PEPPERMILL CAPITAL CORPORATION

                             2001 STOCK OPTION PLAN


1.   PURPOSE OF THE PLAN

     The purposes of the Peppermill Capital Corporation 2001 Stock Option Plan
(the "Plan") are to enable the Company to attract and retain the services of
officers and other key employees with managerial, professional or supervisory
responsibilities, to retain able consultants and advisors and to motivate such
persons to use their best efforts on behalf of the Company.

2.   GENERAL PROVISIONS

     2.1  Definitions

     As used in the Plan:

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

     (b)  "Code" means the Internal Revenue Code of 1986, including any and all
          amendments thereto.

     (c)  "Committee" means the committee appointed by the Board of Directors
          from time to time to administer the Plan pursuant to Section 2.2.

     (d)  "Common Stock" means the Company's Common Stock, $.001 par value.

     (e)  "Fair Market Value" means, with respect to a specific date, the value
          of the Common Stock as determined in good faith by the Committee on
          the basis of such quotations and other considerations as the Committee
          deems appropriate.

     (f)  "Incentive Stock Option" means an option granted under the Plan which
          is intended to qualify as an incentive stock option under Section 422
          of the Code.

     (g)  "Non-Qualified Stock Option" means an option granted under the Plan
          which is not an Incentive Stock Option.

     (h)  "Participant" means a person to whom a Stock Option has been granted
          under the Plan.



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     (i)  "Rule 16b-3" means Rule 16b-3 promulgated under the Securities
          Exchange Act of 1934, as amended from time to time, or any successor
          rule.

     (j)  "Stock Option" means an Incentive Stock Option or a Non-Qualified
          Stock Option granted under the Plan.

     (k)  "Subsidiary" means any corporation (other than the Company) in an
          unbroken chain of corporations beginning with the Company if, at the
          time of the granting of the Stock Option, each of the corporations
          other than the last corporation in the unbroken chain owns 50% or more
          of the total voting power of all classes of stock in one of the other
          corporations in such chain.

     2.2  Administration of the Plan

     (a)  The Plan shall be administered by the Board of Directors or a
          Committee appointed by the Board of Directors, which Committee shall
          at all times consist of two (2) or more persons, each of whom shall be
          a member of the Board of Directors. Each member of the Committee shall
          be a non-employee director (as such term is defined in Rule 16b-3).
          The Board of Directors may from time to time remove members from, or
          add members to, the Committee. Vacancies on the Committee, howsoever
          caused, shall be filled by the Board of Directors. The Committee shall
          select one of its members as Chairman, and shall hold meetings at such
          times and places as it may determine.

     (b)  The Committee shall have the full power, subject to and within the
          limits of the Plan, to: (i) interpret and administer the Plan and
          Stock Options granted under it; (ii) make and interpret rules and
          regulations for the administration of the Plan and to make changes in
          and revoke such rules and regulations (and in the exercise of this
          power, shall generally determine all questions of policy and
          expediency that may arise and may correct any defect, omission, or
          inconsistency in the Plan or any agreement evidencing the grant of any
          Stock Option in a manner and to the extent it shall deem necessary to
          make the Plan fully effective); (iii) determine those persons to whom
          Stock Options shall be granted and the number of Stock Options to be
          granted to any person; (iv) determine the terms of Stock Options
          granted under the Plan, consistent with the provision of the Plan; and
          (v) generally, exercise such powers and perform such acts in
          connection with the Plan as are deemed necessary or expedient to
          promote the best interests of the Company. The interpretation and
          construction by the Committee of any provision of the Plan or of any
          Stock Option shall be final, binding and conclusive.

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     (c)  The Committee may act only by a majority of its members then in
          office; however, the Committee may authorize any one (1) or more of
          its members or any officer of the Company to execute and deliver
          documents on behalf of the Committee.

     (d)  No member of the Committee shall be liable for any action taken or
          omitted to be taken or for any determination made by him or her in
          good faith with respect to the Plan, and the Company shall indemnify
          and hold harmless each member of the Committee against any cost or
          expense (including counsel fees) or liability (including any sum paid
          in settlement of a claim with the approval of the Committee) arising
          out of any act or omission in connection with the administration or
          interpretation of the Plan, unless arising out of such person's own
          fraud or bad faith.

