Filed by Automated Filing Services Inc. (604) 609-0244 - K-Tronik International Corp. - Exhibit 10.1






 EXHIBIT 10.1

 LMC CAPITAL CORP.

  2001 STOCK INCENTIVE PLAN

  

 1. GENERAL PROVISIONS  

      1.1 Establishment and Purpose of Plan. 

      LMC Capital Corp., a Nevada
  corporation (the "Company") and its Subsidiaries which it may have from time
  to time (Company and such Subsidiaries are referred to herein as the "Company")
  hereby establishes a stock incentive plan to be known as the "LMC Capital Corp.
  2001 Stock Incentive Plan" (hereinafter referred to as the "Plan"), as set forth
  in this document. The Plan is intended to allow designated officers and employees
  (all of whom are sometimes collectively referred to herein as "Employees") of
  to receive certain options ("Stock Options") to purchase the Company's common
  stock , $0.001 par value ("Common Stock"), and to receive grants of Common Stock
  subject to certain restrictions ("Awards"). As used in this Plan, the term "Subsidiary"
  shall mean each corporation which is a "subsidiary corporation" of the Company
  within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
  amended ("Code"). The purpose of this Plan is to provide Employees with equity-based
  compensation incentives to make significant and extraordinary contributions
  to the long-term performance and growth of the Company, and to attract and retain
  Employees of exceptional ability. 

      Subject to approval by the Company's
  stockholders, the Plan shall become effective as of October 1, 2001 (the "Effective
  Date") and shall remain in effect as provided in Section 1.3 hereof. 

      1.2 Administration 

      1.2.1 The Plan shall be administered
  by the Board of Directors or by a Compensation Committee ("Committee") of, or
  appointed by, the Board of Directors of the Company ("Board"). Each member of
  the Committee shall be a "disinterested person" as that term in defined in Rule
  16b-3 promulgated by the Securities Exchange Commission ("Commission") pursuant
  to the Securities Exchange Act of 1934, as amended ("Exchange Act"), but no
  action of the Committee shall be invalid if this requirement is not met. The
  Committee shall select one of its members as Chairman and shall act by vote
  of majority of a quorum, or by unanimous written consent. A majority of its
  members shall constitute a quorum. The Committee shall be governed by the provisions
  of the Company's Bylaws and of Nevada law applicable to the Board, except as
  otherwise provided herein or determined by the Board. 

      1.2.2 The Board or Committee
  shall have full and complete authority, in its discretion, but subject to the
  express provisions of the Plan: to approve the Employees nominated by the management
  of the Company to be granted Awards or Stock Options; to determine the number
  of Awards or Stock Options to be granted to an Employee; to determine the time
  or times at which Awards or Stock Options shall be granted; to establish the
  terms and conditions upon which Awards or Stock Options may be exercised; to
  remove or adjust any restrictions 








 and conditions upon Awards or Stock Options; to specify, at
  the time of grant, provisions relating to exercisablity of Stock Options and
  to accelerate or otherwise modify the exercisability of any Stock Options; and
  to adopt such rules and regulations and to make all other determinations deemed
  necessary or desirable for the administration of the Plan. All interpretations
  and constructions of the Plan by the Board or Committee, and all of its actions
  hereunder, shall be binding and conclusive on all persons for all purposes.


      1.2.3 The Company hereby agrees
  to indemnify and hold harmless each Board or Committee member and each employee
  of the Company, and the estate and heirs of such Board or Committee member or
  employee, against all claims, liabilities, expenses, penalties, damages or other
  pecuniary losses, including legal fees, which such Board or Committee member
  or employee, his or her estate or heirs may suffer as a result of his or her
  responsibilities, obligations or duties in connection with the Plan, to the
  extent that insurance, if any, does not cover the payment of such items. No
  member of the Board or Committee shall be liable for any action or determination
  made in good faith with respect to the Plan or any Award or Stock Option granted
  pursuant to the Plan. 

