EXHIBIT 4.1
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                                TELCO BLUE, INC.

              2003 Stock Compensation Plan Dated February 15, 2003

Section 1.    Purpose; Definitions.

              1.1 Purpose.  The purpose of the Telco Blue,  Inc. (the "Company")
2003 Stock  Compensation  Plan (the "Plan") is to enable the Company to offer to
its key  employees,  officers,  directors and  consultants  whose past,  present
and/or potential  contributions  to the Company and its Subsidiaries  have been,
are or will be  important  to the  success of the  Company,  an  opportunity  to
acquire a proprietary interest in the Company. The various types of compensation
and long-term  incentive awards which may be provided under the Plan will enable
the  Company  to  respond  to  changes  in  compensation  practices,  tax  laws,
accounting regulations and the size and diversity of its businesses.

              1.2  Definitions.  For purposes of the Plan,  the following  terms
shall be defined as set forth below:

                        (a) "Agreement"  means the agreement between the Company
              and the Holder  setting forth the terms and conditions of an award
              under the Plan.

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

                        (c) "Code" means the Internal  Revenue Code of 1986,  as
              amended  from  time to time,  and any  successor  thereto  and the
              regulations promulgated thereunder.

                        (d) "Committee" means the Compensation  Committee of the
              Board or any other  committee  of the  Board,  which the Board may
              designate  to  administer  the Plan or any  portion  thereof.  The
              Committee shall consist of disinterested  persons appointed by the
              Board who,  during the one year period  prior to  commencement  of
              service  on the  Committee,  shall not have  participated  in, and
              while  serving  and for one year after  serving on the  Committee,
              shall not be eligible  for  selection as persons to whom awards of
              Stock may be  allocated,  or to whom Stock  Options may be granted
              under the Plan or any  other  discretionary  plan of the  Company,
              under which  participants  are entitled to acquire  Stock or Stock
              Options of the Company. If no Committee is so designated, then all
              references in this Plan to "Committee" shall mean the Board.

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                        (e)  "Common  Stock"  means  the  Common  Stock  of  the
              Company, par value $.001 per share.

                        (f)  "Company"  means Telco Blue,  Inc.,  a  corporation
              organized under the laws of the State of Delaware.

                        (g) "Continuous Status as an Employee" means the absence
              of any  interruption  or  termination  of service as an  Employee.
              Continuous   Status  as  an  Employee   shall  not  be  considered
              interrupted  in the case of sick  leave,  military  leave,  or any
              other leave of absence approved by the Board.

                        (h) "Employee" shall mean any person, including officers
              and directors, employed by the Company or any Parent or Subsidiary
              of the Company and for whom a withholding  obligation exists under
              Section  3401  of  the  Code  by  the  employing  corporation,  as
              applicable.  The payment of a director's  fee by the Company shall
              not be sufficient to constitute "employment" by the Company.

                        (i) "Deferred  Stock" means Stock to be received,  under
              an  award  made  pursuant  to  Section  8  below,  at the end of a
              specified deferral period.

                        (j)  "Disability"  means  disability as determined under
              procedures established by the Committee for purposes of the Plan.

                        (k) "Effective Date" means the date set forth in Section
              11.

                        (l) "Fair Market Value",  unless  otherwise  required by
              any  applicable  provision of the Code or any  regulations  issued
              thereunder,  means,  as of any given date: (i) if the Common Stock
              is  listed  on a  national  securities  exchange  or quoted on the
              NASDAQ National  Market or NASDAQ Small Cap Market,  the last sale
              price of the Common Stock in the principal  trading market for the
              Common Stock on the last trading day  preceding  the date of grant
              of an award hereunder,  as reported by the exchange or NASDAQ,  as
              the case may be;  (ii) if the  Common  Stock  is not  listed  on a
              national  securities  exchange  or quoted on the  NASDAQ  National
              Market  or  NASDAQ  Small  Cap  Market,   but  is  traded  in  the
              over-the-counter  market,  the  closing  bid price for the  Common
              Stock on the last  trading day  preceding  the date of grant of an
              award  hereunder  for which such  quotations  are  reported by the
              National  Quotation  Bureau,  Incorporated or similar publisher of
              such quotations;  and (iii) if the fair market value of the Common
              Stock cannot be  determined  pursuant to clause (i) or (ii) above,
              such price as the Committee shall determine, in good faith.

                        (m)  "Holder"  means a person who has  received an award
              under the Plan.

