EXHIBIT 10.15

                   INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN

SECTION  1.  INTRODUCTION

     1.1     Establishment.  Effective  as  provided  in  Section  17,  Integral
             -------------
Technologies,  Inc.,  a  Nevada  corporation (the "Company"), hereby establishes
this  plan  of  stock-based  compensation  incentives  for  selected  Eligible
Participants of the Company and its affiliated corporations.  This Plan shall be
known as the Integral Technologies, Inc. 2003 Stock Plan (the "Plan").

     1.2     Purpose.  The  purpose of this Plan is to promote the best interest
             -------
of  the  Company,  and  its  stockholders  by  providing  a  means  of  non-cash
remuneration  to  selected  Eligible  Participants.

SECTION  2.  DEFINITIONS

     The  following  definitions  shall  be applicable to the terms used in this
Plan:

     2.1     "Affiliated  Corporation"  means  any  corporation that is either a
parent  corporation with respect to the Company or a subsidiary corporation with
respect  to  the  Company  (within  the  meaning  of  Sections  424(e)  and (f),
respectively,  of  the  Internal  Revenue  Code).

     2.2     "Code"  means  the  Internal  Revenue  Code  of  1986, as it may be
amended  from  time  to  time.

     2.3     "Committee"  means a committee designated by the Board of Directors
to  administer  this  Plan  or,  if  no committee is so designated, the Board of
Directors.  Any Committee member who is also an Eligible Participant may receive
an  Option or Stock Award only if he abstains from voting in favor of a grant to
himself,  and  the  grant  is determined and approved by the remaining Committee
members.  The Board of Directors, in its sole discretion, may at any time remove
any  member of the Committee and appoint another Director to fill any vacancy on
the  Committee.

     2.4     "Common  Stock"  means  the Company's $.001 par value common stock.

     2.5     "Company"  means Integral Technologies, Inc., a Nevada corporation.

     2.6     "Effective  Date"  means  the  effective  date of this Plan, as set
forth  in  Section  17  hereof.

     2.7     "Eligible  Participant"  means  any  employee,  director,  officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  of  Section  4  hereof) to be eligible to receive an Option or Stock
Award  hereunder.

     2.8     "Option"  means  the grant to an Eligible Participant of a right to
acquire  shares  of  Common  Stock.

     2.9     "Plan" means this Integral Technologies, Inc. 2003 Stock Plan dated
April  4,  2003.

     2.10     "Stock Award" means the grant to an Eligible Participant of shares
of  Common  Stock issuable directly under this Plan rather than upon exercise of
an  Option.

     Wherever  appropriate, words used in this Plan in the singular may mean the
plural,  the  plural  may  mean  the  singular,  and  the masculine may mean the
feminine.


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                          PAGE 1 OF 6

<PAGE>
SECTION  3.  ADOPTION  AND  ADMINISTRATION  OF  THIS  PLAN

     Upon  adoption  by  the  Company's  Board  of  Directors,  this Plan became
effective  as  of April 4, 2003.  In the absence of contrary action by the Board
of Directors, and except for action taken by the Committee pursuant to Section 4
in  connection with the determination of Eligible Participants, any action taken
by  the  Committee  or  by  the  Board  of  Directors  with  respect  to  the
implementation,  interpretation  or  administration of this Plan shall be final,
conclusive  and  binding.

SECTION  4.  ELIGIBILITY  AND  AWARDS

     The  Committee  shall determine at any time and from time to time after the
effective  date of this Plan:  (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii)  the  price  per  share  at which each Option may be exercised, in cash or
cancellation  of  fees  for  services  for  which  the  Company  is  liable,  if
applicable,  or  the  value  per  share if a direct issue of stock pursuant to a
Stock  Award;  and  (iv)  the  terms  on which each Option may be granted.  Such
determination,  as  may  from  time  to  time  be amended or altered at the sole
discretion  of  the  Committee.  Notwithstanding  the  provisions  of  Section 3
hereof,  no  such  determination by the Committee shall be final, conclusive and
binding  upon  the  Company unless and until the Board of Directors has approved
the  same; provided, however, that if the Committee is composed of a majority of
the persons then comprising the Board of Directors of the Company, such approval
by  the  Board  of  Directors  shall  not  be  necessary.