      1.3 Eligibility and Participation. 

      Employees eligible under the
  Plan shall be approved by the Board or Committee from those Employees who, in
  the opinion of the management of the Company, are in positions which enable
  them to make significant and extraordinary contributions to the long-term performance
  and growth of the Company. In selecting Employees to whom Stock Options or Awards
  may be granted, consideration shall be given to factors such as employment position,
  duties and responsibilities, ability, productivity, length of service, morale,
  interest in the Company and recommendations of supervisors. No member of the
  Committee shall be eligible to participate under the Plan or under any other
  Company plan if such participation would contravene the standard of paragraph
  1.2.1 above relating to "disinterested persons". 

      1.4 Shares Subject to the Plan. 

      The maximum number of shares
  of Common Stock that may be issued pursuant to the Plan shall be one million
  (1,000,000) subject to the adjustment pursuant to the provisions of paragraph
  4.1. If shares of Common Stock awarded or issued under the Plan are reacquired
  by the Company due to a forfeiture or for any other reason, such shares shall
  be cancelled and thereafter shall again be available for purposes of the Plan.
  If a Stock Option expires, terminates or is cancelled for any reason without
  having been exercised in full, the shares of Common Stock not purchased thereunder
  shall again be available for purposes of the Plan. 

 2. PROVISIONS RELATING TO STOCK OPTIONS 

     2.1 Grants of Stock Options. 

      The Board or Committee may grant
  Stock Options in such amounts, at such times, and to such Employees nominated
  by the management of 








 the Company as the Board or Committee, in its discretion,
  may determine. Stock Options granted under the Plan shall constitute "incentive
  stock options" within the meaning of Section 422 of the Code, if so designated
  by the Board or Committee on the date of grant. The Board or Committee shall
  also have the discretion to grant Stock Options which do not constitute incentive
  stock options, and any such Stock Options shall be designated non-statutory
  stock options by the Board or Committee on the date of grant. The aggregate
  fair market value (determine as of the time an incentive stock option is granted)
  of the Common Stock with respect to which incentive stock options are exercisable
  for the first time by any Employee during any one calendar year (under all plans
  of the Company and any parent or Subsidiary of the Company) may not exceed a
  maximum amount permitted under Section 422 of the Code (currently one hundred
  thousand dollars ($100,000)). Non-statutory stock options shall not be subject
  to the limitations relating to incentive stock options contained in the preceding
  sentence. Each Stock Option shall be evidenced by a written agreement ("Option
  Agreement") in a form approved by the Board or Committee, which shall be executed
  on behalf of the Company and by the Employee to whom the Stock Option is granted,
  and which shall be executed on behalf of the Company and by the conditions of
  this Plan. In the discretion of the Board or Committee, Stock Options may include
  provisions (which need not be uniform), authorized by the Board or Committee
  in its discretion, that accelerate an Employee's rights to exercise Stock Options
  following a "Change in Control", upon termination of such Employee employment
  by the Company without "Cause" or by the Employee for "Good Reason", as such
  terms are defined in paragraph 3.1 hereof. The holder of a Stock Option shall
  not be entitled to the privileges of stock ownership as to any shares of Common
  Stock not actually issued to such holder. 

      2.2 Purchase Price. 

      The purchase price ("Exercise
  Price") of shares of Common Stock subject to each Stock Option ("Option Shares")
  shall equal to at least the market price of the Common Stock on the date of
  the grant, less any discount as deemed appropriate by the Board or the Committee.


      2.3 Option Period. 

      The Stock Option period ("Term")
  shall commence on the date of grant of the Stock Option and shall be ten years
  or such shorter period as determined by the Board or Committee. Each Stock Option
  shall provide that it is exercisable over its term in such periodic installments
  as the Board or Committee in its sole discretion may determine. Such provisions
  need not be uniform. Notwithstanding the foregoing, but subject to the provisions
  of paragraphs 1.2.2 and 2.1, Stock Options granted to Employees who are subject
  to the reporting requirements of Section 16(a) of the Exchange Act ("Section
  16 Reporting Persons") shall not be exercisable until at least six months and
  one day from the date the Stock Option is granted. 

