of the members of the Board of Directors  shall be the act of the Board
of Directors.

     4.02 Subject to the express  provisions of the Plan, the Board of Directors
     ----
shall have the authority, in its discretion,

     (i)       to determine the directors,  officers,  employees and independent
               contractors  to whom  Options  shall be  granted,  the time  when
               Options  shall be  granted,  the number of Shares  which shall be
               subject to each Option,  the purchase  price or exercise price of
               each Share which shall be subject to each Option,  the  period(s)
               during which Options shall be exercisable (whether in whole or in
               part),  and the other terms and  provisions of the Options (which
               are not required to be identical);

     (ii)      to construe the Plan and the Options;

     (iii)     to prescribe,  amend and rescind rules and  regulations  relating
               to the Plan; and

     (iv)      to make all other  determinations  necessary or  appropriate  for
               administering the Plan.




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<PAGE>






     4.03  Without  limiting  the  generality  of the  foregoing,  the  Board of
     ----
Directors  also shall have the  authority to require,  in its  discretion,  as a
condition of the granting of any Option,  that the Participant  agree (i) not to
sell or  otherwise  dispose of Shares  acquired  pursuant  to such  Option for a
period of twelve (12) months  following the date of  acquisition  of such Shares
and (ii) that in the event of termination of directorship,  employment,  term of
any independent contractor  relationship or agreement, or term of any consulting
relationship  agreement of such  Participant  with the Company,  other than as a
result of dismissal without cause, such Participant will not, for a period to be
determined at the time of the grant of such Option, enter into any employment or
participate  directly  or  indirectly  in any  business or  enterprise  which is
competitive  with the business of the Company or any  subsidiary  corporation or
parent  corporation of the Company,  or enter into any employment or participate
directly or  indirectly  in any business or enterprise in which such person will
be called  upon to utilize  special  knowledge  obtained  through  directorship,
employment,  term of any independent  contractor  relationship or agreement,  or
term of any consulting relationship agreement with the Company or any subsidiary
corporation or parent corporation of the Company. The determination of the Board
of Directors on matters referred to in this Article IV shall be conclusive.

     4.04 The Board of Directors may employ such legal counsel,  consultants and
     ----
agents as it may deem desirable for the  administration of the Plan and may rely
upon  any  opinion  received  from  any  such  counsel  or  consultant  and  any
computation received from any such consultant or agent. Expenses incurred in the
engagement of such counsel, consultant or agent shall be paid by the Company. No
member or former member of the Board of Directors shall be liable for any action
or determination made in good faith with respect to the Plan or any Option.

                                 V. ELIGIBILITY
                                 --------------

     Options  may  be  granted  only  to  directors,   officers,  employees  and
independent  contractors  of the Company,  or of any  subsidiary  corporation or
parent  corporation of the Company now existing or hereafter formed or acquired.
Any  person  who shall have  retired  from  active  employment  by the  Company,
including such person having entered into an  independent  contractor  agreement
with the Company shall also be eligible to receive an Option.

                         VI. OPTIONS: PRICE AND PAYMENT
                         ------------------------------

     6.01 The purchase price for each Share  purchasable  pursuant to any Option
     ----




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shall  be  such  amount  as  the  Board  of  Directors  shall  determine  to  be
appropriate.

     6.02 Upon the exercise of an Option,  the Company shall cause the purchased
     ----
Shares to be issued  only when the  Company  shall  have  received  the full and
complete  purchase  price for such  Shares,  which  includes  the receipt by the
Company of a promissory note from the Participant exercising such Option.

                              VII. USE OF PROCEEDS
                              --------------------

     The cash proceeds of the sale of Shares  subject to Options are to be added
to the general funds of the Company and used for the Company's general corporate
purposes, as the Board of Directors shall determine.

                      VIII. TERM OF OPTIONS AND LIMITATIONS
                      -------------------------------------
                            ON THE RIGHT OF EXERCISE
                            ------------------------

     8.01 Any Option  shall be  exercisable  at such times,  in such amounts and
     ----
during such period or periods as the Board of Directors  shall  determine at the
date of the grant of such Option.