SECTION  5.  GRANT  OF  OPTION  OR  STOCK  AWARD

     Subject  to the terms and provisions of this Plan, the terms and conditions
under  which  an Option or Stock Award may be granted to an Eligible Participant
shall  be  set  forth  in  a  written  agreement  (i.e., a Consulting Agreement,
Services  Agreement, Fee Agreement, or Employment Agreement) or, if an Option, a
written  Grant  of  Option  in  the form attached hereto as Exhibit A (which may
                                                            ---------
contain  such  modifications thereto and such other provisions as the Committee,
in  its  sole  discretion,  may  determine).

SECTION  6.  TOTAL  NUMBER  OF  SHARES  OF  COMMON  STOCK

     The  total  number  of  shares of Common Stock reserved for issuance by the
Company either directly as Stock Awards or underlying Options granted under this
Plan  shall  not  be  more than 1,500,000.  The total number of shares of Common
Stock  reserved  for such issuance may be increased only by a resolution adopted
by  the Board of Directors and amendment of this Plan.  Such Common Stock may be
authorized and unissued or reacquired Common Stock of the Company.

SECTION  7.  PURCHASE  OF  SHARES  OF  COMMON  STOCK

     7.1     As soon as practicable after the determination by the Committee and
approval  by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of  the  Eligible  Participants and the number of shares an Eligible Participant
may  be  issued directly as a Stock Award or eligible to purchase pursuant to an
Option,  the  Committee  shall  give  written  notice  thereof  to each Eligible
Participant,  which  notice  may  be  accompanied  by  the  Grant  of Option, if
appropriate,  to  be  executed  by  such  Eligible  Participant.

     7.2     The  negotiated  cost  basis  of  stock issued directly as a Stock
Award  or  the exercise price for each Option to purchase shares of Common Stock
pursuant  to  paragraph  7.1  shall  be as determined by the Committee, it being
understood  that  the  price  so  determined  by the Committee may vary from one
Eligible  Participant to another. In computing the negotiated direct issue price
as  a  Stock  Award  or the Option exercise price per share of Common Stock, the
Committee  shall  take into consideration, among other factors, the restrictions
set  forth  in  Section  11  hereof.


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                          PAGE 2 OF 6

<PAGE>
SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS

     The  Committee  shall  determine  the  terms  and conditions of each Option
granted  to  Eligible  Participants,  which terms shall be set forth in writing.
The  terms  and  conditions  so  set by the Committee may vary from one Eligible
Participant  to another.  In the event that all the Committee approves an Option
permitting  deferred  payments, the Eligible Participant's obligation to pay for
such  Common  Stock  may  be  evidenced  by  a  promissory note executed by such
Eligible  Participant  and  containing such modifications thereto and such other
provisions  as  the  Committee,  in  its  sole  discretion,  may  determine.

SECTION  9.  DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION

     The  Company  shall  deliver  to  each  Eligible Participant such number of
shares  of  Common  Stock  as  such  Eligible Participant is entitled to receive
pursuant  to  a  Stock  Award or elects to purchase upon exercise of the Option.
Such  shares,  which  shall  be  fully  paid and nonassessable upon the issuance
thereof  (unless  a  portion  or  all  of  the purchase price shall be paid on a
deferred basis) shall be represented by a certificate or certificates registered
in  the  name of the Eligible Participant and stamped with an appropriate legend
referring  to  the  restrictions  thereon,  if  any.  Subject  to  the terms and
provisions  of  the  Nevada General Corporation Law and the written agreement to
which  he  is  a  party,  an Eligible Participant shall have all the rights of a
stockholder  with respect to such shares, including the right to vote the shares
and  to  receive  all dividends or other distributions paid or made with respect
thereto  (except  to  the  extent  such  Eligible  Participant  defaults under a
promissory  note,  if  any,  evidencing  the  deferred  purchase  price for such
shares),  provided  that  such  shares  shall  be  subject  to  the restrictions
hereinafter  set  forth.  In the event of a merger or consolidation to which the
Company  is a party, or of any other acquisition of a majority of the issued and
outstanding  shares  of  Common  Stock of the Company involving an exchange or a
substitution  of  stock  of  an  acquiring  corporation  for Common Stock of the
Company,  or  of  any  transfer of all or substantially all of the assets of the
Company in exchange for stock of an acquiring corporation, a determination as to
whether  the  stock of the acquiring corporation so received shall be subject to
the  restrictions  set forth in Section 11 shall be made solely by the acquiring
corporation.