      2.4 Exercise of Options. 

      2.4.1 Each Stock Option may
  be exercised in whole or in part (but not as to fractional shares) by delivering
  it for surrender or 








 endorsement to the Company, attention of the Corporate Secretary,
  at the principal office of the Company, together with payment of the Exercise
  Price and an executed Notice and Agreement of Exercise in the form prescribed
  by paragraph 2.4.2. Payment may be made (i) in cash, (ii) by cashier's or certified
  cheque, (iii) by surrender of previously owned shares of the Company's Common
  Stock valued pursuant to paragraph 2.2 (if the Board or Committee authorizes
  payment in stock in its discretion), (iv) by withholding from the Option Shares
  which would otherwise be issuable upon the exercise of the Stock Option that
  number of Option Shares equal to the exercise price of the Stock Options, if
  such withholding is authorized by the Board or Committee in its discretion,
  or (v) in the discretion of the Board or Committee, by the delivery to the Company
  of the optionee's promissory note secured by the Option Shares, bearing interest
  at a rate sufficient to prevent the imputation of interest under Sections 483
  or 1274 of the Code, and having such other terms and conditions as may be satisfactorily
  to the Board or Committee. 

      2.4.2 Exercise of each Stock
  Option is conditioned upon the agreement of the Employee to the terms and conditions
  of this Plan and of such Stock Option as evidenced by the Employee's executive
  and delivery of a Notice and Agreement of Exercise in a form to be determined
  by the Board or Committee in its discretion. Such Notice and Agreement of Exercise
  shall set forth the agreement of the Employee that: (a) no Option Shares will
  be sold or otherwise distributed in violation of the Securities Act of 1933,
  as amended ("Securities Act"), or any other applicable federal or state securities
  laws, (b) each Option Share certificate may be imprinted with legends reflecting
  any applicable federal and state securities law restrictions and conditions,
  (c) the Company may comply with said securities law restrictions and issue "stop
  transfer" instructions to its transfer agent and registrar without liability,
  (d) if the Employee is a Section 16 Reporting Person, the Employee will furnish
  to the Company a copy of each Form 4 or Form 5 filed by said Employee and will
  timely file all reports required under federal securities laws, and (e) the
  Employee will report all sales of Option Shares to the Company in writing on
  a form prescribed by the Company. 

      2.4.3 No Stock Option shall
  be exercisable unless and until any applicable registration or qualification
  requirements of federal and state securities laws, and all other legal requirements,
  have been fully complied with. The Company will use reasonable efforts to maintain
  the effectiveness of a Registration Statement under the Securities Act for the
  issuance of Stock Options and shares acquired thereunder, but there may be times
  when no such Registration Statement will be currently effective. The exercise
  of Stock Options may be temporarily suspended without liability to the Company
  during times when no such Registration Statement is currently effective, or
  during times when, in the reasonable opinion of the Board or Committee, such
  suspension is necessary to preclude violation of any requirements of applicable
  law or regulatory bodies having jurisdiction over the Company. If any Stock
  Option would expire for any reason except the end of its term during such a
  suspension, then if exercise of such Stock Option is duly tendered before its
  expiration, such Stock Option shall be exercisable and exercised (unless the
  attempted exercise is withdrawn) as of the first day after the end of such suspension.
  The Company shall have no 








 obligation to file any Registration Statement covering resales
  of Option Shares. 

      2.5 Continuous Employment. 

      Except as provided in paragraph
  2.7 below, an Employee may not exercise a Stock Option unless from the date
  of grant to the date of exercise such Employee remains continuously in the employ
  of the Company. For purposes of this paragraph 2.5, the period of continuous
  employment of an Employee with the Company shall be deemed to include (without
  extending the term of the Stock Option) any period during which such Employee
  is on leave of absence with the consent of the Company, provided that such leave
  of absence shall not exceed ninety (90) days and that such Employee returns
  to the employ of the Company at the expiration of such leave of absence. If
  such Employee fails to return to the employ of the Company at the expiration
  of such leave of absence, such Employee's employment with the Company shall
  be deemed terminated as of the date of such leave of absence commenced. The
  continuous employment of an Employee with the Company shall also be deemed to
  include any period during which such Employee is a member of the Armed Forces
  of the United States, provided such Employee returns to the employ of the Company
  within ninety (90) days (or such longer period as may be prescribed by law)
  form the date such Employee first becomes entitled to discharge, such Employee's
  employment with the Company shall be deemed to have terminated as of the date
  of such Employee's military service ended. 