     8.02  Subject to the  provisions  of Article XVI of the Plan,  the Board of
     ----
Directors shall have the right to accelerate,  in whole or in part, from time to
time, conditionally or unconditionally, the right to exercise any Option.

     8.03 To the  extent  that an Option is not  exercised  within the period of
     ----
exerciseability  specified  therein,  such  Option  shall  expire as to the then
unexercised part. In no event shall an Option be exercisable for a fraction of a
Share.

                             IX. EXERCISE OF OPTIONS
                             -----------------------

     Any Option shall be exercised by the Participant  holding such Option as to
all or part of the Shares  contemplated  by such Option by giving written notice
of such  exercise  to the  Secretary  of the Company at the  principal  business
office of the Company,  such written notice must specify the number of Shares to
be  purchased  and a business  day not more than fifteen (15) days from the date
such notice is given,  for the payment of the purchase price against delivery of
the Shares  being  purchased.  Subject to the  provisions  of Article XVI of the
Plan,  the Company  shall cause  certificates  for the Shares so purchased to be
delivered to the Participant at the principal business office of the Company, in
exchange  for  payment  of the full and  complete  purchase  price,  on the date
specified in the notice of exercise.





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                        X. NONTRANSFERABILITY OF OPTIONS
                        --------------------------------
                          AND STOCK APPRECIATION RIGHTS
                          -----------------------------

     No Option shall be transferable,  whether by operation of law or otherwise,
other than by will or the laws of descent and distribution, and any Option shall
be exercisable, during the lifetime of a Participant, only by such Participant.

                     XI. TERMINATION OF DIRECTORS, EMPLOYEES
                     ---------------------------------------
                           AND INDEPENDENT CONTRACTORS
                           ---------------------------

     11.01  Upon  termination  of  the  directorship,  employment,  term  of any
     -----
independent  contractor  relationship  or agreement,  or term of any  consulting
relationship  agreement of any  Participant  with the Company and all subsidiary
corporations  and parent  corporations  of the  Company,  any Option  previously
granted to the Participant, unless otherwise specified by the Board of Directors
in the Option,  shall,  to the extent not theretofore  exercised,  terminate and
become null and void, provided that:

     (a)  if such  Participant  shall die while serving as a director,  while in
          the employ of the Company or any such corporation,  during the term of
          any independent  contractor  relationship or agreement,  or during the
          term of any consulting  relationship  or agreement with the Company or
          any such  corporation and at a time when such Participant was entitled
          to exercise an Option,  the legal  representative of such Participant,
          or such person who acquired such Option by bequest or  inheritance  or
          by reason of the death of such  Participant,  may,  not later than six
          (6) months from the date of death, exercise such Option, to the extent
          not theretofore exercised,  in respect of any or all of such number of
          Shares as specified by the Committee in such Option; and

     (b)  if the directorship,  employment,  term of any independent  contractor
          relationship  or  agreement,  or term of any  consulting  relationship
          agreement   between  the  Company  or  any  such  corporation  or  any
          Participant  to  whom  such  Option  shall  have  been  granted  shall
          terminate by reason of the  Participant's  retirement  (at such age or
          upon such conditions as shall be specified by the Board of Directors),
          disability or dismissal by the Company or any such  corporation  other
          than "for cause" (as defined  below),  and while such  Participant  is
          entitled to exercise  such  Option,  such  Participant  shall have the




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<PAGE>






          right  to  exercise  such  Option,   to  the  extent  not  theretofore
          exercised,  in  respect  of any or all of such  number  of  Shares  as
          specified by the Board of Directors in such Option,  at any time up to
          and including (i) three (3) months after the date of such  termination
          of  directorship,  employment,  term  of  any  independent  contractor
          relationship  or  agreement,  or term of any  consulting  relationship
          agreement  in the case of  termination  by  reason  of  retirement  or
          dismissal  other than "for  cause"  and (ii) six (6) months  after the
          date  of  termination  of  directorship,   employment,   term  of  any
          independent  contractor  relationship  or  agreement,  or  term of any
          consulting relationship agreement in the case of termination by reason
          of disability.

