AMAZON BIOTECH, INC.
                            2006 STOCK INCENTIVE PLAN

      1.  PURPOSE.  The  purpose  of the 2006  Stock  Incentive  Plan of  Amazon
Biotech,  Inc. is to further  align the  interests of  employees,  directors and
non-employee  Consultants with those of the stockholders by providing  incentive
compensation  opportunities  tied to the  performance of the Common Stock and by
promoting increased ownership of the Common Stock by such individuals.  The Plan
is also intended to advance the interests of the Company and its stockholders by
attracting,   retaining  and  motivating  key  personnel  upon  whose  judgment,
initiative  and  effort the  successful  conduct of the  Company's  business  is
largely dependent.

      2. DEFINITIONS.  Wherever the following  capitalized terms are used in the
Plan, they shall have the meanings specified below:

            "Affiliate"  means  (i) any  entity  that  would  be  treated  as an
      "affiliate"  of the Company for  purposes of Rule 12b-2 under the Exchange
      Act and (ii) any joint  venture or other entity in which the Company has a
      direct or indirect  beneficial  ownership  interest  representing at least
      one-third (1/3) of the aggregate  voting power of the equity  interests of
      such entity or one-third  (1/3) of the aggregate  fair market value of the
      equity interests of such entity, as determined by the Committee.

            "Award" means an award of a Stock Option, Stock Award, or Restricted
      Stock Award granted under the Plan.

            "Award  Agreement" means a written or electronic  agreement  entered
      into  between the Company and a  Participant  setting  forth the terms and
      conditions of an Award granted to a Participant.

            "Board" means the Board of Directors of the Company.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Common  Stock" means the Company's  common stock,  $0.001 par value
      per share.

            "Committee"  means the Compensation  Committee of the Board, or such
      other  committee  of the Board  appointed by the Board to  administer  the
      Plan, or if no such committee exists, the Board.

            "Company" means Amazon Biotech, Inc., a Utah corporation.

            "Consultant"  means any person which is a  consultant  or advisor to
      the  Company  and which is a natural  person  and who  provides  bona fide
      services to the Company which are not in connection with the offer or sale
      of securities in a capital-raising transaction for the Company, and do not
      directly  or  indirectly  promote or  maintain a market for the  Company's
      securities.

            "Date of Grant"  means the date on which an Award  under the Plan is
      made by the Committee,  or such later date as the Committee may specify to
      be the effective date of an Award.

            "Disability" means a Participant being considered  "disabled" within
      the  meaning  of  Section  409A(a)(2)(C)  of the  Code,  unless  otherwise
      provided in an Award Agreement.

            "Eligible Person" means any person who is an employee of the Company
      or any  Affiliate  or any person to whom an offer of  employment  with the
      Company or any Affiliate is extended,  as determined by the Committee,  or
      any person who is a Non-Employee Director, or any person who is Consultant
      to the Company.

            "Exchange  Act"  means  the  Securities  Exchange  Act of  1934,  as
      amended.


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            "Fair  Market  Value"  means the mean between the highest and lowest
      reported  sales prices of the Common Stock on the New York Stock  Exchange
      Composite Tape or, if not listed on such  exchange,  on any other national
      securities  exchange on which the  Company's  common stock is listed or on
      The  Nasdaq  Stock  Market,  or, if not so  listed  on any other  national
      securities  exchange or The Nasdaq Stock  Market,  then the average of the
      bid price of the Company's  common stock during the last five trading days
      on the OTC Bulletin Board immediately preceding the last trading day prior
      to the  date  with  respect  to  which  the  Fair  Market  Value  is to be
      determined.  If the Company's  common stock is not then  publicly  traded,
      then the Fair Market  Value of the Common Stock shall be the book value of
      the  Company  per  share as  determined  on the last day of  March,  June,
      September,  or  December  in  any  year  closest  to  the  date  when  the
      determination  is to be made.  For the purpose of  determining  book value
      hereunder,  book value shall be determined by adding as of the  applicable
      date called for herein the capital,  surplus, and undivided profits of the
      Company, and after having deducted any reserves  theretofore  established;
      the sum of these  items  shall be  divided  by the number of shares of the
      Company's common stock  outstanding as of said date, and the quotient thus
      obtained  shall  represent  the book value of each share of the  Company's
      common stock.

            "Incentive  Stock Option" means a Stock Option granted under Section
      6 hereof that is intended to meet the  requirements  of Section 422 of the
      Code and the regulations thereunder.

            "Non-Employee  Director" means any member of the Board who is not an
      employee of the Company.

            "Nonqualified  Stock  Option"  means a Stock  Option  granted  under
      Section 6 hereof that is not an Incentive Stock Option.

            "Participant"  means any  Eligible  Person who holds an  outstanding
      Award under the Plan.

            "Plan" means the 2006 Stock Incentive Plan of Amazon  Biotech,  Inc.
      as set forth herein, as amended from time to time.

            "Restricted  Stock Award" means a grant of shares of Common Stock to
      an Eligible  Person under Section 8 hereof that are issued subject to such
      vesting and transfer restrictions as the Committee shall determine and set
      forth in an Award Agreement.

            "Service" means a  Participant's  employment with the Company or any
      Affiliate or a Participant's  service as a Non-Employee  Director with the
      Company, as applicable.

            "Stock Award" means a grant of shares of Common Stock to an Eligible
      Person   under   Section  7  hereof  that  are  issued  free  of  transfer
      restrictions and forfeiture conditions.

            "Stock  Option"  means a  contractual  right  granted to an Eligible
      Person under  Section 6 hereof to purchase  shares of Common Stock at such
      time and price,  and subject to such  conditions,  as are set forth in the
      Plan and the applicable Award Agreement.

      3. ADMINISTRATION.

      3.1  Committee  Members.  The Plan shall be  administered  by a  Committee
comprised of one or more members of the Board,  or if no such committee  exists,
the Board.