      2.6 Restrictions on Transfer. 

      Each Stock Option granted under
  this Plan shall be transferable only by will or the laws of descent and distribution.
  No interest of any Employee under the Plan shall be subject to attachment, execution,
  garnishment, sequestration, the laws of bankruptcy or any other legal or equitable
  process. Each Stock Option granted under this Plan shall be exercisable during
  an Employee's lifetime only by such Employee or by such Employee's legal representative.


      2.7 Termination of Employment. 

      2.7.1 Upon an Employee's Retirement,
  Disability (both terms being defined below) or death, (a) all Stock Options
  to the extend then presently exercisable shall remain in full force and effect
  and may be exercised pursuant to the provisions thereof, including expiration
  at the end of the fixed term thereof, and (b) unless otherwise provided by the
  Board or Committee, all Stock Options to the extent not then presently exercisable
  by such Employee shall terminate as of the date of such termination of employment
  and shall not be exercisable thereafter. 

      2.7.2 Upon the termination of
  the employment of an Employee with the Company for any reason other than the
  reasons set forth in paragraph 2.7.1 hereof, (a) all Stock Options to the extent
  then presently exercisable by such Employee shall remain exercisable only for
  a period of ninety (90) days after the date of such termination of employment
  (except that the ninety (90) day period shall be extended to twelve (12) months
  if the Employee shall die during such ninety (90) day period), and may be exercised
  pursuant to the 








 provisions thereof, including expiration at the end of the
  fixed term thereof, and (b) unless otherwise provided by the Board or Committee,
  all Stock Options to the extent not then presently exercisable by such Employee
  shall terminate as of the date of such termination of employment and shall not
  be exercisable thereafter. 

      2.7.3 For purposes of this Plan:

	(a)	     "Retirement" shall
        mean an Employee's retirement from the employ of the Company on or after
        the date on which such Employee attains the age of sixty-five (65) years;
        and

          

	(b)	     "Disability" shall
        mean total and permanent incapacity of an Employee, due to physical or
        legally established mental incompetence, to perform the usual duties of
        such Employee's employment with the Company, which disability shall be
        determined: (i) on medical evidence by a licensed physician designated
        by the Board or Committee, or (ii) on evidence that the Employee has become
        entitled to receive primary benefits as a disabled employee under the
        Social Security Act in effect on the date of such disability.



 3. PROVISIONS RELATING TO AWARDS 

     3.1 Grant of Awards. 

      Subject to the provisions of
  the Plan, the Board or Committee shall have full and complete authority, in
  its discretion, but subject to the express provisions of this Plan, to (i) grant
  Awards pursuant to the Plan, (ii) determine the number of shares of Common Stock
  subject to each Award ("Award Shares"), (iii) determine the terms and conditions
  (which need not be identical) of each Award, including the consideration (if
  any) to be paid by the Employee for such Common stock, which may, in the Board's
  or Committee's discretion, consist of a grant of shares of Common Stock subject
  to a restriction period (after which the restrictions shall lapse), which shall
  be a period commencing on the date the award is granted and ending on such date
  as the Board or Committee shall determine ("Restriction Period"). The Board
  or Committee may provide for the lapse of restrictions in installments, for
  acceleration of the lapse of restrictions upon the satisfaction of such performance,
  or other criteria or upon the occurrence of such events as the Board or Committee
  shall determine, and for the early expiration of the Restriction Period upon
  an Employee's death, Disability or Retirement as defined in paragraph 2.7.2,
  or following a Change of Control, upon termination of an Employee's employment
  by the Company without "Cause" or by the Employee for "Good Reason", as those
  terms are defined herein. 