                        (n)  "Incentive  Stock  Option"  means any Stock  Option
              intended  to be and  designated  as an  "incentive  stock  option"
              within the meaning of Section 422 of the Code.

                        (o) "Non-Qualified  Stock Option" means any Stock Option
              that is not an Incentive Stock Option.

                        (p) "Normal  Retirement"  means  retirement  from active
              employment with the Company or any Subsidiary on or after age 65.

                        (q)  "Other  Stock-Based  Award"  means an  award  under
              Section 9 below  that is  valued in whole or in part by  reference
              to, or is otherwise based upon, Stock.

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                        (r)  "Parent"   means  any  present  or  future   parent
              corporation  of the  Company,  as such term is  defined in Section
              424(e) of the Code.

                        (s)  "Plan"  means  the  Telco  Blue,  Inc.  2002  Stock
              Compensation, as hereinafter amended from time to time.

                        (t)  "Restricted  Stock" means Stock,  received under an
              award  made  pursuant  to  Section  7 below,  that is  subject  to
              restrictions under said Section 7.

                        (u) "SAR Value" [Intentionally omitted.]

                        (v) "Stock"  means the Common Stock of the Company,  par
              value $.001 per share.

                        (w) "Stock Appreciation Right" [Intentionally omitted.]

                        (x)  "Stock  Option"  or  "Option"  means any  option to
              purchase shares of Stock which is granted pursuant to the Plan.

                        (y) "Stock Reload Option" means any option granted under
              Section 5.3 as a result of the payment of the exercise  price of a
              Stock Option  and/or the  withholding  tax related  thereto in the
              form of Stock owned by the Holder or the  withholding  of Stock by
              the Company.

                        (z) "Subsidiary"  means any present or future subsidiary
              corporation  of the  Company,  as such term is  defined in Section
              424(f) of the Code.

Section 2.    Administration.

              2.1 Committee  Membership.  The Plan shall be  administered by the
Board or a Committee.  Committee  members shall serve for such term as the Board
may in each case  determine,  and shall be subject to removal at any time by the
Board.

              2.2 Powers of Committee.  The Committee shall have full authority,
subject to Section 4.2 hereof, to award,  pursuant to the terms of the Plan: (i)
Stock Options,  (ii) Restricted  Stock;  (iii) Deferred Stock; (iv) Stock Reload
Options;  and/or (v) Other Stock-Based  Awards. For purposes of illustration and
not of  limitation,  the  Committee  shall have the  authority  (subject  to the
express provisions of this Plan):

                        (a) to select the officers, key employees, directors and
              consultants  of  the  Company  or any  Subsidiary  to  whom  Stock
              Options,  Restricted Stock,  Deferred Stock,  Stock Reload Options
              and/or Other  Stock-Based  Awards may from time to time be awarded
              hereunder.

                        (b)  to  determine   the  terms  and   conditions,   not
              inconsistent  with the  terms of the Plan,  of any  award  granted
              hereunder (including,  but not limited to, number of shares, share
              price, any restrictions or limitations, and any vesting, exchange,
              surrender,  cancellation,  acceleration,  termination, exercise or
              forfeiture provisions, as the Committee shall determine);

                        (c) to determine any specified performance goals or such
              other  factors  or  criteria  which  need to be  attained  for the
              vesting of an award granted hereunder;

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                        (d) to determine  the terms and  conditions  under which
              awards  granted  hereunder are to operate on a tandem basis and/or
              in conjunction  with or apart from other equity awarded under this
              Plan and cash awards made by the Company or any Subsidiary outside
              of this Plan;

                        (e) to permit a Holder to elect to defer a payment under
              the Plan under  such rules and  procedures  as the  Committee  may
              establish, including the crediting of interest on deferred amounts
              denominated  in  cash  and of  dividend  equivalents  on  deferred
              amounts denominated in Stock;

                        (f) to  determine  the  extent and  circumstances  under
              which Stock and other  amounts  payable  with  respect to an award
              hereunder  shall be deferred  which may be either  automatic or at
              the election of the Holder; and

                        (g) to substitute  (i) new Stock Options for  previously
              granted Stock Options, which previously granted Stock Options have
              higher option  exercise prices and/or contain other less favorable
              terms,  and (ii)  new  awards  of any  other  type for  previously
              granted awards of the same type, which  previously  granted awards
              are upon less favorable terms.