     2.3  Effective Date

     The Plan shall become effective upon its adoption by the Board of
Directors, and Stock Options may be granted upon such adoption and from time to
time thereafter, subject, however, to approval of the Plan by affirmative vote
of the holders of the shares of the Common Stock, within 12 months after the
adoption of the Plan by the Board of Directors. If the Plan is not approved at
such annual or special meeting or at any adjournments thereof, this Plan and all
Stock Options previously granted thereunder shall become null and void.

     2.4  Duration

     If approved by the shareholders of the Company, as provided in Section 2.3,
unless sooner terminated by the Board of Directors, the Plan shall remain in
effect for a period of ten (10) years following its adoption by the Board of
Directors.

     2.5  Shares Subject to the Plan

     The maximum number of shares of Common Stock which may be subject to Stock
Options granted under the Plan shall be Ten Million (10,000,000). The Stock
Options shall be subject to adjustment in accordance with Section 4.1, as
appropriate, and shares to be issued upon exercise of Stock Options may be
either authorized and unissued shares of Common Stock or authorized and issued
shares of Common Stock purchased or acquired by the Company for any purpose. If
a Stock Option or portion thereof shall expire or is terminated, cancelled or
surrendered for any reason without being exercised in full, the unpurchased
shares of Common Stock which were subject to such Stock Option or portion
thereof shall be available for future grants of Stock Options under the Plan.

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     2.6  Amendments

     The Plan may be suspended, terminated or reinstated, in whole or in part,
at any time by the Board of Directors. The Board of Directors may from time to
time make such amendments to the Plan as it may deem advisable, including, with
respect to Incentive Stock Options, amendments deemed necessary or desirable to
comply with Section 422 of the Code and any regulations issued thereunder;
provided, however, that without the approval of the Company's shareholders, no
amendment shall be made which:

     (a)  Increases the maximum number of shares of Common Stock which may be
          subject to Stock Options granted under the Plan (other than as
          provided in Section 4.1, as appropriate); or

     (b)  Extends the term of the Plan; or

     (c)  Increases the period during which a Stock Option may be exercised
          beyond ten (10) years from the date of grant; or

     (d)  Otherwise materially increases the benefits accruing to Participants
          under the Plan;

     (e)  Materially modifies the requirements as to eligibility for
          participation in the Plan; or

     (f)  Will cause Stock options granted under the Plan to fail to meet the
          requirements of Rule 16b-3.

Except as otherwise provided herein, termination or amendment of the Plan shall
not, without the consent of a Participant, affect such Participant's rights
under any Stock Options previously granted to such Participant.

     2.7  Participants and Grants

     Stock Options may be granted by the Committee to (i) officers and other
salaried employees of the Company and its Subsidiaries with managerial,
professional or supervisory responsibilities and (ii) consultants and advisors
who render bona fide services to the Company and its Subsidiaries, in each case,
where the Committee determines that such officer, employee, consultant or
advisor has the capacity to make a substantial contribution to the success of
the Company. The Committee may grant Stock Options to purchase such number of
shares of Common Stock (subject to the limitations of Sections 2.5, 3.6 and 3.9)
as the Committee may, in its sole discretion, determine. In granting Stock
Options under the Plan, the Committee, on an individual basis, may vary the
number of Incentive Stock Options or Non-Qualified Stock Options as between
Participants and may grant Incentive Stock Options and/or Non-Qualified Stock
Options to a Participant in such amounts as the Committee may determine in its
sole discretion.

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3.   STOCK OPTIONS

     3.1  General

     All Stock Options granted under the Plan shall be evidenced by written
agreements executed by the Company and the Participant to whom granted, which
agreement shall state the number of shares of Common Stock which may be
purchased upon the exercise thereof and shall contain such investment
representations and other terms and conditions as the Committee may from time to
time determine, or, in the case of Incentive Stock Options, as may be required
by Section 422 of the Code, or any other applicable law.

     3.2  Price

     Subject to the provisions of Section 3.6 and 4.1, the purchase price per
share of Common Stock subject to a Stock Option shall be determined by the
Company's Board of Directors, in their sole and absolute discretion.

     3.3  Period

     The duration or term of each Stock Option granted under the Plan shall be
for such period as the Committee shall determine but in no event more than ten
(10) years from the date of grant thereof.