SECTION 10.  RIGHTS  OF  EMPLOYEES;  ELIGIBLE  PARTICIPANTS

     10.1     Employment.  Nothing  contained  in  this Plan or in any Option or
              ----------
Stock  Award  granted under this Plan shall confer upon any Eligible Participant
any  right  with  respect  to  the  continuation of his or her employment by the
Company or any Affiliated Corporation, or interfere in any way with the right of
the  Company or any Affiliated Corporation, 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 Eligible Participant from the
rate in existence at the time of the grant of an Option or Stock Award.  Whether
an  authorized  leave  of absence, or absence in military or government service,
shall  constitute termination of employment shall be determined by the Committee
at  the  time.

     10.2     Non-transferability.  No  right  or  interest  of  any  Eligible
              -------------------
Participant  in  an  Option  or  Stock Award shall be assignable or transferable
during  the  lifetime  of  the  Eligible  Participant,  either  voluntarily  or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy.  However, the Board of Directors may, in its sole discretion, permit
transfers  to family members if and to the extent such transfers are permissible
under  applicable  securities  laws.  In  the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall  be  transferable  by  testamentary  will  or  the  laws  of  descent  and
distribution,  and  delivery  of  any shares of Common Stock due under this Plan
shall  be  made  to,  and  exercise  of any Options may be made by, the Eligible
Participant's  legal  representatives,  heirs or legatees.  If in the opinion of
the  Committee  a person entitled to payments or to exercise rights with respect
to  this  Plan  is  unable  to  care  for  his  or her affairs because of mental
condition,  physical  condition, or age, payment due such person may be made to,
and  such  rights  shall be exercised by, such person's guardian, conservator or
other  legal personal representative upon furnishing the Committee with evidence
satisfactory  to  the  Committee  of  such  status.


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                          PAGE 3 OF 6

<PAGE>
SECTION 11.   GENERAL  RESTRICTIONS

     11.1     Representations.  The Company may require any Eligible Participant
              ---------------
to  whom  an Option or Stock Award is granted, as a condition of exercising such
Option,  or  receiving such Stock Award, to give written assurances in substance
and  form  satisfactory  to  the Company and its counsel to the effect that such
person  is  acquiring  the Common Stock subject to the Option or Stock Award for
his  or  her  own  account  for investment and not with any present intention of
selling  or  otherwise  distributing  the same, and to such other effects as the
Company  deems  necessary  or  appropriate  in  order to comply with federal and
applicable  state  securities  laws.

     11.2     Restrictions  on  Transfer  of Common Stock.  The shares of Common
              -------------------------------------------
Stock  issuable  directly as a Stock Award or upon exercise of an Option may not
be  offered  for  sale,  sold  or  otherwise  transferred  except pursuant to an
effective  registration statement or pursuant to an exemption from registration,
the  availability  of  which  is  to  be  established to the satisfaction of the
Company,  and  any  certificates representing shares of Common Stock will bear a
legend  to that effect.  However, the Company may, in the sole discretion of the
Board of Directors, register with the Securities and Exchange Commission some or
all  of  the  shares  of  Common  Stock  reserved  for issuance under this Plan.
Special  resale  restrictions  may,  however,  continue  to  apply  to officers,
directors,  control  shareholders and affiliates of the Company and such persons
will  be  required  to  obtain an opinion of counsel as regards their ability to
resell  shares  received  pursuant  to  this  Plan.

     11.3     Compliance with Securities Laws.  Each Option or Stock Award shall
              -------------------------------
be  subject  to the requirement that if at any time counsel to the Company shall
determine  that  the  listing,  registration  or  qualification of the shares of
Common  Stock subject to such Option or Stock Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as  a  condition  of,  or in
connection  with,  the issuance or purchase of shares thereunder, such Option or
Stock  Award  may  not  be accepted or exercised in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected  or obtained on conditions acceptable to the Committee.  Nothing herein
shall  be  deemed to require the Company to apply for or to obtain such listing,
registration  or  qualification.