              2.3 Interpretation of Plan.

                        (a) Committee  Authority.  Subject to Section 10 hereof,
              the Committee shall have the authority to adopt,  alter and repeal
              such administrative rules,  guidelines and practices governing the
              Plan as it shall, from time to time, deem advisable,  to interpret
              the terms and  provisions  of the Plan and any award  issued under
              the  Plan  (and  to  determine  the  form  and  substance  of  all
              Agreements  relating  thereto),  and to  otherwise  supervise  the
              administration  of the Plan.  Subject to  Section  10 hereof,  all
              decisions made by the Committee  pursuant to the provisions of the
              Plan shall be made in the Committee's sole discretion and shall be
              final and binding upon all  persons,  including  the Company,  its
              Subsidiaries and Holders.

                        (b) Incentive Stock Options. Anything in the Plan to the
              contrary  notwithstanding,  no  term  or  provision  of  the  Plan
              relating to Incentive Stock Options  (including but not limited to
              Stock  Reload  Options  rights  granted  in  conjunction  with  an
              Incentive  Stock Option) or any Agreement  providing for Incentive
              Stock Options shall be interpreted,  amended or altered, nor shall
              any  discretion  or  authority   granted  under  the  Plan  be  so
              exercised,  so as to disqualify  the Plan under Section 422 of the
              Code,  or,  without  the  consent of the  Holder(s)  affected,  to
              disqualify any Incentive Stock Option under such Section 422.

Section 3.    Stock Subject to Plan.

              3.1 Number of Shares.  The total  number of shares of Common Stock
reserved  and  available  for  distribution  under the Plan  shall be  3,900,000
shares.  Shares of Stock  under the Plan may  consist,  in whole or in part,  of
authorized and unissued shares or treasury  shares.  If any shares of Stock that
have been optioned  cease to be subject to a Stock  Option,  or of any shares of
Stock that are subject to any  Restricted  Stock,  Deferred  Stock award,  Stock
Reload Option or Other  Stock-Based Award granted hereunder are forfeited or any
such award  otherwise  terminates  without a payment being made to the Holder in
the form of Stock,  such shares shall again be  available  for  distribution  in
connection  with future grants and awards under the Plan. Only net shares issued
upon a  stock-for-stock  exercise  (including stock used for withholding  taxes)
shall be counted against the number of shares available under the Plan.

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              3.2 Adjustment Upon Changes in  Capitalization,  Etc. In the event
of any merger, reorganization, consolidation,  recapitalization, dividend (other
than a cash  dividend),  stock split,  reverse  stock split,  or other change in
corporate  structure  affecting the Stock, such substitution or adjustment shall
be made in the aggregate  number of shares reserved for issuance under the Plan,
in the number and exercise price of shares subject to  outstanding  Options,  in
the number of shares and in the number of shares  subject to, and in the related
terms of,  other  outstanding  awards  (including  but not  limited to awards of
Restricted  Stock,  Deferred Stock,  Stock Reload Options and Other  Stock-Based
Awards)  granted under the Plan as may be determined  to be  appropriate  by the
Committee in order to prevent  dilution or enlargement of rights,  provided that
any  fractional  shares  resulting from such  adjustment  shall be eliminated by
rounding to the next lower whole number of shares.

Section 4.   Eligibility.

              4.1  General.  Awards  may be made or  granted  to key  employees,
officers,  directors  and  consultants  who are deemed to have rendered or to be
able to render  significant  services to the Company or its Subsidiaries and who
are deemed to have  contributed  or to have the  potential to  contribute to the
success of the Company. No Incentive Stock Option shall be granted to any person
who is not an employee of the Company or a Subsidiary at the time of grant.

              4.2 Directors' Awards. [Intentionally Omitted]

Section 5.    Stock Options.

              5.1 Grant and Exercise.  Stock Options  granted under the Plan may
be of two types:  (i)  Incentive  Stock  Options  and (ii)  Non-Qualified  Stock
Options.  Any Stock Option granted under the Plan shall contain such terms,  not
inconsistent  with this Plan, or with respect to Incentive  Stock  Options,  the
Code, as the Committee may from time to time approve.  The Committee  shall have
the authority to grant Incentive Stock Options,  Non-Qualified Stock Options, or
both types of Stock  Options  and may be granted  alone or in  addition to other
awards  granted under the Plan. To the extent that any Stock Option  intended to
qualify as an Incentive Stock Option does not so qualify,  it shall constitute a
separate  Non-Qualified  Stock  Option.  An  Incentive  Stock Option may only be
granted  within the ten year period  commencing  from the Effective Date and may
only be  exercised  within  ten years of the date of grant (or five years in the
case of an Incentive Stock Option granted to optionee ("10%  Stockholder")  who,
at the time of grant,  owns Stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or a Parent or Subsidiary.