      In addition to the above, any
  person who receives Award Shares may only sell shares of Common Stock pursuant
  to the volume and certain other limitations of Rule 144 under the Securities
  Act of 1933, as amended (the "Securities Act"), for a period of one (1) year
  or by complying with the registration requirements of the Securities Act; non-affiliates
  shall not be subject to such limitations after holding Common Stock for a period
  of two years. The volume, manner of sale and notice provisions of Rule 144 are
  applicable to any resale of Common Stock. In addition, Section 16 of the Exchange
  Act 





 

	may limit an affiliate's right
        to resell shares or impose reporting obligations upon any such resale.
        All such persons should consult the Company's counsel concerning their
        status as affiliates and the applicability of Rule 144 and Section 16
        before selling any Company Common Stock. An "affiliate" is generally defined
        under the Securities Act as an officer, director, ten percent (10%) shareholder,
        or other control person, including, in some cases, certain officers and
        directors of Subsidiaries.

           "Change of Control" shall
        be deemed to occur (a) on the date the Company first has actual knowledge
        that any person (as such term is used in Sections 13(d) and 14(d)(2) of
        the Exchange Act) ahs become the beneficial owner (as defined in Rule
        13(d)-3 under the Exchange Act), directly or indirectly, of securities
        of the Company representing forty percent (40%) or more of the combined
        voting power of the Company's then outstanding securities, or (b) on the
        date the shareholders of the Company approve (i) a merger of the Company
        with or into any other corporation in which the Company is not the surviving
        corporation or in which the Company survives as a subsidiary of another
        corporation, (ii) a consolidation of the Company with any other corporation,
        or (iii) the sale or disposition of all or substantially all of the Company's
        assets or a plan of complete liquidation.

            "Cause", when used with
        reference to termination of the employment of an Employee by the Company
        for "Cause", shall mean:

          

      

	(a)
   	     the Employee's
        continuing willful and material breach of his or her duties to the Company
        after he or she receives a demand from the Chief Executive of the Company
        specifying the manner in which he or she has willfully and materially
        breached such duties, other than any such failure resulting from Disability
        of the Employee or his or her resignation for "Good Reason", as defined
        herein; or

         

	(b)
   	the conviction of the Employee of a felony; or
  
	(c)
   	     the Employee's
        commission of fraud in the course of his or her employment with the Company,
        such as embezzlement or other material and intentional violation of law
        against the Company; or

         

	(d)
   	
             the Employee's gross misconduct causing
          material harm to the Company.

            

        

	     "Good Reason" shall
      mean any one or more of the following, occurring following or in connection
      with a Change of Control and within 90 days prior to the Employee's resignation,
      unless the Employee shall have consented thereto in writing:
  
	(a)
   	     the assignment
        to the Employee of duties inconsistent with his or her executive status
        prior to the Change of Control or a substantive change in the officers
        to whom he or she reports from the officer or officers to whom he or she
        reported immediately prior to the Change of Control; or

         

	(b)
   	     the elimination
        or reassignment of a majority of the duties and responsibilities that
        were assigned to the Employee immediately prior to the Change of Control;
        or

          









	(c) 	     a reduction by the Company
        in the Employee's annual base salary as in effect immediately prior to
        the Change of Control; or 

          

	(d) 	     the Company's requiring
        the Employee to be based outside a 35-mile radius from his or her place
        of employment immediately prior to the Change of Control, except for required
        travel on the Company's business to an extent substantially consistent
        with the Employee's business travel obligations immediately prior to the
        Change of Control; or 

          

	(e) 	      the failure of the Company
        to grant the Employee a performance bonus reasonably equivalent to the
        same percentage of salary the Employee normally received prior to the
        Change of Control, given comparable performance by the Company and the
        Employee; or 

          

	(f) 	      the failure of the Company
        to obtain a satisfactory Assumption Agreement (as defined in paragraph
        4.12 of the Plan) from a successor, or the failure of such successor to
        perform such Assumption Agreement. 