      3.2  Committee  Authority.  The  Committee  shall  have  such  powers  and
authority as may be necessary or appropriate  for the Committee to carry out its
functions as described in the Plan.  Subject to the express  limitations  of the
Plan,  the  Committee  shall have  authority in its  discretion to determine the
Eligible Persons to whom, and the time or times at which, Awards may be granted,
the number of shares, units or other rights subject to each Award, the exercise,
base or purchase price of an Award (if any), the time or times at which an Award
will become vested,  exercisable  or payable,  the  performance  goals and other
conditions  of an Award,  the duration of the Award,  and all other terms of the
Award.  Subject to the terms of the Plan, the Committee shall have the authority
to amend the terms of an Award in any manner that is not  inconsistent  with the
Plan,  provided  that no such  action  shall  adversely  affect  the rights of a
Participant  with  respect to an  outstanding  Award  without the  Participant's
consent. The Committee shall also have discretionary  authority to interpret the
Plan,  to make  factual  determinations  under the  Plan,  and to make all other
determinations  necessary  or  advisable  for  Plan  administration,  including,
without  limitation,  to  correct  any  defect,  to supply  any  omission  or to
reconcile any  inconsistency in the Plan or any Award Agreement  hereunder.  The
Committee may prescribe,  amend,  and rescind rules and regulations  relating to
the Plan. The Committee's  determinations under the Plan need not be uniform and
may be  made  by the  Committee  selectively  among  Participants  and  Eligible
Persons,  whether or not such  persons are  similarly  situated.  The  Committee
shall, in its  discretion,  consider such factors as it deems relevant in making
its  interpretations,  determinations  and  actions  under  the Plan  including,
without limitation,  the recommendations or advice of any officer or employee of
the Company or such attorneys, consultants,  accountants or other advisors as it
may select.  All  interpretations,  determinations  and actions by the Committee
shall be final, conclusive, and binding upon all parties.


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      3.3 Delegation of Authority. The Committee shall have the right, from time
to time, to delegate to one or more officers of the Company the authority of the
Committee to grant and  determine  the terms and  conditions  of Awards  granted
under  the  Plan,  subject  to the  requirements  of state  law and  such  other
limitations  as the  Committee  shall  determine.  In no  event  shall  any such
delegation  of authority  be permitted  with respect to Awards to any members of
the Board or to any  Eligible  Person who is  subject  to Rule  16b-3  under the
Exchange  Act or  Section  162(m)  of the  Code.  The  Committee  shall  also be
permitted to delegate,  to any  appropriate  officer or employee of the Company,
responsibility for performing certain  ministerial  functions under the Plan. In
the event that the  Committee's  authority is delegated to officers or employees
in accordance  with the  foregoing,  all  provisions of the Plan relating to the
Committee  shall be  interpreted  in a manner  consistent  with the foregoing by
treating any such  reference as a reference to such officer or employee for such
purpose. Any action undertaken in accordance with the Committee's  delegation of
authority  hereunder  shall have the same force and effect as if such action was
undertaken directly by the Committee and shall be deemed for all purposes of the
Plan to have been taken by the Committee.

      4. SHARES SUBJECT TO THE PLAN.

      4.1 Maximum Share Limitations.  Subject to Section 4.3 hereof, the maximum
aggregate number of shares of Common Stock that may be issued and sold under all
Awards granted under the Plan shall be Four Million (4,000,000)  shares.  Shares
of Common  Stock  issued  and sold under the Plan may be either  authorized  but
unissued shares or shares held in the Company's treasury. To the extent that any
Award involving the issuance of shares of Common Stock is forfeited,  cancelled,
returned to the Company for  failure to satisfy  vesting  requirements  or other
conditions of the Award, or otherwise  terminates  without an issuance of shares
of Common  Stock  being  made  thereunder,  the shares of Common  Stock  covered
thereby  will  no  longer  be  counted  against  the  foregoing   maximum  share
limitations  and may again be made subject to Awards under the Plan  pursuant to
such  limitations.  Any Awards or portions  thereof that are settled in cash and
not in shares of Common Stock shall not be counted against the foregoing maximum
share limitations.

      4.2  Adjustments.  If there  shall  occur any change  with  respect to the
outstanding   shares  of  Common  Stock  by  reason  of  any   recapitalization,
reclassification,  stock dividend,  extraordinary dividend, stock split, reverse
stock split or other distribution with respect to the shares of Common Stock, or
any  merger,  reorganization,  consolidation,  combination,  spin-off  or  other
similar  corporate  change,  or any other change affecting the Common Stock, the
Committee  may,  in the manner and to the extent that it deems  appropriate  and
equitable to the  Participants  and consistent with the terms of the Plan, cause
an adjustment to be made in (i) the maximum  number and kind of shares  provided
in Section 4.1 hereof,  (ii) the number and kind of shares of Common  Stock,  or
other  rights  subject to then  outstanding  Awards,  (iii) the exercise or base
price for each share or other right subject to then outstanding Awards, and (iv)
any other terms of an Award that are affected by the event.  Notwithstanding the
foregoing,  in the case of Incentive Stock Options,  any such adjustments shall,
to the extent practicable,  be made in a manner consistent with the requirements
of Section 424(a) of the Code.

      4.3 Anti-Dilution. Notwithstanding anything contained in the Plan to cover
the contrary, including any adjustments discussed in this Section 4, the maximum
aggregate number of shares of Common Stock that may be issued and sold under all
Awards granted under the Plan shall be  anti-dilutive  in the event of a reverse
stock split by the Company and shall not result in any  reduction  in the number
of shares  available and authorized under the Plan at the effective time of such
reverse stock split(s).

      5. PARTICIPATION AND AWARDS.

      5.1 Designations of Participants.  All Eligible Persons are eligible to be
designated by the Committee to receive Awards and become  Participants under the
Plan.  The  Committee has the  authority,  in its  discretion,  to determine and
designate from time to time those Eligible Persons who are to be granted Awards,
the types of Awards to be granted  and the  number of shares of Common  Stock or
units subject to Awards granted under the Plan. In selecting Eligible Persons to
be  Participants  and in determining the type and amount of Awards to be granted
under the Plan,  the Committee  shall consider any and all factors that it deems
relevant or appropriate.


