EXHIBIT 10.3

                              GREENLAND CORPORATION
                       1999 STOCK OPTION PLAN - AS AMENDED

1.  PURPOSE.  This  Stock  Option  Plan  (the "Plan") is intended to serve as an
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incentive to, and to encourage stock ownership by, certain eligible participants
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rendering  services  to  Greenland  Corporation,  a  Nevada  corporation  (the
"Corporation")  and  certain  affiliates  as  set  forth below, so that they may
acquire  or  increase  their  proprietary  interest  in  the  Corporation.

2.  ADMINISTRATION.
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2.1  Committee.  The Plan shall be administered by the Board of Directors of the
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Corporation  (the  "Board  of  Directors") or a committee of a minimum of two or
more  members  appointed  by  the  Board  of  Directors  (the "Committee").  The
composition  of  the Committee shall satisfy such requirements as the Securities
and  Exchange  Commission  may  establish  for administrators acting under plans
intended  to  qualify  for exemption under Rule 16b-3 or its successor under the
Securities  and  Exchange  Act  of  1933.  The Committee shall select one of its
members  as  Chairman and shall appoint a Secretary, who need not be a member of
the Committee.  The Committee shall hold meetings at such times and places as it
may  determine  and  minutes  of  such  meetings  shall  be recorded.  Acts by a
majority  of  the  Committee  in a meeting at which a quorum is present and acts
approved in writing by a majority of the members of the Committee shall be valid
acts  of  the  Committee.  No  member  of the Committee shall vote on any matter
concerning  his  or  her  own  participation  in  the  Plan.

2.2  Term.  If  the  Board  of Directors selects a Committee, the members of the
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Committee  shall serve on the Committee for the period of time determined by the
Board  of Directors and shall be subject to removal by the Board of Directors at
any time.  The Board of Directors may terminate the function of the Committee at
any  time  and  resume  all  powers  and  authority  previously delegated to the
Committee.

2.3  Authority.  The Committee shall have sole discretion and authority to grant
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options  under  the  Plan  to  eligible  participants  rendering services to the
Corporation  or  any  "parent"  or  "subsidiary"  of the Corporation ("Parent or
Subsidiary"), as defined in Section 424 of the Internal Revenue Code of 1986, as
amended  (the "Code"), at such times, under such terms and in such amounts as it
may  decide.  Subject to the express provisions of the Plan, the Committee shall
have  complete  authority to interpret the Plan, to prescribe, amend and rescind
the  rules  and  regulations  relating to the Plan, to determine the details and
provisions  of  any Stock Option Agreement (as defined below), to accelerate any
options granted under the Plan and to make all other determinations necessary or
advisable  for  the  administration  of  the  Plan.

2.4  Type  of Option.  The Committee shall have full authority and discretion to
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determine,  and shall specify in the Stock Option Agreements (as defined below),
whether  the  eligible individual will be granted options intended to qualify as
incentive options under Section 422 of the Code ("Incentive Options") or options
which  are not intended to qualify under Section 422 of the Code ("Non-Qualified
Options");  provided,  however,  that Incentive Options shall only be granted to
employees  of  the  Corporation, or a Parent or Subsidiary thereof, and shall be
subject  to  the  special limitations set forth herein attributable to Incentive
Options.

2.5 Interpretation.  The interpretation and construction by the Committee of any
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provisions  of  the  Plan or of any option granted under the Plan shall be final
and binding on all parties having an interest in this Plan or any option granted
hereunder.  No member of the Board or Directors or the Committee shall be liable
for  any  action or determination made in good faith with respect to the Plan or
any  option  granted  under  the  Plan.