     11.4     Changes  in Accounting Rules.  Notwithstanding any other provision
              ----------------------------
of  this  Plan to the contrary, if, during the term of this Plan, any changes in
the  financial  or  tax  accounting  rules applicable to Options or Stock Awards
shall  occur  that,  in  the sole judgment of the Committee, may have a material
adverse  effect  on the reported earnings, assets or liabilities of the Company,
the  Committee shall have the right and power to modify as necessary, or cancel,
any  then  outstanding  and  unexercised  Options.

SECTION  12.   COMPLIANCE  WITH  TAX  REQUIREMENTS

     Each  Eligible  Participant  shall  be liable for payment of all applicable
federal,  state  and local income taxes incurred as a result of the receipt of a
Stock  Award or an Option, the exercise of an Option, and the sale of any shares
of  Common  Stock  received  pursuant  to  a  Stock Award or upon exercise of an
Option.   The  Company  may be required, pursuant to applicable tax regulations,
to  withhold  taxes  for  an  Eligible  Participant, in which case the Company's
obligations  to  deliver  shares of Common Stock upon the exercise of any Option
granted  under this Plan or pursuant to any Stock Award, shall be subject to the
Eligible  Participant's  satisfaction of all applicable federal, state and local
income  and  other  income  tax  withholding  requirements.

SECTION  13.   PLAN  BINDING  UPON  ASSIGNS  OR  TRANSFEREES

     In  the  event  that, at any time or from time to time, any Option or Stock
Award  is assigned or transferred to any party (other than the Company) pursuant
to  the  provisions of Section 10.2 hereof, such party shall take such Option or
Stock  Award  pursuant  to all provisions and conditions of this Plan, and, as a
condition  precedent  to  the  transfer of such interest, such party shall agree
(for  and  on  behalf of himself or itself, his or its legal representatives and
his  or its transferees and assigns) in writing to be bound by all provisions of
this  Plan.


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                          PAGE 4 OF 6

<PAGE>
SECTION  14.   COSTS  AND  EXPENSES

     All  costs  and  expenses  with  respect  to  the adoption, implementation,
interpretation  and  administration  of this Plan shall be borne by the Company.

SECTION  15.   CHANGES  IN  CAPITAL  STRUCTURE  OF  THE  COMPANY

     Appropriate  adjustments  shall  be  made to the number of shares of Common
Stock issuable pursuant to an incomplete or pending Stock Award that has not yet
been delivered or upon exercise of any Options and the exercise price thereof in
the  event  of: (i) a subdivision or combination of any of the shares of capital
stock  of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or  (iv)  any  other  change  in  the  capital  structure  of  the  Company.

SECTION  16.   PLAN  AMENDMENT,  MODIFICATION  AND  TERMINATION

     The  Board,  upon recommendation of the Committee or at its own initiative,
at  any  time  may  terminate  and  at any time and from time to time and in any
respect,  may  amend  or  modify  this  Plan,  including:

          (a)  Increase  the  total  amount  of Common Stock that may be awarded
     under  this  Plan,  except  as  provided  in  Section  15  of  this  Plan;

          (b) Change the classes of persons from which Eligible Participants may
     be  selected  or  materially  modify the requirements as to eligibility for
     participation  in  this  Plan;

          (c)  Increase  the  benefits  accruing  to  Eligible  Participants; or

          (d)  Extend  the  duration  of  this  Plan.

     Any  Option or other Stock Award granted to a Eligible Participant prior to
the  date  this  Plan  is  amended, modified or terminated will remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to  take  whatever  action  it  deems appropriate under Section 11 or
Section 15.  The termination or any modification or amendment of this Plan shall
not,  without  the consent of a Eligible Participant, affect his rights under an
Option  or  other  Stock  Award  previously  granted  to  him.

SECTION  17.   EFFECTIVE  DATE  OF  THIS  PLAN

     17.1     Effective  Date.  This  Plan is effective as of April 4, 2003, the
              ---------------
date  it  was  adopted  by  the  Board  of  Directors  of  the  Company.