              5.2 Terms and  Conditions.  Stock  Options  granted under the Plan
shall be subject to the following terms and conditions:

                        (a)  Exercise  Price.  The  exercise  price per share of
              Stock  purchasable under a Stock Option shall be determined by the
              Committee  at the time of grant  and may be less  than 100% of the
              Fair  Market  Value  of the  Stock  as  defined  above;  provided,
              however,  that (i) the exercise price of an Incentive Stock Option
              shall not be less than 100% of the Fair Market  Value of the Stock
              (110%,  in the case of 10%  Stockholder);  and  (ii) the  exercise
              price of a  Non-Qualified  Stock Option shall not be less than 85%
              of the Fair Market Value of the Stock as defined above.

                        (b) Option Term.  Subject to the  limitations in Section
              5.1,  the  term  of  each  Stock  Option  shall  be  fixed  by the
              Committee.

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                        (c)  Exercisability.  Stock Options shall be exercisable
              at such time or times and subject to such terms and  conditions as
              shall be determined by the Committee.  If the Committee  provides,
              in its  discretion,  that any Stock Option is exercisable  only in
              installments,  i.e.,  that it vests over time,  the  Committee may
              waive such installment exercise provisions at any time at or after
              the time of grant in whole or in part,  based upon such factors as
              the Committee shall determine.

                        (d) Method of Exercise. Subject to whatever installment,
              exercise  and  waiting  period  provisions  are  applicable  in  a
              particular  case,  Stock  Options may be  exercised in whole or in
              part at any time during the term of the Option,  by giving written
              notice of exercise to the Company  specifying the number of shares
              of Stock to be  purchased.  Such notice  shall be  accompanied  by
              payment in full of the purchase price,  which shall be in cash or,
              unless  otherwise  provided in the  Agreement,  in shares of Stock
              (including Restricted Stock and other contingent awards under this
              Plan) or,  partly in cash and partly in such Stock,  or such other
              means  which the  Committee  determines  are  consistent  with the
              Plan's purpose and applicable  law. Cash payments shall be made by
              wire transfer,  certified or bank check or personal check, in each
              case payable to the order of the Company; provided,  however, that
              the  Company  shall not be required  to deliver  certificates  for
              shares of Stock with respect to which an Option is exercised until
              the Company has confirmed the receipt of good and available  funds
              in payment of the purchase price thereof.  Payments in the form of
              Stock shall be valued at the Fair Market Value of a share of Stock
              on the date prior to the date of exercise.  Such payments shall be
              made by delivery of stock  certificates  in negotiable  form which
              are  effective  to transfer  good and valid  title  thereto to the
              Company,  free of any liens or encumbrances.  Subject to the terms
              of the Agreement,  the Committee may, in its sole  discretion,  at
              the  request  of  the  Holder,  deliver  upon  the  exercise  of a
              Non-Qualified  Stock  Option a  combination  of shares of Deferred
              Stock  and  Common  Stock;  provided  that,   notwithstanding  the
              provisions of Section 8 of the Plan,  such Deferred Stock shall be
              fully  vested and not subject to  forfeiture.  A Holder shall have
              none of the  rights of a  stockholder  with  respect to the shares
              subject to the Option  until such shares shall be  transferred  to
              the Holder upon the exercise of the Option.

                        (e)   Transferability.   No   Stock   Option   shall  be
              transferable  by the Holder  otherwise than by will or by the laws
              of  descent  and  distribution,  and all  Stock  Options  shall be
              exercisable, during the Holder's lifetime, only by the Holder.

                        (f)  Termination  by  Reason  of  Death.  If a  Holder's
              employment by the Company or a Subsidiary  terminates by reason of
              death,  any Stock  Option held by such  Holder,  unless  otherwise
              determined  by the Committee at the time of grant and set forth in
              the  Agreement,  shall  be  fully  vested  and may  thereafter  be
              exercised  by the  legal  representative  of the  estate or by the
              legatee of the Holder  under the will of the Holder,  for a period
              of one  year  (or such  other  greater  or  lesser  period  as the
              Committee  may  specify  at grant)  from the date of such death or
              until the  expiration  of the stated  term of such  Stock  Option,
              whichever period is the shorter.