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      5.2  Determination of Awards.  The Committee shall determine the terms and
conditions  of all  Awards  granted  to  Participants  in  accordance  with  its
authority under Section 3.2 hereof. An Award may consist of one type of right or
benefit hereunder or of two or more such rights or benefits granted in tandem or
in the  alternative.  In the case of any fractional share or unit resulting from
the grant,  vesting,  payment or crediting of dividends or dividend  equivalents
under an Award,  the  Committee  shall have the  discretionary  authority to (i)
disregard such fractional  share or unit,  (ii) round such  fractional  share or
unit to the nearest  lower or higher whole share or unit,  or (iii) convert such
fractional  share or unit into a right to receive a cash payment.  To the extent
deemed  necessary  by the  Committee,  an Award shall be  evidenced  by an Award
Agreement as described in Section 11.1 hereof.

      6. STOCK OPTIONS.

      6.1 Grant of Stock Options.  A Stock Option may be granted to any Eligible
Person  selected  by the  Committee.  Subject to the  provisions  of Section 6.8
hereof and Section 422 of the Code,  each Stock Option shall be  designated,  in
the  discretion  of  the  Committee,  as  an  Incentive  Stock  Option  or  as a
Nonqualified Stock Option.

      6.2 Exercise  Price.  The exercise price per share of a Stock Option shall
not be less than 85  percent  of the Fair  Market  Value of the shares of Common
Stock on the Date of Grant,  provided that the  Committee may in its  discretion
specify for any Stock Option an exercise price per share that is higher than the
Fair Market Value on the Date of Grant,  except that the price shall not be less
than 110  percent  of the Fair  Market  Value in the case of any person who owns
securities possessing more than 10 percent of the total combined voting power of
all classes of securities of the Company.

      6.3  Vesting  of Stock  Options.  The  Committee  shall in its  discretion
prescribe  the time or times at which,  or the  conditions  upon which,  a Stock
Option or portion  thereof  shall  become  vested  and/or  exercisable,  and may
accelerate  the  vesting  or  exercisability  of any  Stock  Option at any time,
provided,  however,  that any Stock  Option  shall  vest at the rate of at least
twenty percent (20%) per year over five (5) years from the date the Stock Option
is granted, subject to reasonable conditions as may be provided for in the Award
Agreement.  However,  in  the  case  of a  Stock  Option  granted  to  officers,
Non-employee Directors, managers or Consultants of the Company, the Stock Option
may become fully exercisable,  subject to reasonable  conditions,  at anytime or
during any period  established by the Company.  The requirements for vesting and
exercisability  of a Stock Option may be based on the  continued  Service of the
Participant  with the Company or its  Affiliates for a specified time period (or
periods) or on the attainment of specified  performance goals established by the
Committee in its discretion.

      6.4 Term of Stock Options. The Committee shall in its discretion prescribe
in an Award  Agreement  the period  during  which a vested  Stock  Option may be
exercised,  provided  that the maximum term of a Stock Option shall be ten years
from the Date of Grant.  Except as  otherwise  provided in this  Section 6 or as
otherwise  may be  provided  by the  Committee,  no Stock  Option  issued  to an
employee or a Non-Employee  Director of the Company may be exercised at any time
during  the  term  thereof  unless  the  employee  or  a  Non-Employee  Director
Participant is then in the Service of the Company or one of its Affiliates.

      6.5 Termination of Service.  Subject to Section 6.8 hereof with respect to
Incentive Stock Options,  the Stock Option of any Participant whose Service with
the  Company  or one of its  Affiliates  is  terminated  for  any  reason  shall
terminate  on the  earlier  of (A) the date that the  Stock  Option  expires  in
accordance  with  its  terms  or  (B)  unless  otherwise  provided  in an  Award
Agreement,  and except for  termination  for cause (as described in Section 10.2
hereof),  the expiration of the applicable time period following  termination of
Service,  in accordance with the following:  (1) twelve months if Service ceased
due to  Disability,  (2)  eighteen  months if Service  ceased at a time when the
Participant is eligible to elect immediate  commencement of retirement  benefits
at a specified  retirement  age under a pension plan to which the Company or any
of its Affiliates had made contributions, (3) eighteen months if the Participant
died while in the Service of the Company or any of its Affiliates, or (iv) three
months if Service ceased for any other reason.  During the foregoing  applicable
period,  except as otherwise  specified  in the Award  Agreement or in the event
Service was terminated by the death of the Participant,  the Stock Option may be
exercised by such  Participant in respect of the same number of shares of Common
Stock,  in the same manner,  and to the same extent as if he or she had remained
in the continued  Service of the Company or any Affiliate during the first three
months of such period;  provided that no additional rights shall vest after such
three  months.  The  Committee  shall have  authority  to determine in each case
whether an authorized  leave of absence shall be deemed a termination of Service
for purposes hereof,  as well as the effect of a leave of absence on the vesting
and  exercisability  of  a  Stock  Option.  Unless  otherwise  provided  by  the
Committee,  if an entity  ceases to be an  Affiliate of the Company or otherwise
ceases  to be  qualified  under the Plan or if all or  substantially  all of the
assets of an Affiliate of the Company are conveyed (other than by  encumbrance),
such  cessation  or action,  as the case may be,  shall be deemed  for  purposes
hereof to be a termination of the Service.


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      6.6 Stock  Option  Exercise;  Tax  Withholding.  Subject to such terms and
conditions  as shall be specified in an Award  Agreement,  a Stock Option may be
exercised  in whole or in part at any time during the term  thereof by notice in
the form  required  by the  Company,  together  with  payment  of the  aggregate
exercise price therefor and applicable  withholding tax. Payment of the exercise
price  shall be made in the  manner  set  forth in the Award  Agreement,  unless
otherwise  provided  by  the  Committee:  (i)  in  cash  or by  cash  equivalent
acceptable to the Committee, (ii) by payment in shares of Common Stock that have
been held by the  Participant  for at least six  months  (or such  period as the
Committee may deem appropriate,  for accounting purposes or otherwise) valued at
the Fair Market Value of such shares on the date of exercise,  (iii)  through an
open-market,  broker-assisted sales transaction pursuant to which the Company is
promptly  delivered  the amount of proceeds  necessary  to satisfy the  exercise
price, (iv) by a combination of the methods described above or (v) by such other
method as may be approved by the Committee and set forth in the Award Agreement.
In addition to and at the time of payment of the exercise price, the Participant
shall pay to the Company the full amount of any and all  applicable  income tax,
employment tax and other amounts required to be withheld in connection with such
exercise,  payable under such of the methods  described above for the payment of
the  exercise  price as may be  approved by the  Committee  and set forth in the
Award Agreement.