     17.2     Duration  of  this Plan.  This Plan shall terminate at midnight on
              -----------------------
April  3,  2008,  which is the day before the fifth anniversary of the Effective
Date,  and  may  be extended thereafter or terminated prior thereto by action of
the Board of Directors; and no Option or Stock Award shall be granted after such
termination.  Options  and  Stock  Awards  outstanding  at the time of this Plan
termination  may  continue  to  be exercised, or become free of restrictions, in
accordance  with  their  terms.


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                          PAGE 5 OF 6

<PAGE>
SECTION  18.   BURDEN  AND  BENEFIT

     The  terms  and  provisions  of  this Plan shall be binding upon, and shall
inure  to  the  benefit  of,  each  Eligible  Participant,  his  executives  or
administrators,  heirs,  and  personal  and  legal  representatives.

     Dated as of the 4th day of April 2003.

                                 INTEGRAL  TECHNOLOGIES,  INC.


                                 By:/s/  William  S.  Robinson
                                    --------------------------------------
                                    William S. Robinson, Chief Executive Officer


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                          PAGE 6 OF 6

<PAGE>
                                    EXHIBIT A

                                     FORM OF
                         GRANT OF OPTION PURSUANT TO THE
                   INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN


     Integral  Technologies,  Inc., a Nevada corporation (the "Company"), hereby
grants  to  ________________________________  ("Optionee") an Option to purchase
___________  shares  of  common  stock,  $.001  par  value (the "Shares") of the
Company  at  the  purchase price of $______ per share (the "Purchase Price"), in
accordance  with  and  subject  to  the  terms  and  conditions  of the Integral
Technologies,  Inc.2003  Stock Plan (the "Plan").  This option is exercisable in
whole  or  in  part,  and upon payment in cash or cancellation of fees, or other
form  of  payment  acceptable  to  the  Company,  to the principal office of the
Company.  This  Grant  of  Option  supersedes  and  replaces any prior notice of
option  grant,  description  of  vesting  terms  or similar documents previously
delivered to Optionee for options granted on the date stated below.

     Unless  otherwise  set  forth in a separate written agreement, in the event
that  Optionee's  employee  or  consultant status with the Company or any of its
subsidiaries  ceases or terminates for any reason whatsoever, including, but not
limited  to,  death,  disability,  or  voluntary  or  involuntary  cessation  or
termination, this Grant of Option shall terminate with respect to any portion of
this  Grant  of  Option  that  has  not vested prior to the date of cessation or
termination  of  employee  or  consultant  status,  as  determined  in  the sole
discretion  of the Company. In the event of termination for cause, this Grant of
Option  shall  immediately  terminate  in  full with respect to any un-exercised
options,  and  any  vested but un-exercised options shall immediately expire and
may  not  be  exercised.  Unless  otherwise  set  forth  in  a  separate written
agreement,  vested options must be exercised within six months after the date of
termination  (other  than  for  cause),  notwithstanding the Expiration Date set
forth  below.

     Subject  to  the  preceding paragraph, this Grant of Option, or any portion
hereof,  may  be  exercised only to the extent vested per the attached schedule,
and  must  be  exercised  by Optionee no later than ____________________________
(the  "Expiration  Date") by (i) notice in writing, signed by Optionee; and (ii)
payment  of the Purchase Price of a minimum of $1,000 (unless the Purchase Price
for  the  exercise  of  all vested options available to be exercised totals less
than  $1,000)  pursuant  to the terms of this Grant of Option and the Plan.  Any
portion  of  this  Grant  of  Option  that  is  not  exercised  on or before the
Expiration Date shall lapse.  The notice must refer to this Grant of Option, and
it  must  specify  the  number  of  shares  being  purchased,  and  recite  the
consideration  being paid therefor.  Notice shall be deemed given on the date on
which  the  notice  is  received  by  the  Company.

     This Option shall be considered validly exercised once payment therefor has
cleared  the banking system or the Company has issued a credit memo for services
in  the  appropriate  amount,  or receives a duly executed acceptable promissory
note,  if  the  Option  is  granted  with  deferred payment, and the Company has
received written notice of such exercise.  If payment is not received within two
business  days  after  the date the notice is received, the Company may deem the
notice  to  be  invalid.