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                        (g)  Termination by Reason of Disability.  If a Holder's
              employment by the Company or any  Subsidiary  terminates by reason
              of  Disability,  any  Stock  Option  held by such  Holder,  unless
              otherwise determined by the Committee at the time of grant and set
              forth in the  Agreement,  shall be fully vested and may thereafter
              be exercised by the Holder for a period of one year (or such other
              greater or lesser  period as the Committee may specify at the time
              of grant) from the date of such termination of employment or until
              the expiration of the stated term of such Stock Option,  whichever
              period is the shorter.

                        (h) Other  Termination.  Subject  to the  provisions  of
              Section  12.3  below  and  unless  otherwise   determined  by  the
              Committee at the time of grant and set forth in the Agreement,  if
              a Holder is an employee of the Company or a Subsidiary at the time
              of grant and if such  Holder's  employment  by the  Company or any
              Subsidiary   terminates   for  any  reason  other  than  death  or
              Disability,   the  Stock  Option  shall  thereupon   automatically
              terminate, except that if the Holder's employment is terminated by
              the  Company  or a  Subsidiary  without  cause  or due  to  Normal
              Retirement, then the portion of such Stock Option which has vested
              on the date of  termination of employment may be exercised for the
              lesser of three  months after  termination  of  employment  or the
              balance of such Stock Option's term.

                        (i) Additional Incentive Stock Option Limitation. In the
              case of an Incentive  Stock Option,  the amount of aggregate  Fair
              Market  Value  of  Stock  (determined  at the time of grant of the
              Option)  with  respect  to  which   Incentive  Stock  Options  are
              exercisable  for the first time by a Holder  during  any  calendar
              year  (under all such plans of the  Company and its Parent and any
              Subsidiary) shall not exceed $100,000.

                        (j) Buyout and Settlement Provisions.  The Committee may
              at any time offer to buy out a Stock  Option  previously  granted,
              based  upon  such  terms and  conditions  as the  Committee  shall
              establish  and  communicate  to the  Holder  at the time that such
              offer is made.

                        (k) Stock Option Agreement. Each grant of a Stock Option
              shall be  confirmed  by, and shall be subject to the terms of, the
              Agreement executed by the Company and the Holder.

              5.3 Stock  Reload  Option.  The  Committee  may also  grant to the
Holder (concurrently with the grant of an Incentive Stock Option and at or after
the time of grant in the case of a  Non-Incentive  Stock  Option) a Stock Reload
Option up to the  amount of shares of Stock  held by the Holder for at least six
months and used to pay all or part of the  exercise  price of an Option  and, if
any, withheld by the Company as payment for withholding taxes. Such Stock Reload
Option  shall have an exercise  price of the Fair Market Value as of the date of
the Stock Reload Option  grant.  Unless the Committee  determines  otherwise,  a
Stock Reload Option may be exercised commencing one year after it is granted and
shall expire on the date of  expiration of the Option to which the Reload Option
is related.

Section 6.   Stock Appreciation Rights. [Intentionally omitted.]

Section 7.   Restricted Stock.

             7.1 Grant. Shares of Restricted Stock  may  be awarded either alone
or in addition to other  awards  granted  under the Plan.  The  Committee  shall
determine the eligible  persons to whom, and the time or times at which,  grants
of  Restricted  Stock will be awarded,  the number of shares to be awarded,  the
price (if any) to be paid by the  Holder,  the time or times  within  which such
awards may be subject to  forfeiture  (the  "Restriction  Period"),  the vesting
schedule and rights to acceleration  thereof, and all other terms and conditions
of the awards.

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              7.2 Terms and  Conditions.  Each  Restricted  Stock award shall be
subject to the following terms and conditions:

                        (a) Certificates. Restricted Stock, when issued, will be
              represented by a stock  certificate or certificates  registered in
              the name of the Holder to whom such  Restricted  Stock  shall have
              been  awarded.   During  the  Restriction   Period,   certificates
              representing the Restricted Stock and any securities  constituting
              Retained  Distributions  (as defined below) shall bear a legend to
              the  effect  that  ownership  of the  Restricted  Stock  (and such
              Retained   Distributions),   and  the   enjoyment  of  all  rights
              appurtenant  thereto,  are subject to the restrictions,  terms and
              conditions   provided  in  the  Plan  and  the   Agreement.   Such
              certificates  shall be  deposited  by the Holder with the Company,
              together  with stock powers or other  instruments  of  assignment,
              each endorsed in blank,  which will permit transfer to the Company
              of all or any portion of the  Restricted  Stock and any securities
              constituting  Retained  Distributions  that shall be  forfeited or
              that shall not become vested in  accordance  with the Plan and the
              Agreement.