     3.4  Exercise

     Subject to Section 4.4, Stock Options may be exercisable immediately upon
granting of the Stock Option or at such other time or times as the Committee
shall specify when granting the Stock Option. Once exercisable, a Stock Option
shall be exercisable, in whole or in part, by delivery of a written notice of
exercise to the Secretary of the Company at the principal office of the Company
specifying the number of shares of Common Stock as to which the Stock Option is
then being exercised together with payment of the full purchase price for the
shares being purchased upon such exercise. Until the shares of Common Stock as
to which a Stock Option is exercised are issued, the Participant shall have none
of the rights of a shareholder of the Company with respect to such shares.

     3.5  Payment

     The purchase price for shares of Common Stock as to which a Stock Option
has been exercised and any amount required to be withheld, as contemplated by
Section 4.3, may be paid:

     (a)  In United States dollars in cash, or by check, bank draft or money
          order payable in United States dollars to the order of the Company; or

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     (b)  By the delivery by the Participant to the Company of whole shares of
          Common Stock having an aggregate Fair Market Value on the date of
          payment equal to the aggregate of the purchase price of Common Stock
          as to which the Stock Option is then being exercised or by the
          withholding of whole shares of Common Stock having such Fair Market
          Value upon the exercise of such Stock Option; or

     (c)  By a combination of both (a) and (b) above.

The Committee may, in its discretion, impose limitations, conditions and
prohibitions on the use by a Participant of shares of Common Stock to pay the
purchase price payable by such Participant upon the exercise of a Stock Option.

     3.6  Special Rules for Incentive Stock Options

     Notwithstanding any other provision of the Plan, the following provisions
shall apply to Incentive Stock Options granted under the Plan:

     (a)  Incentive Stock Options shall only be granted to Participants who are
          employees of the Company or its Subsidiaries.

     (b)  To the extent that the aggregate Fair Market Value of Common Stock,
          with respect to which Incentive Stock Options are exercisable for the
          first time by a Participant during any calendar year under this Plan
          and any other Plan of the Company or a Subsidiary exceeds $100,000,
          such Stock Options shall be treated as Non-Qualified Stock Options.

     (c)  Any Participant who disposes of shares of Common Stock acquired upon
          the exercise of an Incentive Stock Option by sale or exchange either
          within two (2) years after the date of the grant of the Incentive
          Stock Option under which the shares were acquired or within one (1)
          year of the acquisition of such shares, shall promptly notify the
          Secretary of the Company at the principal office of the Company of
          such disposition, the amount realized, the purchase price per share
          paid upon the exercise and the date of disposition.

     (d)  Subject to the provisions of Section 3.6(e) of the Plan, no Incentive
          Stock Option shall be granted to a Participant for a purchase price of
          less than one hundred percent (100%) of the Fair Market Value of a
          share of Common Stock on the date the Stock Option is granted

     (e)  No Incentive Stock Option shall be granted to a Participant who, at
          the time of the grant, owns stock representing more than ten percent
          (10%) of the total combined voting power of all classes of stock
          either of the Company or any parent or Subsidiary of the Company,
          unless the purchase

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          price of the shares of Common Stock purchasable upon exercise of such
          Incentive Stock Option is at least one hundred ten percent (110%) of
          the Fair Market Value (at the time the Incentive Stock Option is
          granted) of the Common Stock and the Incentive Stock Option is not
          exercisable more than five (5) years from the date it is granted.

     3.7  Termination of Employment or Relationship with Company

     (a)  In the event a Participant's employment by, or relationship with, the
          Company shall terminate for any reason other than those reasons
          specified in Sections 3.7(b), (c), (d) or (e) hereof while such
          Participant holds Stock Options granted under the Plan, then all
          rights of any kind under any outstanding Option held by such
          Participant which shall not have previously lapsed or terminated shall
          expire immediately.

     (b)  If a Participant's employment by, or relationship with, the Company or
          its Subsidiaries shall terminate as a result of such Participant's
          total disability, each Stock Option held by such Participant (which
          has not previously lapsed or terminated) shall be exercisable by such
          Participant for a period of six months after termination but only to
          the extent the Option is otherwise exercisable during that period.
          Notwithstanding the foregoing, the Committee may in the event of such
          disability accelerate the date after which a Stock Option is
          exercisable, in whole or in part, which change shall be in the
          Committee's sole discretion and be final, binding and conclusive. For
          purposes of this paragraph, "total disability" shall mean permanent
          mental or physical disability as determined by the Committee.