      6.7 Limited  Transferability  of  Nonqualified  Stock  Options.  All Stock
Options shall be  nontransferable  except (i) upon the  Participant's  death, in
accordance  with Section 11.2 hereof or (ii) in the case of  Nonqualified  Stock
Options  only,  for  the  transfer  of all or  part  of the  Stock  Option  to a
Participant's  "family  member"  (as  defined  for  purposes  of  the  Form  S-8
registration  statement under the Securities Act of 1933), as may be approved by
the Committee in its discretion at the time of proposed  transfer.  The transfer
of a  Nonqualified  Stock Option may be subject to such terms and  conditions as
the  Committee  may in its  discretion  impose  from  time to  time.  Subsequent
transfers  of a  Nonqualified  Stock Option  shall be  prohibited  other than in
accordance with Section 11.2 hereof.

      6.8 Additional Rules for Incentive Stock Options.

            (a) Eligibility. An Incentive Stock Option may only be granted to an
      Eligible  Person who is  considered  an employee  for purposes of Treasury
      Regulation ss.1.421-7(h) with respect to the Company or any Affiliate that
      qualifies as a  "subsidiary  corporation"  with respect to the Company for
      purposes of Section 424(f) of the Code.

            (b) Termination of Employment. An Award of an Incentive Stock Option
      may  provide  that such  Stock  Option may be  exercised  not later than 3
      months  following  termination of employment of the  Participant  with the
      Company  and all  Subsidiaries,  or not later  than one year  following  a
      permanent and total  disability  within the meaning of Section 22(e)(3) of
      the Code, as and to the extent  determined by the Committee to comply with
      the requirements of Section 422 of the Code.

            (c) Other Terms and  Conditions;  Nontransferability.  Any Incentive
      Stock Option granted  hereunder  shall contain such  additional  terms and
      conditions,  not  inconsistent  with the terms of the Plan,  as are deemed
      necessary or desirable by the  Committee,  which terms,  together with the
      terms of the  Plan,  shall  be  intended  and  interpreted  to cause  such
      Incentive  Stock Option to qualify as an  "incentive  stock  option" under
      Section 422 of the Code. An Award  Agreement for an Incentive Stock Option
      may  provide  that such Stock  Option  shall be treated as a  Nonqualified
      Stock  Option  to the  extent  that  certain  requirements  applicable  to
      "incentive  stock  options"  under  the Code  shall not be  satisfied.  An
      Incentive Stock Option shall by its terms be nontransferable other than by
      will or by the laws of descent and distribution,  and shall be exercisable
      during the lifetime of a Participant only by such Participant.

            (d) Disqualifying  Dispositions.  If shares of Common Stock acquired
      by exercise of an Incentive  Stock Option are disposed of within two years
      following  the Date of Grant or one year  following  the  transfer of such
      shares to the Participant upon exercise,  the Participant shall,  promptly
      following such disposition,  notify the Company in writing of the date and
      terms of such disposition and provide such other information regarding the
      disposition as the Company may reasonably require.


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      6.9 Repricing  Prohibited.  Subject to the adjustment provisions contained
in Section 4.2 hereof, without the prior approval of the Company's stockholders,
evidenced by a majority of votes cast, neither the Committee nor the Board shall
cause the  cancellation,  substitution or amendment of a Stock Option that would
have the effect of reducing the exercise price of such a Stock Option previously
granted under the Plan, or otherwise  approve any  modification  to such a Stock
Option that would be treated as a "repricing"  under the then applicable  rules,
regulations or listing requirements.

      7. STOCK AWARDS.

      7.1 Grant of Stock  Awards.  A Stock Award may be granted to any  Eligible
Person  selected  by the  Committee.  A Stock  Award  may be  granted  for  past
services,   in  lieu  of  bonus  or  other  cash  compensation,   as  directors'
compensation  or for any other valid purpose as determined by the  Committee.  A
Stock Award granted to an Eligible Person represents shares of Common Stock that
are issued without restrictions on transfer and other incidents of ownership and
free of forfeiture conditions,  except as otherwise provided in the Plan and the
Award Agreement.  The deemed issuance price of shares of Common Stock subject to
each Stock Award  shall not be less than 85 percent of the Fair Market  Value of
the Common  Stock on the date of the  grant.  In the case of any person who owns
securities  possessing more than ten percent of the combined voting power of all
classes of  securities  of the issuer or its parent or  subsidiaries  possessing
voting  power,  the deemed  issuance  price of shares of Common Stock subject to
each Stock Award  shall be at least 100 percent of the Fair Market  Value of the
Common Stock on the date of the grant. The Committee may, in connection with any
Stock Award, require the payment of a specified purchase price.

      7.2 Rights as  Stockholder.  Subject to the  foregoing  provisions of this
Section 7 and the applicable  Award  Agreement,  upon the issuance of the Common
Stock under a Stock Award the Participant shall have all rights of a stockholder
with  respect to the  shares of Common  Stock,  including  the right to vote the
shares and  receive  all  dividends  and other  distributions  paid or made with
respect thereto.

      8. RESTRICTED STOCK AWARDS.

      8.1 Grant of  Restricted  Stock  Awards.  A Restricted  Stock Award may be
granted to any Eligible  Person  selected by the Committee.  The deemed issuance
price of shares of Common Stock subject to each Restricted Stock Award shall not
be less than 85 percent of the Fair Market Value of the Common Stock on the date
of the grant. In the case of any person who owns securities possessing more than
ten percent of the  combined  voting power of all classes of  securities  of the
issuer  or its  parent or  subsidiaries  possessing  voting  power,  the  deemed
issuance price of shares of Common Stock subject to each Restricted  Stock Award
shall be at least 100  percent of the Fair Market  Value of the Common  Stock on
the date of the grant.  The Committee may require the payment by the Participant
of a specified purchase price in connection with any Restricted Stock Award.