                        (b) Rights of Holder.  Restricted Stock shall constitute
              issued and  outstanding  shares of Common Stock for all  corporate
              purposes.  The Holder will have the to vote such Restricted Stock,
              to receive and retain all regular  cash  dividends  and other cash
              equivalent  distributions  as the Board may in its sole discretion
              designate,  pay or  distribute  on such  Restricted  Stock  and to
              exercise all other  rights,  powers and  privileges of a holder of
              Common  Stock with  respect  to such  Restricted  Stock,  with the
              exceptions that (i) the Holder will not be entitled to delivery of
              the stock certificate or certificates representing such Restricted
              Stock until the  Restriction  Period shall have expired and unless
              all other  vesting  requirements  with respect  thereto shall have
              been fulfilled;  (ii) the Company will retain custody of the stock
              certificate or  certificates  representing  the  Restricted  Stock
              during the  Restriction  Period;  (iii)  other than  regular  cash
              dividends and other cash equivalent distributions as the Board may
              in its sole discretion designate,  pay or distribute,  the Company
              will   retain    custody   of   all    distributions    ("Retained
              Distributions")  made or declared  with respect to the  Restricted
              Stock (and such Retained Distributions will be subject to the same
              restrictions,  terms  and  conditions  as  are  applicable  to the
              Restricted  Stock)  until such time,  if ever,  as the  Restricted
              Stock with respect to which such Retained Distributions shall have
              been made,  paid or  declared  shall have  become  vested and with
              respect to which the Restriction Period shall have expired; (iv) a
              breach of any of the restrictions,  terms or conditions  contained
              in this Plan or the  Agreement  or  otherwise  established  by the
              Committee  with  respect  to  any  Restricted  Stock  or  Retained
              Distributions will cause a forfeiture of such Restricted Stock and
              any Retained Distributions with respect thereto.

                        (c)  Vesting;  Forfeiture.  Upon the  expiration  of the
              Restriction  Period with respect to each award of Restricted Stock
              and the satisfaction of any other applicable  restrictions,  terms
              and  conditions  (i) all or part of such  Restricted  Stock  shall
              become vested in accordance  with the terms of the Agreement,  and
              (ii) any Retained  Distributions  with respect to such  Restricted
              Stock shall become vested to the extent that the Restricted  Stock


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              related  thereto  shall have become  vested.  Any such  Restricted
              Stock  and  Retained  Distributions  that  do not  vest  shall  be
              forfeited to the Company and the Holder shall not thereafter  have
              any rights  with  respect to such  Restricted  Stock and  Retained
              Distributions that shall have been so forfeited.

Section 8.    Deferred Stock.

              8.1 Grant. Shares of Deferred Stock may be awarded either alone or
in  addition  to other  awards  granted  under the  Plan.  The  Committee  shall
determine the eligible  persons to whom and the time or times at which grants of
Deferred  Stock shall be awarded,  the number of shares of Deferred  Stock to be
awarded to any person, the duration of the period (the "Deferral Period") during
which,  and the  conditions  under which receipt of the shares will be deferred,
and all other terms and conditions of the awards.

              8.2 Terms and  Conditions.  Each  Deferred  Stock  award  shall be
subject to the following terms and conditions:

                        (a)  Certificates.  At the  expiration  of the  Deferral
              Period (or the Additional  Deferral  Period referred to in Section
              8.2(c)  below,  where  applicable),  share  certificates  shall be
              delivered to the Holder, or his legal representative, representing
              the number  equal to the  shares  covered  by the  Deferred  Stock
              award.

                        (b)  Vesting;  Forfeiture.  Upon the  expiration  of the
              Deferral  Period  (or  the  Additional   Deferral  Period,   where
              applicable)  with respect to each award of Deferred  Stock and the
              satisfaction  of  any  other  applicable  limitations,   terms  or
              conditions,  such Deferred Stock shall become vested in accordance
              with the terms of the Agreement.  Any Deferred Stock that does not
              vest shall be  forfeited  to the Company and the Holder  shall not
              thereafter  have any rights with  respect to such  Deferred  Stock
              that has been so forfeited.

                        (c) Additional Deferral Period. A Holder may request to,
              and the Committee  may at any time,  defer the receipt of an award
              (or an installment of an award) for an additional specified period
              or until a specified  event (the  "Additional  Deferral  Period").
              Subject to any exceptions  adopted by the Committee,  such request
              must  generally be made at least one year prior to  expiration  of
              the  Deferral  Period  for  such  Deferred  Stock  award  (or such
              installment).