3.  ELIGIBILITY.
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3.1  General.  All  directors,  officers,  employees  of  and  certain  persons
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rendering  services to the Corporation, or any Parent or Subsidiary, relative to
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the  Corporation's,  or  any Parent's or Subsidiaries', management, operation or
development  shall be eligible to receive options under the Plan.  The selection
of recipients of options shall be within the sole and absolute discretion of the
Committee.  No  person  shall  be  granted an option under this Plan unless such
person has executed the grant representation letter set forth on Exhibit "A," as
such  Exhibit  may  be  amended by the Committee from time to time and no person
shall  be  granted  an Incentive Option under this Plan unless such person is an
employee  of  the  Corporation, or a Parent or Subsidiary, on the date of grant.

3.2  Termination  of  Eligibility.
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3.2.1  If an optionee ceases to be employed by the Corporation, or its Parent or
Subsidiary,  is  no longer an officer or member of the Board of Directors of the
Corporation or no longer performs services for the Corporation, or its Parent or
Subsidiary  for  any  reason (other than for "cause," as hereinafter defined, or
such  optionee's  death),  any  option  granted hereunder to such optionee shall
expire  on  the 90th day after the occurrence giving rise to such termination of
eligibility  (or  1  year  in the event an optionee is "disabled," as defined in
Section  22(e)(3)  of  the  Code)  or  upon  the  date  it expires by its terms,
whichever  is earlier.  Any option that has not vested in the optionee as of the
date  of  such  termination shall immediately expire and shall be null and void.
The  Committee  shall,  in  its  sole and absolute discretion, decide whether an
authorized  leave of absence or absence for military or governmental service, or
absence  for  any  other reason, shall constitute termination of eligibility for
purposes  of  this  Section.

3.2.2  If an optionee ceases to be employed by the Corporation, or its Parent or
Subsidiary,  is  no longer an officer or member of the Board of Directors of the
Corporation,  or  no longer performs services for the Corporation, or its Parent
or  Subsidiary  and  such  termination is as a result of "cause," as hereinafter
defined, then all options granted hereunder to such optionee shall expire on the
date  of  the  occurrence giving rise to such termination of eligibility or upon
the  date it expires by its terms, whichever is earlier, and such optionee shall
have  no  rights  with respect to any unexercised options.  For purposes of this
Plan,  "cause"  shall mean an optionee's personal dishonesty, misconduct, breach
of  fiduciary  duty,  incompetence,  intentional  failure  to  perform  stated
obligations,  willful  violation of any law, rule, regulation or final cease and
desist  order,  or  any material breach of any provision of this Plan, any Stock
Option  Agreement  or  any  employment  agreement.

3.3  Death  of  Optionee and Transfer of Option.  In the event an optionee shall
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die,  an  option may be exercised (subject to the condition that no option shall
be  exercisable  after its expiration and only to the extent that the optionee's
right  to  exercise such option had accrued at the time of the optionee's death)
at  any  time  within  one  year  after the optionee's death by the executors or
administrators  of  the  optionee  or  by  any  person or persons who shall have
acquired  the  option directly from the optionee by bequest or inheritance.  Any
option  that  has  not  vested  in  the  optionee  as  of  the  date of death or
termination  of  employment,  whichever is earlier, shall immediately expire and
shall  be  null and void.  No option shall be transferable by the optionee other
than  by  will  or  the  laws  of  interstate  succession.

3.4  Limitation  on Options.  No person shall be granted any Incentive Option to
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the  extent that the aggregate fair market value of the Stock (as defined below)
to  which such options are exercisable for the first time by the optionee during
any  calendar  year  (under  all  plans  of  the Corporation as determined under
Section  422(d)  of  the  Code)  exceeds  $100,000.

4.  IDENTIFICATION  OF  STOCK.  The  Stock,  as  defined  herein, subject to the
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options shall be shares of the Corporation's authorized but unissued or acquired
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or  reacquired  common  stock  (the  "Stock").  The  aggregate  number of shares
subject  to  outstanding  options  shall  not  exceed  One  Hundred  Million
(100,000,000)  shares of Stock (subject to adjustment as provided in Section 6).
If any option granted hereunder shall expire or terminate for any reason without
having  been  exercised  in  full,  the unpurchased shares subject thereto shall
again  be  available  for  purposes  of  this  Plan.