      8.2 Vesting Requirements. The restrictions imposed on shares granted under
a Restricted Stock Award shall lapse in accordance with the vesting requirements
specified by the Committee in the Award  Agreement,  provided that the Committee
may accelerate the vesting of a Restricted Stock Award at any time. Such vesting
requirements  may be based on the continued  Service of the Participant with the
Company or its  Affiliates  for a specified  time period (or  periods) or on the
attainment of specified  performance  goals  established by the Committee in its
discretion. If the vesting requirements of a Restricted Stock Award shall not be
satisfied,  the Award shall be forfeited  and the shares of Common Stock subject
to the Award shall be returned to the Company.

      8.3 Restrictions.  Shares granted under any Restricted Stock Award may not
be transferred,  assigned or subject to any encumbrance, pledge, or charge until
all  applicable  restrictions  are  removed or have  expired,  unless  otherwise
allowed by the Committee.  Failure to satisfy any applicable  restrictions shall
result in the subject shares of the Restricted  Stock Award being  forfeited and
returned to the Company.  The Committee may require in an Award  Agreement  that
certificates representing the shares granted under a Restricted Stock Award bear
a legend making  appropriate  reference to the  restrictions  imposed,  and that
certificates  representing  the shares granted or sold under a Restricted  Stock
Award  will  remain  in the  physical  custody  of an  escrow  holder  until all
restrictions are removed or have expired.


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      8.4 Rights as  Stockholder.  Subject to the  foregoing  provisions of this
Section 8 and the applicable  Award  Agreement,  the Participant  shall have all
rights of a stockholder  with respect to the shares  granted to the  Participant
under a  Restricted  Stock  Award,  including  the right to vote the  shares and
receive all dividends and other distributions paid or made with respect thereto.
The Committee may provide in an Award Agreement for the payment of dividends and
distributions to the Participant at such times as paid to stockholders generally
or at the times of vesting or other payment of the Restricted Stock Award.

      8.5 Section 83(b) Election. If a Participant makes an election pursuant to
Section  83(b) of the  Code  with  respect  to a  Restricted  Stock  Award,  the
Participant  shall file,  within 30 days  following the Date of Grant, a copy of
such  election  with the  Company  and with the  Internal  Revenue  Service,  in
accordance with the regulations  under Section 83 of the Code. The Committee may
provide in an Award  Agreement  that the  Restricted  Stock Award is conditioned
upon the Participant's making or refraining from making an election with respect
to the Award under Section 83(b) of the Code.

      9. CHANGE IN CONTROL.

      9.1 Effect of Change in Control.  Except to the extent an Award  Agreement
provides for a different  result (in which case the Award  Agreement will govern
and  this  Section  9 of the  Plan  shall  not be  applicable),  notwithstanding
anything elsewhere in the Plan or any rules adopted by the Committee pursuant to
the Plan to the contrary,  if a Triggering Event shall occur within the 12-month
period  beginning  with a Change in  Control  of the  Company,  then,  effective
immediately  prior to such Triggering  Event,  each outstanding Stock Option, to
the extent that it shall not otherwise have become vested and exercisable, shall
automatically  become  fully and  immediately  vested and  exercisable,  without
regard to any otherwise applicable vesting requirement.

      9.2 Definitions

            (a) Cause.  For purposes of this  Section 9, the term "Cause"  shall
      mean a  determination  by the Committee  that a  Participant  (i) has been
      convicted  of,  or  entered  a plea of nolo  contendere  to, a crime  that
      constitutes  a felony  under  Federal  or state law,  (ii) has  engaged in
      willful gross misconduct in the performance of the Participant's duties to
      the Company or an  Affiliate or (iii) has  committed a material  breach of
      any written  agreement  with the Company or any Affiliate  with respect to
      confidentiality,  noncompetition,  nonsolicitation or similar  restrictive
      covenant.  Subject to the first  sentence of Section  9.1  hereof,  in the
      event that a Participant  is a party to an employment  agreement  with the
      Company or any Affiliate  that defines a termination on account of "Cause"
      (or a term having similar  meaning),  such  definition  shall apply as the
      definition of a termination on account of "Cause" for purposes hereof, but
      only to the extent that such  definition  provides  the  Participant  with
      greater rights. A termination on account of Cause shall be communicated by
      written  notice  to the  Participant,  and shall be deemed to occur on the
      date such notice is delivered to the Participant.

            (b) Change in Control.  For purposes of this Section 9, a "Change in
      Control" shall be deemed to have occurred upon:

                  (i) the occurrence of an acquisition by any individual, entity
            or group (within the meaning of Section  13(d)(3) or 14(d)(2) of the
            Exchange  Act) (a  "Person")  of  beneficial  ownership  (within the
            meaning  of Rule  13d-3  promulgated  under the  Exchange  Act) of a
            percentage  of the  combined  voting  power of the then  outstanding
            voting  securities of the Company  entitled to vote generally in the
            election  of  directors  (the  "Company  Voting   Securities")  (but
            excluding (1) any acquisition  directly from the Company (other than
            an acquisition  by virtue of the exercise of a conversion  privilege
            of a security that was not acquired directly from the Company),  (2)
            any  acquisition  by  the  Company  or  an  Affiliate  and  (3)  any
            acquisition by an employee benefit plan (or related trust) sponsored
            or maintained by the Company or any  Affiliate)  (an  "Acquisition")
            that  is  thirty  percent  (30%)  or  more  of  the  Company  Voting
            Securities;

                  (ii) at any time during a period of two (2) consecutive  years
            or less,  individuals who at the beginning of such period constitute
            the Board  (and any new  directors  whose  election  by the Board or
            nomination for election by the Company's  stockholders  was approved
            by a vote of at least  two-thirds  (2/3) of the directors then still
            in office who either were  directors at the  beginning of the period
            or whose election or nomination for election was so approved)  cease
            for  any  reason   (except  for  death,   Disability   or  voluntary
            retirement) to constitute a majority thereof;