     (c)  In the event of the death of a Participant, each Stock Option held by
          such Participant (which has not previously lapsed or terminated) shall
          be exercisable by the executor or administrator of the Participant's
          estate or by the person or persons to whom the deceased Participant's
          rights thereunder shall have passed by will or by the laws of descent
          or distribution, for a period of six (6) months after such
          Participant's death but only to the extent the Option is otherwise
          exercisable during that period. Notwithstanding the foregoing, the
          Committee may in the event of such death accelerate the date after
          which a Stock Option is exercisable, in whole or in part, which change
          shall be in the Committee's sole discretion and be final, binding and
          conclusive.

     (d)  If a Participant's employment by the Company shall terminate by reason
          of such Participant's retirement in accordance with Company policies,
          each Stock Option held by such Participant at the date of termination
          (which has not previously lapsed or terminated) shall be exercisable
          for a period

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          of three (3) months after termination, but only to the extent the
          Option is otherwise exercisable during that period.

     (e)  In the event the Company terminates the employment of a Participant
          who at the time of such termination was an officer of the Company and
          had been continuously employed by the Company during the two (2) year
          period immediately preceding such termination, for any reason except
          "good cause" (hereafter defined) and except upon such Participant's
          death, total disability or retirement in accordance with Company
          policies, each Stock Option held by such Participant (which has not
          previously lapsed or terminated and which has been held by such
          Participant for more than six (6) months prior to such termination)
          shall be exercisable for a period of three (3) months after such
          termination, but only to the extent the Option is otherwise
          exercisable during that period. A termination for "good cause" shall
          be deemed to have occurred only if the Participant in question (i) is
          terminated by written notice for dishonesty, because of his conviction
          of a felony, or because of his violation of any material provision of
          any employment or other agreement with the Company or any of its
          Subsidiaries, or (ii) shall voluntarily resign or terminate his
          employment with the Company or any of its Subsidiaries under or
          followed by such circumstances as would constitute a breach of any
          material provision of any employment or other agreement between him
          and the Company or any of its Subsidiaries, or (iii) shall have
          committed an act of dishonesty not discovered by the Company or any of
          its Subsidiaries prior to the cessation of his employment with the
          Company or any of its Subsidiaries, but which would have resulted in
          his discharge if discovered prior to such date, or (iv) shall, either
          before or after cessation of his employment with the Company or any of
          its Subsidiaries, without the written consent of the company or any of
          its Subsidiaries, use (except for the benefit of the Company or any of
          its Subsidiaries) or disclose to any other person any confidential
          information relating to the business or any trade secrets of the
          Company or any of its Subsidiaries obtained as a result of or in
          connection with such employment.

     3.8  Effect of Leaves of Absence

     It shall not be considered a termination of employment when a Participant
is on military or sick leave or such other type leave of absence which is
considered as continuing intact the employment relationship of the Participant
with the Company or any of its Subsidiaries. In case of such leave of absence,
the employment relationship shall be deemed to have continued until the later of
(i) the date when such leave shall have lasted ninety (90) days in duration, or
(ii) the date as of which the Participant's right to employment shall have no
longer been guaranteed either by statute or contract.

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     3.9  Limitation on Number of Options Granted to Employees

     The maximum number of shares for which options may be granted to an
employee of the Company during any calender year shall not exceed 1,000,000.

4.   MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Changes in Capitalization

     (a)  In the event of changes to the outstanding shares of Common Stock of
          the Company through reorganization, merger, consolidation,
          recapitalization, reclassification, stock split-up, stock dividend,
          stock consolidation or otherwise, or in the event of a sale of all or
          substantially all of the assets of the Company, an appropriate and
          proportionate adjustment shall be made in the number and kind of
          shares as to which Stock Options may be granted. A corresponding
          adjustment changing the number or kind of shares and/or the purchase
          price per share of unexercised Stock Options or portions thereof which
          shall have been granted prior to any such change shall likewise be
          made.

     (b)  Notwithstanding the foregoing, in the case of a reorganization, merger
          or consolidation, or sale of all or substantially all of the assets of
          the Company, in lieu of adjustments as aforesaid, the Committee may in
          its discretion accelerate the date after which a Stock Option may or
          may not be exercised or the stated expiration date thereof.
          Adjustments or changes under this Section shall be made by the
          Committee, whose determination as to what adjustments or changes shall
          be made, and the extent thereof, shall be final, binding and
          conclusive.