5.  TERMS  AND  CONDITIONS  OF OPTIONS.  Any option granted pursuant to the Plan
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shall  be  evidenced  by an agreement ("Stock Option Agreement") in such form as
the  Committee  shall  from time to time determine, which agreement shall comply
with  and  be  subject  to  the  following  terms  and  conditions:

5.1  Number of Shares.  Each option shall state the number of shares of Stock to
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which  it  pertains.

5.2  Option  Exercise Price.  Each option shall state the option exercise price,
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which  shall  be  determined  by  the Committee; provided, however, that (I) the
exercise  price  of  any Incentive Option shall not be less than the fair market
value of the Stock, as determined by the Committee, on the date of grant of such
option,  (ii)  the exercise price of any Incentive Option granted to an employee
who  owns more than 10% of the total combined voting power of all classes of the
Corporation's  stock,  as  determined  for  purposes of Section 422 of the Code,
shall not be less than 110% of the fair market value of the Stock, as determined
by  the  Committee,  on the date of grant of such option, and (iii) the exercise
price of any Non-Qualified Option shall not be less than the price as determined
by  the  Committee  on  the  date  of  grant  of  such  option.

5.3 Term of Option.  The term of an option granted hereunder shall be determined
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by  the  Committee at the time of grant, but shall not exceed ten years from the
date  of the grant.  The term of any Incentive Option granted to an employee who
owns  more  than  10%  of  the total combined voting power of all classes of the
Corporation's  stock,  as  determined  for  purposes of Section 422 of the Code,
shall  in  no event exceed five years from the date of grant.  All options shall
be  subject  to  early termination as set forth in this Plan.  In no event shall
any  option  be  exercisable  after  the  expiration  of  its  term.

5.4  Method  of Exercise.  An option shall be exercised by written notice to the
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Corporation  by  the optionee (or successor in the event of death) and execution
by the optionee of a Notice of Exercise in the form set forth on Exhibit "B," as
such  Exhibit  may  be amended by the Committee from time to time.  Such written
notice  shall  state  the  number  of shares with respect to which the option is
being  exercised  and  designate  a  time,  during  normal business hours of the
Corporation,  for the delivery thereof ("Exercise Date"), which time shall be at
least  5  days after the giving of such notice unless an earlier date shall have
been  mutually  agreed.  After  the  time  specified  in  the written notice the
Corporation  shall  deliver  to  the  optionee  at  the  principal office of the
Corporation,  or  such  other  appropriate  place  as  may  be determined by the
Committee,  a  certificate  or certificates for such shares.  Until the Stock is
issued (as evidenced by the appropriate entry on the books of the Corporation or
a  duly  authorized  transfer  agent  for  the Corporation), no right to vote or
receive  dividends or any other rights as a shareholder shall exist with respect
to  the Stock subject to the option, notwithstanding the exercise of the option.
Notwithstanding  the  foregoing,  the  Corporation  may postpone delivery of any
certificates  after  notice  of  exercise  for  such reasonable period as may be
required  to  comply  with any applicable listing requirements of any securities
exchange.  In  the event an option shall be exercisable by any person other than
the  optionee,  the  required  notice under this Section shall be accompanied by
appropriate  proof  of  the  right  of  such  person  to  exercise  the  option.