                                  PAGE 7 OF 12
<PAGE>

                  (iii) an  Acquisition  that is fifty  percent (50%) or more of
            the Company Voting Securities;

                  (iv)   the   consummation   of   a   merger,    consolidation,
            reorganization or similar corporate transaction,  whether or not the
            Company is the surviving company in such  transaction,  other than a
            merger,  consolidation,  or reorganization  that would result in the
            Persons who are beneficial  owners of the Company Voting  Securities
            outstanding  immediately  prior thereto  continuing to  beneficially
            own, directly or indirectly,  in substantially the same proportions,
            at least fifty  percent  (50%) of the  combined  voting power of the
            Company Voting Securities (or the voting securities of the surviving
            entity) outstanding immediately after such merger,  consolidation or
            reorganization;

                  (v) the sale or other  disposition of all or substantially all
            of the assets of the Company;  (vi) the approval by the stockholders
            of the  Company  of a complete  liquidation  or  dissolution  of the
            Company; or

                  (vii) the occurrence of any transaction or event, or series of
            transactions  or events,  designated  by the Board in a duly adopted
            resolution as representing a change in the effective  control of the
            business  and  affairs  of the  Company,  effective  as of the  date
            specified in any such resolution.

            (c)  Constructive  Termination.  For  purposes of this  Section 9, a
      "Constructive  Termination"  shall mean a  termination  of employment by a
      Participant  within sixty (60) days following the occurrence of any one or
      more of the following events without the Participant's written consent (i)
      any reduction in position,  title (for Vice Presidents or above),  overall
      responsibilities,  level  of  authority,  level  of  reporting  (for  Vice
      Presidents or above),  base  compensation,  annual incentive  compensation
      opportunity,  aggregate  employee  benefits  or (ii) a  request  that  the
      Participant's  location of employment be relocated by more than fifty (50)
      miles.  Subject to the first sentence of Section 9.1 hereof,  in the event
      that a Participant is a party to an employment  agreement with the Company
      or any  Affiliate (or a successor  entity) that defines a  termination  on
      account  of  "Constructive  Termination,"  "Good  Reason"  or  "Breach  of
      Agreement" (or a term having a similar  meaning),  such  definition  shall
      apply as the definition of "Constructive  Termination" for purposes hereof
      in lieu of the  foregoing,  but only to the  extent  that such  definition
      provides the Participant with greater rights.  A Constructive  Termination
      shall be  communicated  by written notice to the  Committee,  and shall be
      deemed to occur on the date such  notice is  delivered  to the  Committee,
      unless the circumstances  giving rise to the Constructive  Termination are
      cured within five (5) days of such notice.

            (d) Triggering  Event. For purposes of this Section 9, a "Triggering
      Event" shall mean (i) the  termination  of Service of a Participant by the
      Company or an Affiliate (or any successor  thereof)  other than on account
      of death,  Disability  or Cause,  (ii) the  occurrence  of a  Constructive
      Termination or (iii) any failure by the Company (or a successor entity) to
      assume,  replace,  convert or otherwise  continue any Award in  connection
      with the Change in Control  (or  another  corporate  transaction  or other
      change  effecting  the Common  Stock) on the same terms and  conditions as
      applied  immediately  prior  to such  transaction,  except  for  equitable
      adjustments to reflect changes in the Common Stock pursuant to Section 4.2
      hereof.

      9.3  Excise Tax Limit.  In the event that the  vesting of Awards  together
with all other payments and the value of any benefit  received or to be received
by a Participant  would result in all or a portion of such payment being subject
to the excise tax under Section 4999 of the Code, then the Participant's payment
shall be either  (i) the full  payment  or (ii) such  lesser  amount  that would
result in no portion of the payment  being  subject to excise tax under  Section
4999 of the Code (the "Excise Tax"), whichever of the foregoing amounts,  taking
into account the applicable  Federal,  state, and local employment taxes, income
taxes,  and the Excise  Tax,  results in the receipt by the  Participant,  on an
after-tax basis, of the greatest amount of the payment  notwithstanding that all
or some  portion of the payment may be taxable  under  Section 4999 of the Code.
All  determinations  required  to be made under this  Section 9 shall be made by
Malone &  Bailey,  PLLC or any  other  accounting  firm  which is the  Company's
outside auditor  immediately prior to the event triggering the payments that are
subject to the Excise Tax (the "Accounting  Firm").  The Company shall cause the
Accounting   Firm  to   provide   detailed   supporting   calculations   of  its
determinations to the Company and the Participant.  All fees and expenses of the
Accounting  Firm shall be borne solely by the  Company.  The  Accounting  Firm's
determinations  must be made with substantial  authority  (within the meaning of
Section 6662 of the Code).  For the purposes of all  calculations  under Section
280G of the Code and the application of this Section 9.3, all  determinations as
to present value shall be made using 120 percent of the applicable  Federal rate
(determined  under Section 1274(d) of the Code) compounded  semiannually,  as in
effect on December 30, 2004.


                                  PAGE 8 OF 12
<PAGE>

      10. FORFEIRTURE EVENTS.

      10.1 General.  The Committee may specify in an Award Agreement at the time
of the Award that the Participant's  rights,  payments and benefits with respect
to  an  Award  shall  be  subject  to  reduction,  cancellation,  forfeiture  or
recoupment upon the occurrence of certain  specified  events, in addition to any
otherwise applicable vesting or performance  conditions of an Award. Such events
shall  include,  but shall not be limited to,  termination of Service for cause,
violation   of   material   Company   policies,    breach   of   noncompetition,
confidentiality   or  other   restrictive   covenants  that  may  apply  to  the
Participant,  or other conduct by the  Participant  that is  detrimental  to the
business or reputation of the Company.