          



      3.2 Incentive Agreements. 

      Each Award granted under the
  Plan shall be evidenced by a written agreement (an "Incentive Agreement") in
  a form approve by the Board or Committee and executed by the Company and the
  Employee to whom the Award is granted. Each Incentive Agreement shall be subject
  to the terms and conditions of the Plan and other such terms and conditions
  as the Board or Committee may specify. 

      3.3 Waiver of Restrictions.


      The Board or Committee may modify
  or amend any Award under the Plan or waive any restrictions or conditions applicable
  to such Awards; provided, however, that the Board or Committee may not undertake
  any such modifications, amendments or waivers in the effect thereof materially
  increases the benefits to any Employee, or adversely affects the rights of any
  Employee without his or her consent. 

      3.4 Terms and Conditions of Awards. 

      3.4.1 Upon receipt of an Award
  of shares of Common Stock under the Plan, even during the Restriction Period,
  an Employee shall be the holder of record of the shares and shall have all the
  rights of a shareholder with respect to such shares, subject to the terms and
  conditions of the Plan and the Award. 

      3.4.2 Except as otherwise provided
  in this paragraph 3.4, no shares of Common Stock received pursuant to the Plan
  shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed
  of during the Restriction Period applicable to such shares. Any purported disposition
  of such Common Stock in violation of this paragraph 3.4.2 shall be null and
  void. 

      3.4.3 If an Employee's employment
  with the Company terminates prior to the expiration of the Restricted Period
  for an 








 Award, subject to any provisions of the Award with respect
  to the Employee's death, Disability or Retirement, or Change of Control, all
  shares of Common Stock subject to the Award shall be immediately forfeited by
  the Employee and reacquired by the Company, and the Employee shall have no further
  rights with respect to the Award. In the discretion of the Board or Committee,
  an Incentive Agreement may provide that, upon the forfeiture by the Employee
  and reacquired by the Company, and the Employee shall have no further rights
  with respect to the Award. In the discretion of the Board of Committee, and
  Incentive Agreement may provide that, upon the forfeiture by an Employee of
  Award Shares, the Company shall repay to the Employee the consideration (if
  any) which the Employee paid for the Award. In the discretion of the Board or
  Committee, an Incentive Agreement may also provide that such repayment shall
  include an interest factor on such consideration from the date of the grant
  of the Award to the date of such repayment. 

      3.4.4 The Board or Committee
  may require under such terms and conditions as it deems appropriate or desirable
  that (i) the certificates for Common Stock delivered under the Plan are to be
  held in custody by the Company or a person or institution designated by the
  Company until the Restriction Period expires, (ii) such certificates shall bear
  a legend referring to the restrictions on the Common Stock pursuant to the Plan,
  and (iii) the Employee shall have delivered to the Company a stock power endorsed
  in blank relating to the Common Stock. 

 4. MISCELLANEOUS PROVISIONS  

      4.1 Adjustments Upon Change In Capitalization.


      4.1.1 The number and class of
  shares subject to each outstanding Stock Option, the Exercise Price thereof
  (but not the total price), the maximum number of Stock Options that may be granted
  under the Plan, the minimum number of shares as to which a Stock Option may
  be exercised at any one time, and the number and class of shares subject to
  each outstanding Award, shall be proportionately adjusted in the event of any
  increase or decrease in the number of the issued shares of Common Stock which
  results from a split-up or consolidation of shares, payment of a stock dividend
  or dividends exceeding a total of five percent (5%) for which the record dates
  occur in any one fiscal year, a recapitalization (other than the conversion
  of convertible securities according to their terms), a combination of shares
  or other like capital adjustment, so that (i) upon exercise of the Stock Option,
  the Employee shall receive the number and class of shares such Employee would
  have received had such Employee been the holder of the number of shares of Common
  Stock for which the Stock Option is being exercised upon the date of such change
  or increase or decrease in the number of issued shares of the Company, and (ii)
  upon the lapse of restrictions of the Award Shares, the Employee shall receive
  the number and class of shares such Employee would have received if the restrictions
  on the Award Shares had lapsed on the date of such change or increase or decrease
  in the number of issued shares of the Company. 