5.5  Medium  and Time of Payment.  The option exercise price shall be payable in
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full  on  or  before  the  option  Exercise  Date  in  any  one of the following
alternative  forms:

5.5.1  Full  payment  in  cash  or  certified  bank  or  cashier's  check;

5.5.2  A  Promissory  Note  (as  defined  below);

5.5.3  Full  payment  in  shares of Stock or other securities of the Corporation
having  a  fair  market  value  on  the Exercise Date in the amount equal to the
option  exercise  price;

5.5.4.  Instead  of  exercising the option by paying the exercise price in cash,
check or other appropriate consideration, the optionee may elect to exercise the
option  in whole or in part by receiving Stock equal to the value (as determined
below)  of  the  option, or any part hereof, upon surrender of the option at the
principal office of the Corporation together with the Notice of Exercise annexed
to  the  Stock  Option  Agreement in which event the Corporation shall issue the
optionee  a  number  of  shares  of  Stock computed using the following formula:

                                    X=Y(A-B)
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                                          A

Where  X  =  the  number  of  shares  of  Stock  to  be  issued  to  the holder;

Y=  the  number  of  shares  of  Stock  underlying  the  option to be exercised;

A=  the  current  fair  market  value  on  one  share  of  Stock;  and

B=  the  exercise  price  of  the  option.

5.5.5  All  or  any part of the exercise price may be paid by delivery on a form
prescribed by the Corporation, of an irrevocable direction to pledge all or part
of  the  Stock  being  purchased under the Plan to a securities broker or lender
approved  by the Corporation, as security for a loan, and to deliver all or part
of  the  loan  proceeds  to  the  Corporation.

5.5.6  A  combination  of  the consideration set forth in Sections 5.5.1, 5.5.2,
5.5.3,  5.5.4  and  5.5.5  equal  to  the  option  exercise  price;  or

5.5.7  Any  other method of payment complying with the provisions of Section 422
of the Code with respect to Incentive Options, provided the terms of payment are
established  by  the  Committee  at  the  time of grant, and any other method of
payment  established  by  the  Committee  with respect to Non-Qualified Options.

5.6  Fair  Market  Value.  The  fair  market  value of a share of Stock or other
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security  of  the  Corporation  on  any  relevant  date  shall  be determined in
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accordance  with  the  following  provisions:
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5.6.1  If  the Stock or other security of the Corporation at the time is neither
listed  nor  admitted  to  trading  on  any  stock  exchange  nor  traded in the
over-the-counter  market,  then the fair market value shall be determined by the
Committee  after  taking  into  account such factors as the Committee shall deem
appropriate.

5.6.2  If  the  Stock  or  other  security of the Corporation is not at the time
listed  or  admitted  to  trading  on  any  stock  exchange but is traded in the
over-the-counter  market,  the  fair  market value shall be the mean between the
highest  bid  and lowest asked prices (or, if such information is available, the
closing  selling  price)  of  one  share  of  Stock  or  other  security  of the
Corporation  on  the  date  in  question in the over-the-counter market, as such
prices  are  reported  by the National Association of Securities Dealers through
its  NASDAQ  system  or  any successor system.  If there are no reported bid and
asked  prices  (or closing selling price) for the Stock or other security of the
Corporation on the date in question, then the mean between the highest bid price
and lowest asked price (or the closing selling price) on the last preceding date
for  which  such  quotations  exist shall be determinative of fair market value.

5.6.3 If the Stock or other security of the Corporation is at the time listed or
admitted  to  trading on any stock exchange, then the fair market value shall be
the  closing  selling  price  of  one  share  of  Stock or other security of the
Corporation  on  the  date  in  question on the stock exchange determined by the
Committee  to  be  the  primary  market  for  the Stock or other security of the
Corporation,  as  such  price  is  officially  quoted  in  the composite tape of
transactions  on  such exchange.  If there is no reported sale of Stock or other
security  of  the Corporation on such exchange on the date in question, then the
fair market value shall be the closing selling price on the exchange on the last
preceding  date  for  which  such  quotation  exists.