      10.2 Termination for Cause. Unless otherwise provided by the Committee and
set forth in an Award Agreement, if a Participant's  employment with the Company
or any  Affiliate  shall be terminated  for cause,  the Company may, in its sole
discretion,  immediately  terminate  such  Participant's  right  to any  further
payments,  vesting or exercisability  with respect to any Award in its entirety.
In the event a Participant is party to an employment (or similar) agreement with
the Company or any  Affiliate  that defines the term  "cause,"  such  definition
shall  apply for  purposes  of the Plan.  The  Company  shall  have the power to
determine  whether the  Participant  has been  terminated for cause and the date
upon which such termination for cause occurs.  Any such  determination  shall be
final, conclusive and binding upon the Participant.  In addition, if the Company
shall  reasonably  determine  that a  Participant  has  committed  or  may  have
committed any act which could  constitute  the basis for a  termination  of such
Participant's  employment for cause,  the Company may suspend the  Participant's
rights to  exercise  any  option,  receive any payment or vest in any right with
respect to any Award  pending a  determination  by the Company of whether an act
has been  committed  which  could  constitute  the basis for a  termination  for
"cause" as provided in this Section 10.2.

      11. GENERAL PROVISIONS.

      11.1 Award Agreement.  To the extent deemed necessary by the Committee, an
Award under the Plan shall be  evidenced  by an Award  Agreement in a written or
electronic form approved by the Committee  setting forth the number of shares of
Common Stock or units subject to the Award,  the exercise price,  base price, or
purchase  price of the Award,  the time or times at which an Award  will  become
vested,  exercisable or payable and the term of the Award.  The Award  Agreement
may also set  forth the  effect  on an Award of  termination  of  Service  under
certain circumstances.  The Award Agreement shall be subject to and incorporate,
by reference or otherwise,  all of the  applicable  terms and  conditions of the
Plan, and may also set forth other terms and conditions  applicable to the Award
as determined  by the Committee  consistent  with the  limitations  of the Plan.
Award Agreements evidencing Incentive Stock Options shall contain such terms and
conditions as may be necessary to meet the applicable  provisions of Section 422
of the Code.  The grant of an Award  under the Plan  shall not confer any rights
upon the  Participant  holding such Award other than such terms,  and subject to
such  conditions,  as are specified in the Plan as being applicable to such type
of  Award  (or to all  Awards)  or as  are  expressly  set  forth  in the  Award
Agreement. The Committee need not require the execution of an Award Agreement by
a Participant,  in which case,  acceptance of the Award by the Participant shall
constitute agreement by the Participant to the terms,  conditions,  restrictions
and  limitations  set forth in the Plan and the Award  Agreement  as well as the
administrative guidelines of the Company in effect from time to time.

      11.2 No  Assignment  or  Transfer;  Beneficiaries.  Except as  provided in
Section  6.7  hereof,   Awards  under  the  Plan  shall  not  be  assignable  or
transferable  by the  Participant,  except by will or by the laws of descent and
distribution, and shall not be subject in any manner to assignment,  alienation,
pledge, encumbrance or charge.  Notwithstanding the foregoing, the Committee may
provide in the terms of an Award Agreement that the  Participant  shall have the
right to designate a beneficiary or  beneficiaries  who shall be entitled to any
rights,  payments  or other  benefits  specified  under an Award  following  the
Participant's  death.  During the lifetime of a  Participant,  an Award shall be
exercised  only by such  Participant  or such  Participant's  guardian  or legal
representative.  In the  event of a  Participant's  death,  an Award  may to the
extent  permitted  by the Award  Agreement  be  exercised  by the  Participant's
beneficiary  as designated by the  Participant  in the manner  prescribed by the
Committee or, in the absence of an authorized  beneficiary  designation,  by the
legatee  of such  Award  under the  Participant's  will or by the  Participant's
estate in  accordance  with the  Participant's  will or the laws of descent  and
distribution,  in each case in the same  manner and to the same extent that such
Award was exercisable by the Participant on the date of the Participant's death.


                                  PAGE 9 OF 12
<PAGE>

      11.3 Deferrals of Payment.  The Committee may in its  discretion  permit a
Participant  to defer the  receipt of payment of cash or  delivery  of shares of
Common  Stock that would  otherwise be due to the  Participant  by virtue of the
exercise  of a right or the  satisfaction  of vesting or other  conditions  with
respect to an Award.  If any such deferral is to be permitted by the  Committee,
the Committee shall establish rules and procedures  relating to such deferral in
a manner  intended to comply with the  requirements of Section 409A of the Code,
including,  without limitation,  the time when an election to defer may be made,
the time period of the  deferral  and the events that would result in payment of
the deferred amount, the interest or other earnings attributable to the deferral
and the method of funding, if any, attributable to the deferred amount.

      11.4 Rights as Stockholder. A Participant shall have no rights as a holder
of shares of Common Stock with respect to any unissued  securities covered by an
Award  until  the date the  Participant  becomes  the  holder  of record of such
securities.  Except as provided in Section 4.2 hereof,  no  adjustment  or other
provision shall be made for dividends or other stockholder rights, except to the
extent  that the Award  Agreement  provides  for  dividend  payments or dividend
equivalent rights.

      11.5 Employment or Service. Nothing in the Plan, in the grant of any Award
or in any Award  Agreement  shall confer upon any  Eligible  Person any right to
continue in the Service of the Company or any of its Affiliates, or interfere in
any way with the right of the Company or any of its  Affiliates to terminate the
Participant's  employment  or other service  relationship  for any reason at any
time.

      11.6  Securities  Laws.  No  shares  of  Common  Stock  will be  issued or
transferred   pursuant  to  an  Award  unless  and  until  all  then  applicable
requirements  imposed by Federal and state  securities and other laws, rules and
regulations  and by any  regulatory  agencies  having  jurisdiction,  and by any
exchanges  upon which the shares of Common Stock may be listed,  have been fully
met. As a condition precedent to the issuance of shares pursuant to the grant or
exercise  of an Award,  the Company  may  require  the  Participant  to take any
reasonable  action to meet such  requirements.  The  Committee  may impose  such
conditions on any shares of Common Stock  issuable under the Plan as it may deem
advisable, including, without limitation,  restrictions under the Securities Act
of 1933,  as amended,  under the  requirements  of any exchange  upon which such
shares  of the same  class  are then  listed,  and  under  any blue sky or other
securities  laws  applicable to such shares.  The Committee may also require the
Participant  to represent  and warrant at the time of issuance or transfer  that
the shares of Common Stock are being acquired only for  investment  purposes and
without any current intention to sell or distribute such shares.