     4.2  Non-Transferability

     No Stock Option shall be transferable except by will or the laws of descent
and distribution, nor shall any Stock Option be exercisable during the
Participant's lifetime by any person other than the Participant or his guardian
or legal representative.

     4.3  Withholding

     The Company's obligations under this Plan shall be subject to applicable
federal, state and local tax withholding requirements. Federal, state and local
withholding tax due at the time of a grant or upon the exercise of any Stock
Option may, in the discretion of the Committee, be paid in shares of Common
Stock already owned by the Participant or through the withholding of shares
otherwise issuable to such Participant, upon such terms and conditions as the
Committee shall determine. If the Participant shall fail to pay, or make
arrangements satisfactory to the Committee for the payment, to the Company of
all such federal, state and local taxes required to be withheld by the Company,
then the

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Company shall, to the extent permitted by law, have the right to deduct from any
payment of any kind otherwise due to such Participant an amount equal to any
federal, state or local taxes of any kind required to be withheld by the
Company.

     4.4  Compliance with Law and Approval of Regulatory Bodies

     No Stock Option shall be exercisable and no shares will be delivered under
the Plan except in compliance with all applicable federal and state laws and
regulations including, without limitation, compliance with all federal and state
securities laws and withholding tax requirements and with the rules of all
domestic stock exchanges on which the Common Stock may be listed. Any share
certificate issued to evidence shares for which a Stock Option is exercised may
bear legends and statements the Committee shall deem advisable to assure
compliance with federal and state laws and regulations. No Stock Option shall be
exercisable and no shares will be delivered under the Plan, until the Company
has obtained consent or approval from regulatory bodies, federal or state,
having jurisdiction over such matters as the Committee may deem advisable. In
the case of the exercise of a Stock Option by a person or estate acquiring the
right to exercise the Stock Option as a result of the death of the Participant,
the Committee may require reasonable evidence as to the ownership of the Stock
Option and may require consents and releases of taxing authorities that it may
deem advisable.

     4.5  No Right to Employment

     Neither the adoption of the Plan nor its operation, nor any document
describing or referring to the Plan, or any part thereof, nor the granting of
any Stock Options hereunder, shall confer upon any Participant under the Plan
any right to continue in the employ of the Company or any Subsidiary, or shall
in any way affect the right and power of the Company or any Subsidiary to
terminate the employment of any Participant at any time with or without
assigning a reason therefore, to the same extent as might have been done if the
Plan had not been adopted.

     4.6  Exclusion from Pension Computations

     By acceptance of a grant of a Stock Option under the Plan, the recipient
shall be deemed to agree that any income realized upon the receipt or exercise
thereof or upon the disposition of the shares received upon exercise will not be
taken into account as "base remuneration", "wages", "salary" or "compensation"
in determining the amount of any contribution to or payment or any other benefit
under any pension, retirement, incentive, profit-sharing or deferred
compensation plan of the Company or any Subsidiary.

     4.7  Abandonment of Options

     A Participant may at any time abandon a Stock Option prior to its
expiration date. The abandonment shall be evidenced in writing, in such form as
the Committee may from

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time to time prescribe. A Participant shall have no further rights with respect
to any Stock Option so abandoned.

     4.8  Severability

     If any of the terms or provisions of the Plan conflict with the
requirements of Rule 16b-3, then such terms or provisions shall be deemed
inoperative to the extent they so conflict with the requirements of Rule 16b-3.

     4.9  Interpretation of the Plan

     Headings are given to the Sections of the Plan solely as a convenience to
facilitate reference, such headings, numbering and paragraphing shall not in any
case be deemed in any way material or relevant to the construction of the Plan
or any provision hereof. The use of the masculine gender shall also include
within its meaning the feminine. The use of the singular shall also include
within its meaning the plural and vice versa.

     4.10 Use of Proceeds

     Funds received by the Company upon the exercise of Stock Options shall be
used for the general corporate purposes of the Company.

     4.11 Construction of Plan

     The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and of any rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Nevada.


     BOARD OF DIRECTORS APPROVAL                 September 14, 2000


     SHAREHOLDER APPROVAL                        __________________



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