     In no event,  however,  shall any person be entitled to exercise any Option
after  the  expiration  of the  period  of  exerciseability  of such  Option  as
specified therein.

     11.02 If a  Participant  voluntarily  terminates  his or her  directorship,
     -----
employment,  term of any independent  contractor  relationship or agreement,  or
term of any  consulting  relationship  or  agreement  with the  Company  and all
subsidiary corporations and parent corporations of the Company, or is discharged
"for cause",  any Option granted  pursuant to the Plan shall,  unless  otherwise
specified by the Board of Directors in such  Option,  forthwith  terminate  with
respect to any unexercised portion thereof.

     11.03  If an Option  shall be exercised  by the legal  representative  of a
     -----
deceased  Participant,  or by a person  who  acquired  an Option by  bequest  or
inheritance or by reason of the death of any Participant, written notice of such
exercise  shall be accompanied  by a certified  copy of letter  testamentary  or
equivalent  proof of the right of such legal  representative  or other person to
exercise such Option.

     11.04  For the purposes of the Plan,  the term "for  cause"  shall mean (i)
     -----
with  respect to an employee  who is a party to a written  agreement  with,  or,
alternatively,  participates in a compensation or benefit plan of the Company or
a subsidiary  corporation or parent corporation of the Company,  which agreement
or plan  specifies a  definition  of "for cause" or "cause" (or words of similar
meaning) for  purposes of  termination  of  employment  pursuant  thereto by the
Company or such  subsidiary  corporation  or parent  corporation of the Company,
"for  cause" or  "cause" as defined  in the most  recent of such  agreements  or
plans; or (ii) in all other cases,  as determined by the Board of Directors,  in
its sole  discretion,  (a) the willful  commission by an employee or independent
contractor  of a  criminal  or other act that  causes  or  probably  will  cause
substantial economic damage to the Company or a subsidiary corporation or parent
corporation  of the  Company  or  substantial  injury or damage to the  business
reputation of the Company or a subsidiary  corporation or parent  corporation of
the Company;  (b) the commission by an employee or independent  contractor of an




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act of fraud in the performance of such  employee's or independent  contractor's
duties  on  behalf  of  the  Company  or  a  subsidiary  corporation  or  parent
corporation of the Company; (c) the continuing willful failure of an employee or
independent  contractor  to perform the duties of such  employee or  independent
contractor to the Company or a subsidiary  corporation or parent  corporation of
the  Company  (other  than  such  failure   resulting  from  the  employee's  or
independent  contractor's  incapacity  due to physical or mental  illness) after
written notice thereof (specifying the particulars thereof in reasonable detail)
and a reasonable  opportunity to be heard and cure such failure are given to the
employee or independent  contractor by the Board of Directors;  or (d) the order
of a court of competent jurisdiction requiring the termination of the employee's
employment,  or term of any independent contractor relationship or agreement, or
term of any consulting relationship agreement. For purposes of the Plan, no act,
or failure to act, by an employee or independent  contractor shall be considered
"willful"  unless  done or omitted  to be done by the  employee  or  independent
contractor not in good faith and without  reasonable  belief that the employee's
or independent  contractor's  action or omission was in the best interest of the
Company or a subsidiary corporation or parent corporation of the Company.

     11.05  For the purposes of the Plan,  an  employment relationship  shall be
     -----
deemed  to exist  between  a person  and a  corporation  if,  at the time of the
determination, such person was an "employee" of such corporation. If a person is
on maternity,  military, or sick leave or other bona fide leave of absence, such
person  shall be  considered  an  "employee"  for purposes of the exercise of an
Option and shall be entitled to  exercise  such Option  during such leave if the
period of such leave does not exceed  ninety (90) days,  or, if longer,  if such
person's right to reemployment  with his or her employer is guaranteed either by
statute or by contract.  If the period of leave  exceeds  ninety (90) days,  the
employment  relationship  shall be deemed to have terminated on the ninety-first
(91st)  day of such  leave,  unless  such  person's  right  to  reemployment  is
guaranteed by statute or contract.