      11.7 Tax Withholding.  The Participant shall be responsible for payment of
any taxes or similar charges  required by law to be withheld from an Award or an
amount paid in satisfaction of an Award,  which shall be paid by the Participant
on or prior to the  payment  or other  event that  results in taxable  income in
respect of an Award.  The Award  Agreement  may  specify the manner in which the
withholding obligation shall be satisfied with respect to the particular type of
Award.

      11.8 Unfunded Plan. The adoption of the Plan and any reservation of shares
of Common  Stock or cash  amounts by the Company to  discharge  its  obligations
hereunder  shall not be deemed  to create a trust or other  funded  arrangement.
Except upon the issuance of Common Stock  pursuant to an Award,  any rights of a
Participant under the Plan shall be those of a general unsecured creditor of the
Company, and neither a Participant nor the Participant's  permitted  transferees
or estate  shall have any other  interest in any assets of the Company by virtue
of the Plan.  Notwithstanding the foregoing, the Company shall have the right to
implement  or set aside funds in a grantor  trust,  subject to the claims of the
Company's creditors or otherwise, to discharge its obligations under the Plan.

      11.9 Other  Compensation and Benefit Plans. The adoption of the Plan shall
not affect any other share incentive or other  compensation  plans in effect for
the Company or any  Affiliate,  nor shall the Plan  preclude  the  Company  from
establishing any other forms of share incentive or other compensation or benefit
program  for  employees  of the  Company  or any  Affiliate.  The  amount of any
compensation  deemed to be received by a Participant  pursuant to an Award shall
not constitute includable compensation for purposes of determining the amount of
benefits to which a  Participant  is entitled  under any other  compensation  or
benefit  plan or program  of the  Company or an  Affiliate,  including,  without
limitation,  under any pension or severance  benefits plan, except to the extent
specifically provided by the terms of any such plan.

                                  PAGE 10 OF 12
<PAGE>

      11.10 Plan  Binding  on  Transferees.  The Plan shall be binding  upon the
Company,  its transferees and assigns,  and the Participant,  the  Participant's
executor, administrator and permitted transferees and beneficiaries.

      11.11  Severability.  If any provision of the Plan or any Award  Agreement
shall be  determined to be illegal or  unenforceable  by any court of law in any
jurisdiction, the remaining provisions hereof and thereof shall be severable and
enforceable  in accordance  with their terms,  and all  provisions  shall remain
enforceable in any other jurisdiction.

      11.12 Foreign Jurisdictions.  The Committee may adopt, amend and terminate
such arrangements and grant such Awards, not inconsistent with the intent of the
Plan, as it may deem necessary or desirable to comply with any tax,  securities,
regulatory or other laws of other  jurisdictions with respect to Awards that may
be subject to such laws.  The terms and  conditions of such Awards may vary from
the terms and conditions  that would otherwise be required by the Plan solely to
the extent the Committee deems necessary for such purpose.  Moreover,  the Board
may approve such  supplements  to or  amendments,  restatements  or  alternative
versions of the Plan,  not  inconsistent  with the intent of the Plan, as it may
consider  necessary or appropriate for such purposes,  without thereby affecting
the terms of the Plan as in effect for any other purpose.

      11.13 Substitute  Awards in Corporate  Transactions.  Nothing contained in
the Plan shall be construed to limit the right of the  Committee to grant Awards
under the Plan in connection with the acquisition,  whether by purchase, merger,
consolidation or other corporate  transaction,  of the business or assets of any
corporation or other entity.  Without limiting the foregoing,  the Committee may
grant  Awards  under the Plan to an employee or director of another  corporation
who becomes an Eligible  Person by reason of any such  corporate  transaction in
substitution for awards previously granted by such corporation or entity to such
person.  The terms and  conditions  of the  substitute  Awards may vary from the
terms and conditions  that would otherwise be required by the Plan solely to the
extent the Committee deems necessary for such purpose.

      11.14 Governing Law. The Plan and all rights hereunder shall be subject to
and  interpreted  in accordance  with the laws of the State of Florida,  without
reference to the  principles  of conflicts of laws,  and to  applicable  Federal
securities laws.

      11.15 Financial  Statements.  All Participants shall receive the financial
statements of the Company at least annually.


      11.16  Performance  Based  Awards.   For  purposes  of  Stock  Awards  and
Restricted  Stock Awards  granted under the Plan that are intended to qualify as
"performance-based"  compensation  under Section 162(m) of the Code, such Awards
shall be granted to the extent  necessary to satisfy the requirements of Section
162(m) of the Code.

      11.17 Stockholder Approval.  The Plan must be approved by the stockholders
by a majority of all shares entitled to vote within twelve (12) months after the
date the Plan was adopted by the Board.  Any  Incentive  Stock  Options  granted
before  stockholder  approval is obtained shall be converted  into  Nonqualified
Stock Options if stockholder  approval is not obtained within twelve (12) months
before or after the Plan was adopted.

      12. EFFECTIVE DATE; AMENDMENT AND TERMINATION.

      12.1  Effective  Date.  The Plan  shall  become  effective  following  its
adoption  by the  Board.  The term of the Plan  shall be ten (10) years from the
date of adoption by the Board, subject to Section 12.3 hereof.

      12.2 Amendment. The Board may at any time and from time to time and in any
respect,  amend or modify  the Plan.  The  Board  may seek the  approval  of any
amendment or modification  by the Company's  stockholders to the extent it deems
necessary or advisable in its discretion for purposes of compliance with Section
162(m) or Section 422 of the Code, or exchange or  securities  market or for any
other purpose.  No amendment or modification of the Plan shall adversely  affect
any Award  theretofore  granted  without the consent of the  Participant  or the
permitted transferee of the Award.


                                  PAGE 11 OF 12
<PAGE>

      12.3 Termination. The Plan shall terminate on the tenth anniversary of the
date of its adoption by the Board.  The Board may, in its  discretion and at any
earlier date, terminate the Plan.  Notwithstanding the foregoing, no termination
of the Plan shall  adversely  affect any Award  theretofore  granted without the
consent of the Participant or the permitted transferee of the Award.


                                  PAGE 12 OF 12