Section 9.    Other Stock-Based Awards.

              9.1 Grant and Exercise.  Other Stock-Based  Awards may be awarded,
subject to limitations under applicable law, that are denominated or payable in,
valued in whole or in part by reference  to, or  otherwise  based on, or related
to, shares of Common Stock , as deemed by the  Committee to be  consistent  with
the purposes of the Plan including, without limitation,  purchase rights, shares
of Common Stock awarded which are not subject to any restrictions or conditions,
convertible or exchangeable debentures,  or other rights convertible into shares
of Common Stock and awards  valued by reference to the value of securities of or
the  performance  of specified  Subsidiaries.  Other  Stock-Based  Awards may be
awarded  either alone or in addition to or in tandem with any Other Awards under
this Plan or any other plan of the Company.

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<PAGE>

              9.2  Eligibility.  The  Committee  shall  determine  the  eligible
persons to whom and the time or times at which  grants of such  awards  shall be
made,  the  number  of shares of Common  Stock to be  awarded  pursuant  to such
awards, and all other terms and conditions of the awards.

              9.3 Terms and Conditions.  Each Other  Stock-Based  Award shall be
subject to such terms and conditions as may be determined by the Committee.

Section 10.   Amendment and Termination.

              The Board may at any time,  and from time to time,  amend,  alter,
suspend or  discontinue  any of the  provisions  of the Plan,  but no amendment,
alteration,  suspension or  discontinuance  shall be made which would impair the
rights of a Holder  under any  Agreement  theretofore  entered  into  hereunder,
without his consent.

Section 11.    Term of Plan.

              11.1  Effective  Date.  The Plan shall be effective as of February
15, 2003 ("Effective Date"). Any awards granted under the Plan prior to approval
of the Plan by the  shareholders  of the Company  shall be  effective  when made
(unless otherwise  specified by the Committee at the time of grant), but may be,
but are not necessarily required to be, conditioned upon and/or subject to, such
approval of the Plan by the Company's stockholders.

              11.2 Termination  Date.  Unless terminated by the Board, this Plan
shall  continue  to remain  effective  until such time no further  awards may be
granted and all awards granted under the Plan are no longer outstanding.

              Notwithstanding  the foregoing,  grants of Incentive Stock Options
may only be made during the ten year period following the Effective Date.

Section 12.   General Provisions.

              12.1 Written  Agreements.  Each Stock Option,  Restricted Stock or
Deferred  Stock award granted under the Plan shall be confirmed by, and shall be
subject to the terms of the  Agreement  executed  by the Company and the Holder.
The  Committee  may  terminate  any award made  under the Plan if the  Agreement
relating  thereto is not executed and returned to the Company  within sixty (60)
days  after  the  Agreement  has been  delivered  to the  Holder  for his or her
execution.

              12.2 Unfunded  Status of Plan.  The Plan is intended to constitute
an "unfunded" plan for incentive and deferred compensation.  With respect to any
payments not yet made to a Holder by the Company, nothing contained herein shall
give any such  Holder  any  rights  that are  greater  than  those of a  general
creditor of the Company.

              12.3 Employees.

                        (a) Engaging in  Competition  With the  Company.  In the
              event  an  employee  Holder  terminates  his  employment  with the
              Company or a Subsidiary for any reason whatsoever,  and within one
              year after the date thereof accepts employment with any competitor
              of, or otherwise  engages in competition  with,  the Company,  the
              Committee,  in its sole  discretion  may  require  such  Holder to
              return to the  Company the  economic  value of any award which was
              realized or obtained (measured at the date of exercise, vesting or
              payment) by such Holder at any time during the period beginning on
              that date which is six months  prior to the date of such  Holder's
              termination of employment with the Company.

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<PAGE>

                        (b)  Termination  for Cause.  The Committee  may, in the
              event an employee is terminated for cause, annul any award granted
              under  this  Plan  to  such  employee  and,  in  such  event,  the
              Committee,  in its sole  discretion,  may  require  such Holder to
              return to the  Company the  economic  value of any award which was
              realized or obtained (measured at the date of exercise, vesting or
              payment) by such Holder at any time during the period beginning on
              that date which is six months  prior to the date of such  Holder's
              termination of employment with the Company.