     11.06  An employee or independent contractor shall not be deemed terminated
     -----
by reason of (i) the transfer of a Participant  from the Company to a subsidiary
corporation  or a parent  corporation  of the Company or (ii) the  transfer of a
Participant from a subsidiary corporation or a parent corporation of the Company
to the Company or by another subsidiary corporation or parent corporation of the
Company.

            XII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS
            ---------------------------------------------------------

     12.01 In the event of any change in the issued and outstanding  Shares as a
     -----
result  of  merger,  consolidation,   reorganization,   recapitalization,  stock
dividend, stock split, split-up, split-off, spin-off, combination or exchange of




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shares,  or other  similar  change  in  capital  structure  of the  Company,  an
adjustment  shall be made to each issued and  outstanding  Option such that each
such Option shall thereafter be exercisable for such  securities,  cash or other
property as would have been  received  in respect of the Shares  subject to such
Option had such Option been exercised in full immediately  prior to such change,
and such an  adjustment  shall be made  successively  each time any such  change
shall  occur.  The term  "Shares"  after  any  such  change  shall  refer to the
securities,  cash or property then  receivable  upon  exercise of an Option.  In
addition, in the event of any such change, the Board of Directors shall make any
additional  adjustment  as may be  appropriate  to the maximum  number of Shares
subject to the Plan, the maximum number of Shares, if any, for which Options may
be granted to any one  employee  or  independent  contractor,  and the number of
Shares  and  price  per  Share  subject  to  outstanding  Options  as  shall  be
appropriate to prevent dilution or enlargement of rights under such Options, and
the  determination  of the  Board  of  Directors  as to these  matters  shall be
conclusive.

     12.02 For purposes of the Plan, a "change in control" of the Company occurs
     -----
if (i) any "person" (defined as such term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act, as amended)  other than the current owner is or becomes the
beneficial  owner,  directly  or  indirectly,   of  securities  of  the  Company
representing  ten  percent  (10%) or more of the  combined  voting  power of the
Company's  outstanding  securities  then  entitled  to vote for the  election of
directors;  or (ii) during any period of two consecutive  years,  persons who at
the  beginning of such period  constitute  the Board of Directors  cease for any
reason  to  constitute  at  least a  majority  thereof;  or (iii)  the  Board of
Directors  shall approve the sale of all or  substantially  all of the assets of
the Company or any merger, consolidation,  issuance of securities or purchase of
assets,  the result of which would be the  occurrence of any event  described in
clause (i) or (ii) above.

     12.03 In the event of a change in control of the Company  (defined  above),
     -----
the  Board  of  Directors,  in its  discretion,  may  determine  that,  upon the
occurrence of a  transaction  described in the  preceding  section,  each Option
issued and outstanding  shall terminate  within a specified number of days after
notice to the holder, and such holder shall receive,  with respect to each Share
subject to such Option, an amount of cash equal to the excess of the fair market
value of such Share  immediately  prior to the  occurrence  of such  transaction
increases the exercise price per Share of such Option. The provisions  specified
in the preceding  sentence shall be inapplicable to an Option granted within six
(6) months before the occurrence of a transaction described above, if the holder
of such Option is a director or officer of the Company or a beneficial  owner of
the Company who is described in Section 16(a) of the Securities  Exchange Act of
1934,  unless such holder dies or becomes  disabled  prior to the  expiration of
such six-month period.  Alternatively,  the Board of Directors may determine, in
its discretion,  that all then issued and outstanding  Options shall immediately




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become exercisable upon a change of control of the Company.

                       XIIV. RIGHT TO TERMINATE EMPLOYEES
                       ----------------------------------
                           AND INDEPENDENT CONTRACTORS
                           ---------------------------

     The  Plan  shall  not  impose  any  obligation  on  the  Company  or on any
subsidiary  corporation  or parent  corporation  of the Company to continue  the
retention of any  Participant.  The Plan shall not impose any  obligation on the
part of any  Participant  to  remain  in the  employ  of the  Company  or of any
subsidiary corporation or parent corporation thereof.