      4.1.2 Upon reorganization, merger
  or consolidation of the Company with one or more corporations as a result of
  which the 








 Company is not the surviving corporation or in which the Company
  survives as a wholly-owned subsidiary of another corporation, or upon a sale
  of all or substantially all of the property of the Company to another corporation,
  or any dividend or distribution to shareholders of more than ten percent (10%)
  of the Company's assets, adequate adjustment or other provisions shall be made
  by the Company or other party to such transaction so that there shall remain
  and/or be substituted for the Option Shares and Award Shares provided for herein,
  the shares, securities or assets which would have been issuable or payable in
  respect of or in exchange for such Option Shares and Award Shares then remaining,
  as if the Employee had been the owner of such shares as of the applicable date.
  Any securities so substituted shall be subject to similar successive adjustments.


      4.2 Withholding Taxes. 

      The Company shall have the right
  at the time of exercise of any Stock Option, the grant of an Award, or the lapse
  of restrictions on Award Shares, to make adequate provision for any federal,
  state, local or foreign taxes which it believes are or may be required by law
  to be withheld with respect to such exercise ("Tax Liability"), to ensure the
  payment of any such Tax Liability. The Company may provide for the payment of
  any Tax Liability by any of the following means or a combination of such means,
  as determined by the Board or Committee in its sole and absolute discretion
  in the particular case: (i) by requiring the Employee to tender a cash payment
  to the Company, (ii) by withholding from the Employee's salary, (iii) by withholding
  from the Option Shares which would otherwise be issuable upon exercise of the
  Stock Option, or from the Award Shares on their grant or date of lapse or restrictions,
  that number of Option Shares or Award Shares having an aggregate fair market
  value (determined in the manner prescribed by paragraph 2.2) as of the date
  the withholding tax obligation arises in an amount which is equal to the Employee's
  Tax Liability or (iv) by any other method deemed appropriate by the Board or
  Committee. Satisfaction of the Tax Liability of a Section 16 Reporting Person
  may be made by the method of payment specified in clause (iii) above only if
  the following two conditions are satisfied:

	(a) 	     the withholding of Option
        Shares or Award Shares and the exercise of the related Stock Option occur
        at least six months and one day following the date of grant of such Stock
        Option or Award; and 

          

	(b)	      the withholding of
        Option Shares or Award Shares is made either (i) pursuant to any irrevocable
        election ("Withholding Election") made by such Employee at least six (6)
        months in advance of the withholding of Option Shares or Award Shares,
        or (ii) on a day within a ten (10) day "window period" beginning on the
        third (3rd) business day following the date of release of the Company's
        quarterly or annual summary statement of sales and earnings. 

          



 Anything herein to the contrary notwithstanding, a Withholding
  Election may be disapproved by the Board or Committee at any time. 





      4.3 Relationship to Other Employee Benefit Plans.


     Stock Options and Awards granted
  hereunder shall not be deemed to be salary or other compensation to any Employee
  for purposes of any pension, thrift, profit-sharing, stock purchase or any other
  employee benefit plan now maintained or hereafter adopted by the Company. 

      4.4 Amendments and Termination. 

      The Board may at any time suspend,
  amend or terminate this Plan. No amendment, except as provided in paragraph
  2.8, or modification of this Plan may be adopted, except subject to stockholder
  approval, which would: (a) materially increase the benefits accruing to Employees
  under this Plan, (b) materially increase the number of securities which may
  be issued under this Plan (except for adjustments pursuant to paragraph 4.1
  hereof), or (c) materially modify the requirements as to eligibility for participation
  in the Plan. 

      4.5 Successors in Interest. 

      The provisions of this Plan
  and the actions of the Board or Committee shall be binding upon all heirs, successors
  and assigns of the Company and of the Employees. 