                        (c) No Right of  Employment.  Nothing  contained  in the
              Plan or in any award  hereunder shall be deemed to confer upon any
              employee of the Company or any  Subsidiary  any right to continued
              employment  with  the  Company  or any  Subsidiary,  nor  shall it
              interfere  in  any  way  with  the  right  of the  Company  or any
              Subsidiary to terminate the  employment of any of its employees at
              any time.

              12.4  Investment  Representations.  The Committee may require each
person acquiring shares of Stock pursuant to a Stock Option or other award under
the Plan to  represent  to and agree with the Company in writing that the Holder
is acquiring the shares for investment without a view to distribution thereof.

              12.5 Additional Incentive  Arrangements.  Nothing contained in the
Plan shall prevent the Board from  adopting  such other or additional  incentive
arrangements  as it may deem  desirable,  including,  but not  limited  to,  the
granting of stock  options and the  awarding  of stock and cash  otherwise  than
under the Plan;  and such  arrangements  may be either  generally  applicable or
applicable only in specific cases.

              12.6  Withholding  Taxes.  Not later  than the date as of which an
amount first  becomes  includable  in the gross income of the Holder for Federal
income tax  purposes  with  respect to any Option or other award under the Plan,
the Holder shall pay to the Company,  or make  arrangements  satisfactory to the
Committee  regarding  the payment of, any Federal,  state and local taxes of any
kind  required  by law to be withheld or paid with  respect to such  amount.  If
permitted  by the  Committee,  tax  withholding  or payment  obligations  may be
settled with Common Stock, including Common Stock that is part of the award that
gives rise to the withholding requirement.  The obligations of the Company under
the Plan shall be conditional upon such payment or arrangements  satisfactory to
the Company and the Company or the Holder's employer (if not the Company) shall,
to the extent permitted by law, have the right to deduct any such taxes from any
payment  of any  kind  otherwise  due to the  Holder  from  the  Company  or any
Subsidiary.

              12.7 Other Benefit  Plans.  Any award granted under the Plan shall
not be  deemed  compensation  for  purposes  of  computing  benefits  under  any
retirement  plan of the  Company  or any  Subsidiary  and shall not  affect  any
benefits under any other benefit plan no or  subsequently  in effect under which
the  availability  or amount of benefits is related to the level of compensation
(unless  required by specific  reference  in any such other plan to awards under
this Plan).

              12.8  Non-Transferability.  Except as otherwise expressly provided
in the  Plan,  no right or  benefit  under  the  Plan  may be  alienated,  sold,
assigned, hypothecated,  pledged, exchanged, transferred, encumbured or charged,
and any  attempt to  alienate,  sell,  assign,  hypothecate,  pledge,  exchange,
transfer, encumber or charge the same shall be void.

                                       11
<PAGE>

              12.9 Applicable  Laws. The obligations of the Company with respect
to all Stock  Options  and  awards  under the Plan  shall be  subject to (i) all
applicable  laws,  rules and regulations and such approvals by any  governmental
agencies as may be required, including, without limitation, the effectiveness of
a registration  statement under the Securities Act of 1933, as amended, and (ii)
the rules and  regulations of any securities  exchange on which the Stock may be
listed.

              12.10  Conflicts.  If any of the terms or  provisions  of the Plan
conflict with the  requirements  of (with respect to Incentive  Stock  Options),
Section  422 of the  Code,  then  such  terms  or  provisions  shall  be  deemed
inoperative to the extent they so conflict with the requirements of said Section
422 of the  Code.  Additionally,  if this Plan does not  contain  any  provision
required to be included  herein under  Section 422 of the Code,  such  provision
shall be deemed to be  incorporated  herein with the same force and effect as if
such provision had been set out at length herein.

              12.11 Non-Registered  Stock. The shares of Stock being distributed
under this Plan have not been  registered  under the  Securities Act of 1933, as
amended (the "1933 Act"), or any applicable state or foreign securities laws and
the Company may, but has no obligation  to any Holder to,  register the Stock or
assist  Holder  in  obtaining  an  exemption   from  the  various   registration
requirements,   or  list  the  Stock  on  a  national   securities  exchange  or
inter-dealer quotation system.

              12.12  Governing  Law.  The Plan and all awards  made and  actions
taken  thereunder shall be governed by and construed in accordance with the laws
of the State of Delaware (without regard to choice of law provisions).

           By: /s/ Ron McIntyre
               --------------------------------------
                   Ron McIntyre, President, Director


           By /s/  Dominick Martinez
              ---------------------------------------
                   Dominick Martinez, Director


           By: /s/ Dan Motsinger
              ---------------------------------------
                   Dan Motsinger, Director


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