5.7 Promissory Note.  Subject to the requirements of applicable state or Federal
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law  or margin requirements, payment of all or part of the purchase price of the
Stock  may  be  made by delivery of a full recourse promissory note ("Promissory
Note").  The  Promissory Note shall be executed by the optionee, made payable to
the Corporation and bear interest at such rate as the Committee shall determine,
but  in  no  case less than the minimum rate which will not cause under the Code
(i)  interest to be inputed, (ii) original issue discount to exist, or (iii) any
other  similar  results to occur.  Unless otherwise determined by the Committee,
interest  on  the  Note  shall be payable in quarterly installments on March 31,
June  30,  September  30  and December 31 of each year.  A Promissory Note shall
contain  such  other terms and conditions as may be determined by the Committee;
provided, however, that the full principal amount of the Promissory Note and all
unpaid  interest accrued thereon shall be due not later than five years from the
date  of  exercise.  The  Corporation  may  obtain  from the optionee a security
interest  in  all  shares of Stock issued to the optionee under the Plan for the
purpose  of  securing  payment  under  the  Promissory  Note  and  shall  retain
possession  of  the  stock  certificates  representing  such  shares in order to
perfect  its  security  interest.

5.8 Rights of a Shareholder.  An optionee or successor shall have no rights as a
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shareholder  with  respect  to any Stock underlying any option until the date of
the  issuance  to  such optionee of a certificate for such Stock.  No adjustment
shall  be  made  for  dividends  (ordinary  or  extraordinary, whether in stock,
securities  or  other  property)  or distributions or other rights for which the
record  date  is  prior  to the date such Stock Certificate is issued, except as
provided  in  Section  6.

5.9  Modification,  Extension  and Renewal of Options.  Subject to the terms and
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conditions  of  the  Plan, the Committee may modify, extend or renew outstanding
options  granted  under the Plan, or accept the surrender of outstanding options
(to  the  extent  not  exercised)  and  authorize the granting of new options in
substitution  therefor.

5.10  Other  Provisions.  The  Stock  Option Agreements shall contain such other
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provisions,  including  without  limitation, restrictions or conditions upon the
exercise  of  options,  as  the  Committee  shall  deem  advisable.

5.11  Dates  of  Exercise  and  Vesting.  An option granted hereunder may not be
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exercised in whole or in part at any time prior to the time the Plan is approved
by  the  Corporation's  share  holders  in  accordance  with  Section 14 herein.

6.  ADJUSTMENTS  UPON  CHANGES  IN  CAPITALIZATION.
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6.1  Subdivision  or  Consolidation.  Subject  to  any  required  action  by
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shareholders  of  the Corporation, the number of shares of Stock covered by each
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outstanding  option,  and  the  exercise price thereof, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Stock of
the  Corporation  resulting from a subdivision or consolidation of shares or the
payment  of  a  stock  dividend (but only on the Stock) or any other increase or
decrease  in the number of such shares effected without receipt of consideration
by  the  Corporation.  Any  fraction  of  a  share  subject to option that would
otherwise  result  from  an adjustment pursuant to this Section shall be rounded
downward  to  the  next  full  number  of  shares  without other compensation or
consideration  to  the  holder  of  such  option.

6.2  Capital  Transactions.  Upon a sale or exchange of all or substantially all
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of  the  assets  of  the  Corporation,  a  merger  or consolidation in which the
Corporation  is  not  the  surviving  corporation,  a  merger, reorganization or
consolidation  in  which  the  Corporation  is  the  surviving  corporation  and
shareholders of the Corporation exchange their stock for securities or property,
a liquidation of the Corporation or similar transaction ("Capital Transaction"),
this  Plan  and  each option issued under this Plan, whether vested or unvested,
shall terminate, unless such options are assumed by a successor corporation in a
merger  or  consolidation,  immediately  prior  to  such  Capital  Transaction;
provided,  however,  that  unless  the  outstanding  options  are  assumed  by a
successor corporation in a merger or consolidation, subject to terms approved by
the  Committee  all optionees will have the right to exercise all vested options
prior  to  the Capital Transaction.  Notwithstanding the foregoing, in the event
there  is  a  merger or consolidation where the Corporation is not the surviving
corporation,  all  options  granted  under this Plan shall vest 30 days prior to
such  merger  or  consolidation unless such options are assumed by the successor
corporation  in  such merger or consolidation.  The Committee may (but shall not
be  obligated  to)  (i)  accelerate  the vesting of any option or (ii) apply the
foregoing  provisions, including but not limited to termination of this Plan and
any options granted pursuant to the Plan, in the event there is a sale of 50% or
more  of  the  stock  of the Corporation in any two-year period or a transaction
similar  to  a  Capital  Transaction.