      4.6 Other Documents. 

      All documents prepared, executed
  or delivered in connection with this Plan (including, without limitation, Option
  Agreements and Incentive Agreements) shall be, in substance and form, as established
  and modified by the Board or Committee; provided, however, that all such documents
  shall be subject in every respect to the provisions of this Plan, and in the
  event of any conflict between the terms of any such document and this Plan,
  the provisions of this Plan shall prevail. 

      4.7 No Obligation to Continue Employment. 

      This Plan and grants hereunder
  shall not impose any obligation on the Company to continue to employ and Employee.
  Moreover, no provision of this Plan or any document executed or delivered pursuant
  to this Plan shall be deemed modified in any way by any employment contract
  between an Employee (or other employee) and the Company. 

      4.8 Misconduct of an Employee. 

      Notwithstanding any other provision
  of this Plan, if an Employee commits fraud or dishonesty toward the Company
  or wrongfully uses or discloses any trade secret, confidential data or other
  information proprietary to the Company, or intentionally takes any other action
  materially inimical to the best interests of the Company, as determined by the
  Board or Committee, in its sole and absolute discretion, such Employee shall
  forfeit all rights and benefits under this Plan. 

      4.9 Term of Plan. 

      This Plan was adopted by the
  Board effective October 1, 2001, pending shareholder approval. No Stock Options
  or Awards may be granted under this Plan after October 1, 2011. 






      4.10 Governing Law. 


     This Plan shall be construed in accordance with, and governed by, the laws of the State of Nevada.


      4.11 Shareholder Approval. 

      No Stock Option shall be exercisable,
  or Award granted, unless and until the shareholders of the Company have approved
  this Plan and all other legal requirements have been fully complied with. 

      4.12 Assumption Agreements. 

      The Company will require each
  successor, (direct or indirect, whether by purchase, merger, consolidation or
  otherwise), to all or substantially all of the business or assets of the Company,
  prior to the consummation of each such transaction, to assume and agree to perform
  the terms and provisions remaining to be performed by the Company under each
  Incentive Agreement and Stock Option and to preserve the benefits to the Employees
  thereunder. Such assumption and agreement shall be set forth in a written agreement
  in form and substance satisfactory to the Board or Committee (an "Assumption
  Agreement"), and shall include such adjustments, if any, in the application
  of the provisions of the Incentive Agreements and Stock Options and such additional
  benefits to the Employees. Without limiting the generality of the foregoing,
  the Board or Committee may require an Assumption Agreement to include satisfactory
  undertakings by a successor:

	(a)	      to provide liquidity
        to the Employees at the end of the Restriction Period applicable to Common
        Stock awarded to them under the Plan, or on the exercise of Stock Options;
        

          

	(b)	      if the succession
        occurs before the expiration of any period specified in the Incentive
        Agreements for satisfaction of performance criteria applicable to the
        Common Stock awarded thereunder, to refrain from interfering with the
        Company's ability to satisfy such performance criteria or to agree to
        modify such performance criteria and/or waive any criteria that cannot
        be satisfied as a result of the succession;

          

	(c)	      to require any future
        successor to enter into an Assumption Agreement; and 

          

	(d)	      to take or refrain
        from taking such other actions as the Board or Committee may require and
        approve, in its discretion. 

          



The Committee referred to in this paragraph 4.12 is the Committee
  appointed by the Board in office prior to the succession then under consideration.


      4.13 Compliance With Rule 16b-3.


      Transactions under the Plan
  are intended to comply with all applicable conditions of Rule 16b-3. To the
  extent that any provision of the Plan or action by the Board or Committee fails
  to so comply, it shall be deemed null and void, to the extent permitted by law
  and deemed advisable by the Board or Committee. 






 IN WITNESS WHEREOF, this Plan has been executed as of the 1st day of October,
  2001. 

 LMC CAPITAL CORP.

	By: 	/s/ Philip Cassis_____________
	 	Philip Cassis, President