                          XIV. PURCHASE FOR INVESTMENT
                          ----------------------------

     Except as provided  otherwise in the Plan, a  Participant  shall,  upon any
exercise of an Option,  execute and deliver to the Company a written  statement,
in form  satisfactory to the Company,  in which such Participant  represents and
warrants that such  Participant  is purchasing or acquiring the Shares  acquired
pursuant thereto for such Participant's own account, for investment only and not
with an intention  of the resale or  distribution  thereof,  and agrees that any
subsequent offer for sale or sale or distribution of any of such Shares shall be
made only pursuant to either (i) a Registration Statement on an appropriate form
pursuant to the Securities  Act of 1933, as amended  ("Securities  Act"),  which
Registration  Statement  has become  effective and is current with regard to the
Shares being offered or sold, or (ii) a specific exemption from the registration
and prospectus delivery requirements of the Securities Act, but in claiming such
exemption the holder shall,  if so requested by the Company,  prior to any offer
for sale or sale of such Shares,  obtain a prior favorable  written opinion,  in
form and substance  satisfactory to the Company, from counsel for or approved by
the Company,  as to the applicability of such exemption  thereto.  The foregoing
restriction  shall not apply to (i) issuances by the Company if the Shares being
issued are registered  pursuant to the Securities Act and a prospectus  relating
thereto is current or (ii)  reofferings  of Shares by  affiliates of the Company
(as defined in Rule 405 or any successor rule or regulation promulgated pursuant
to the Securities Act) if the Shares being reoffered are registered  pursuant to
the Securities Act and a prospectus relating thereto is current.

                      XV. ISSUANCE OF CERTIFICATES; LEGENDS
                      -------------------------------------

     15.01  Upon any exercise of an Option and payment of the purchase price,  a
     -----
certificate  or  certificates  for the Shares as to which  such  Option has been
exercised  shall be issued by or on  behalf  of the  Company  in the name of the
person  exercising  such Option and shall be  delivered  to or upon the order of
such person.




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     15.02  The Company may endorse such legend or legends upon the certificates
     -----
for Shares issued upon exercise of an Option and may issue such "stop  transfer"
instructions  to its  transfer  agent  in  respect  of such  Shares  as,  in its
discretion, the Company determines to be necessary or appropriate to (i) prevent
a violation of, or to perfect an exemption from, the  registration  requirements
of the  Securities  Act, or (ii)  implement  the  provisions of the Plan and any
agreement between the Company and the optionee with respect to such Shares.

                           XVI. AMENDMENT OF THE PLAN
                           --------------------------

     The Board of Directors  may, from time to time,  amend the Plan. The rights
and obligations  pursuant to any Option granted before  amendment of the Plan or
any  unexercised  portion of such  Option  shall not be  adversely  affected  by
amendment of the Plan without the consent of the holder of such Option.

                   XVII. TERMINATION OR SUSPENSION OF THE PLAN
                   -------------------------------------------

     The Board of Directors may at any time and for any or no reason  suspend or
terminate the Plan. The Plan, unless sooner  terminated  pursuant to Article III
of the Plan or by action of the Board of Directors, shall terminate at the close
of business on the Termination Date. An Option may not be granted while the Plan
is suspended or after the Plan is terminated.  Options granted while the Plan is
in effect shall not be altered or impaired by suspension or  termination  of the
Plan, except upon the consent of the person to whom such Option was granted. The
power of the Board of  Directors  pursuant to Article IV of the Plan to construe
and administer any Options granted prior to the termination or suspension of the
Plan shall continue after such termination or during such suspension.

                              XVIII. GOVERNING LAW
                              --------------------

     The Plan and all Options as may be granted pursuant thereto and all related
matters shall be governed by, and construed and enforced in accordance with, the
laws of the State of Nevada, as from time to time amended.











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                             XIX. PARTIAL INVALIDITY
                             -----------------------

     The  invalidity  or  illegality  of any  provision of the Plan shall not be
deemed to affect the validity of any other  provision of the Plan. As adopted by
the Board of Directors on this 3rd day of April, 2003




                                            MICRON ENVIRO SYSTEMS, INC.,
                                            a Nevada corporation

                                            By:  /s/ Bernard McDougall
                                                -------------------------------
                                                   Bernard McDougall, President




























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