6.3  Adjustments.  To  the extent that the foregoing adjustments relate to stock
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or  securities  of  the  Corporation,  such  adjustments  shall  be  made by the
Committee,  whose  determination  in  that  respect  shall be final, binding and
conclusive.

6.4  Ability  to  Adjust.  The grant of an option pursuant to the Plan shall not
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affect  in  any  way  the right or power of the Corporation to make adjustments,
reclassifications,  reorganizations  or  changes  of  its  capital  or  business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or
any  part  of  its  business  or  assets.

6.5 Limitation on Adjustments.  Any adjustment, assumption or substitution of an
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Incentive  Option  shall  comply  with  Section  425 of the Code, if applicable.

7.  NONASSIGNABILITY.  Options granted under this Plan may not be sold, pledged,
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assigned  or  transferred  in  any  manner  other than by will or by the laws of
interstate  succession,  and may be exercised during the lifetime of an optionee
only  by  such optionee, except to the extent permitted by applicable securities
laws  and  pursuant  to applicable provisions of the Code.   Any transfer by the
optionee  of  any  option  granted  under this Plan in violation of this Section
shall  void  such  option  and  any  Stock  Option Agreement entered into by the
optionee and the Corporation regarding such transferred option shall be void and
have  no further force or effect.  No option shall be pledged or hypothecated in
any  way,  nor  shall  any option be subject to execution, attachment or similar
process.

8.  NO  RIGHT  OF  EMPLOYMENT.  Neither the grant nor exercise of any option nor
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anything in this Plan shall impose upon the Corporation or any other corporation
any  obligation  to employ or continue to employ any optionee.  The right of the
Corporation  and  any  other corporation to terminate any employee or consultant
shall  not  be diminished or affected because an option has been granted to such
employee  or  consultant.

9.  TERM OF PLAN.  This Plan is effective on the date the Plan is adopted by the
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Board  of Directors and options may be granted pursuant to the Plan from time to
time  within  a  period  of  ten  (10)  years from such date, or the date of any
required  shareholder approval required under the Plan, if earlier.  Termination
of  the  Plan  shall  not  affect  any  option  theretofore  granted.

10.  AMENDMENT  OF  THE  PLAN.  The  Board  of Directors of the Corporation may,
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subject  to any required shareholder approval, suspend, discontinue or terminate
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the  Plan,  or  revise or amend it in any respect whatsoever with respect to any
shares  of  Stock  at  that  time  not  subject  to  options.

11.  APPLICATION  OF  FUNDS.  The  proceeds received by the Corporation from the
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sale  of  Stock  pursuant to options may be used for general corporate purposes.

12. RESERVATION OF SHARES.  The Corporation, during the term of this Plan, shall
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at  all times reserve and keep available such number of shares of Stock as shall
be  sufficient  to  satisfy  the  requirements  of  the  Plan.

13.  NO  OBLIGATION  TO  EXERCISE  OPTION.  The  granting of an option shall not
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impose  any  obligation  upon  the  optionee  to  exercise  such  option.
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14.  APPROVAL  OF  BOARD OF DIRECTORS AND SHAREHOLDERS.  The Plan shall not take
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effect  until  approved by the Board of Directors of the Corporation.  This Plan
shall  be  approved by a vote of the shareholders within 12 months from the date
of  approval  by  the Board of Directors.  No option may be exercisable prior to
the  time  the  Plan  is  approved  by  the  shareholders.  In  the  event  such
shareholder  vote is not obtained, all options granted hereunder, whether vested
or  unvested,  shall be treated as non-qualified options, and no incentive stock
options  shall  be  granted  after  such  date.