     If  Optionee fails to exercise this Option in accordance with this Grant of
Option,  then this Grant of Option shall terminate and have no force and effect,
in  which  event  the Company and Optionee shall have no liability to each other
with  respect  to  this  Grant  of  Option.

     This  Option  may  be  executed simultaneously in two or more counterparts,
each  of  which  shall  be  deemed  an original, but all of which together shall
constitute  one  and  the  same  instrument.

     The validity, construction and enforceability of this Grant of Option shall
be  construed  under  and  governed  by the laws of the State of Nevada, without
regard  to  its  rules  concerning  conflicts of laws, and any action brought to
enforce  this Grant of Option or resolve any controversy, breach or disagreement


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                             PAGE A-1

<PAGE>
relative  hereto  shall  be  brought  only  in a court of competent jurisdiction
within  the  state  and  county  of  the  Company's  principal  office.

     The  shares  of  common  stock  issuable  upon  exercise of the Option (the
"Underlying  Shares")  may  not  be  sold,  exchanged,  assigned, transferred or
permitted  to be transferred, whether voluntarily, involuntarily or by operation
of  law,  delivered,  encumbered, discounted, pledged, hypothecated or otherwise
disposed  of  until  (i)  the  Underlying  Shares  have been registered with the
Securities  and  Exchange  Commission  pursuant  to  an  effective  registration
statement  on  Form  S-8,  or  such  other  form  as  may be appropriate, in the
discretion  of  the  Company; or (ii) an Opinion of Counsel, satisfactory to the
Company,  has been received, which opinion sets forth the basis and availability
of  any  exemption  for  resale  or  transfer  from  federal or state securities
registration  requirements.

     This  Grant  of  Option relates to options granted on ______________,_____.

                                            INTEGRAL  TECHNOLOGIES,  INC.

                                            BY THE BOARD OF DIRECTORS
                                            OR A SPECIAL COMMITTEE THEREOF


                                                     NOT  FOR  EXECUTION
                                            By:
                                               ---------------------------------



OPTIONEE:

NOT  FOR  EXECUTION

----------------------------------


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                             PAGE A-2

<PAGE>
GRANT OF OPTION PURSUANT TO THE
INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN

OPTIONEE:                 ___________________
OPTIONS  GRANTED:         ___________________
PURCHASE  PRICE:          $______per Share
DATE  OF  GRANT:          ___________________
EXERCISE  PERIOD:         _______ to ________

VESTING SCHEDULE:   OPTION ON
                     #SHARES   DATE VESTED (ASSUMING CONTINUED EMPLOYMENT, ETC.)
                     -------  ------------

                     -------  ------------

                     -------  ------------

                     -------  ------------

                     -------  ------------

                     -------  ------------


EXERCISED TO DATE:         _________  INCLUDING THIS EXERCISE
BALANCE TO BE EXERCISED:   _________


================================================================================


                               NOTICE OF EXERCISE
                 (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)

TO:  Integral Technologies, Inc. ("Optionor")

     The  undersigned,  the  holder  of  the  Option  described  above,  hereby
irrevocably  elects  to  exercise the purchase rights represented by such Option
for, and to purchase thereunder,                  shares of the Common Stock of
                                ------------------
Integral  Technologies,  Inc.,  and  herewith  makes  payment  of
                                                                  --------------
therefor.  Optionee  requests that the certificates for such shares be issued in
the name of Optionee and be delivered to Optionee at the address of
                                                                   -------------
                , and if such  shares shall not be all of the shares purchasable
----------------
hereunder,  represents  that  a  new  Notice  of  Exercise of like tenor for the
appropriate  balance  of the shares, or a portion thereof, purchasable under the
Grant  of Option pursuant to the Integral Technologies, Inc. 2003 Stock Plan, be
delivered  to  Optionor  when  and  as  appropriate.


                                            OPTIONEE:

                                            NOT  FOR  EXECUTION
Dated:
       ----------------------------------   ------------------------------------


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INTEGRAL TECHNOLOGIES, INC. 2003 STOCK PLAN                             PAGE A-3

<PAGE>