15.  WITHHOLDING  TAXES.  Notwithstanding  anything else to the contrary in this
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Plan  or  any  Stock  Option  Agreement,  the  exercise  of  any option shall be
conditioned  upon  payment  by  such  optionee  in  cash,  or  other  provisions
satisfactory  to  the Committee, including shares of Stock, of all local, state,
federal  or  other withholding taxes applicable, in the Committee's judgment, to
the  exercise  or  to  later  disposition of shares acquired upon exercise of an
option.

16.  PARACHUTE  PAYMENTS.  Any  outstanding  option  under  the  Plan may not be
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accelerated to the extent any such acceleration of such option would, when added
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to  the  present  value  of  other  payments in the nature of compensation which
becomes  due  and  payable  to  the optionee would result in the payment to such
optionee  of  an  excess  parachute  payment under Section 280G of the Code. The
existence  of  any such excess parachute payment shall be determined in the sole
and  absolute  discretion  of  the  Committee.

17.  SECURITIES LAWS COMPLIANCE.  Notwithstanding anything contained herein, the
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Corporation  shall  not  be  obligated to grant any option under this Plan or to
sell,  issue  or  effect  any  transfer  of  any  Stock unless such grant, sale,
issuance  or  transfer is at such time effectively (i) registered or exempt from
registration under the Act and (ii) qualified or exempt from qualification under
the  California  Corporate Securities Law of 1968 and any other applicable state
securities  laws.  As a condition to exercise of any option, each optionee shall
make  such  representations  as  may  be  deemed  appropriate  by counsel to the
Corporation for the Corporation to use any available exemption from registration
under  the  Act  or  any  applicable  state  securities  law.

18.  RESTRICTIVE  LEGENDS.  The  certificates representing the Stock issued upon
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exercise  of  options  granted  pursuant  to  this  Plan will bear the following
legends  giving  notice of restrictions on transfer under the Act and this Plan,
as  follows:

(a)     THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN  ISSUED  OR
TRANSFERRED  IN  A TRANSACTION WHICH WAS NOT REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS  AMENDED,  IN RELIANCE UPON AN EXEMPTION AFFORDED BY SUCH ACT.  NO
SALE  OR  TRANSFER  OF  THESE SHARES SHALL BE VALID, AND THE ISSUER SHALL NOT BE
REQUIRED  TO GIVE ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION
SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR (B) THE ISSUER SHALL HAVE FIRST
RECEIVED  AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION IS NOT
REQUIRED.

(b)     SALE,  TRANSFER,  HYPOTHECATION OR ENCUMBRANCE OF THE SHARES REPRESENTED
BY  THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF A STOCK OPTION AGREEMENT
DATED  ______________________AND A STOCK OPTION PLAN DATED ______________, 1999,
A  COPY  OF  WHICH  MAY  BE  INSPECTED  AT  THE  CORPORATION'S PRINCIPAL OFFICE.

(c)     Any  other  legends  required  by  applicable  state  securities laws as
determined  by  the  Committee.

19.  NOTICES.  Any  notice  to  be  given  under  the terms of the Plan shall be
     -------
addressed  to  the Corporation in care of its Secretary at its principal office,
    --
and any notice to be given to an optionee shall be addressed to such optionee at
the  address  maintained  by  the  Corporation  for such person or at such other
address  as  the  optionee  may  specify  in  writing  to  the  Corporation.

20.  INFORMATION.  The  Corporation  shall  provide  all  optionees  financial
     -----------
statements  at  least  annually.
    ----

As  adopted  by the Board of Directors as of January 1, 1999; and amended by the
Board  of  Directors  as  of  August  23,  2001.

Greenland  Corporation,
a  Nevada  corporation