ARROW CAPITAL GROUP, INC.

                      2000 EMPLOYEE STOCK COMPENSATION PLAN

         1.       Purpose of the Plan.
                  --------------------
         This 2000  Employee  Stock  Compensation  Plan  ("Plan") is intended to
further the growth and advance the best interests of ARROW CAPITAL GROUP,  INC.,
a Nevada corporation ("Company"),  and any Affiliated Corporation, by supporting
and increasing the Company's ability to attract,  retain and compensate  persons
of  experience  and ability  and whose  services  are  considered  valuable,  to
encourage  the sense of  proprietorship  in such  persons,  and to stimulate the
active  interest of such persons in the  development  and success of the Company
and any Affiliate Corporation. This Plan provides for stock compensation through
the award of the Company's Common Stock.

         2.       Definitions.
                  ------------
         Whenever  used in this Plan,  except  where the context  might  clearly
indicate  otherwise,  the  following  terms shall have the meanings set forth in
this section:

         (a) "Act" means the U.S. Securities Act of 1933, as amended.

         (b)  "Affiliated  Corporation"  means any Parent or  Subsidiary  of the
Company.

         (c)  "Award"  or "grant"  means any grant or sale of Common  Stock made
under this Plan.

         (d) "Board of  Directors"  means the Board of Directors of the Company.
The term "Committee" is defined in Section 4 of this Plan.

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

         (f) "Common Stock" or "Common Shares" means the common stock, $.001 par
value per share,  of the Company,  or in the event that the  outstanding  Common
Shares  are  hereafter  changed  into  or  exchanged  for  different  shares  or
securities of the Company, such other shares or securities.

         (g) "Date of Grant" means the day the Committee authorizes the grant of
Common Stock or such later date as may be specified by the Committee as the date
a particular award will become effective.

         (h) "Employee" means and includes the following persons:  (i) executive
officers,   officers  and  directors   (including  advisory  and  other  special
directors)  of the Company or an  Affiliated  Corporation;  (ii)  full-time  and
part-time employees of the Company or an Affiliated  Corporation;  (iii) natural
persons  engaged by the Company or an  Affiliated  Corporation  as a consultant,
advisor or agent; and (iv) a lawyer, law firm,  accountant or accounting firm or
other  professional or professional firm engaged by the Company or an Affiliated
Corporation.

         (i)  "Parent"  means any  corporation  owning  50% or more of the total
combined  voting  stock of all classes of the Company or of another  corporation
qualifying as a Parent within this definition.



                                      -1-
<PAGE>




         (j) "Participant" means an Employee to whom an Award of Plan Shares has
been made.

         (k)  "Plan  Shares"  means  shares of  Common  Stock  from time to time
subject to this Plan.

         (l)  "Subsidiary"  means a  corporation  more  than 50% of whose  total
combined  capital  stock of all  classes  is held by the  Company  or by another
corporation qualifying as a Subsidiary within this definition.

         3.       Effective Date of the Plan.
                  ---------------------------
     This  Plan  shall be  effective  as of  October  6,  2000,  the date of its
adoption by the Board,  and no ESO shall be granted  pursuant to this Plan after
its expiration. This Plan shall expire on October 6, 2010 except as to ESOs then
outstanding,  which  shall  remain in effect  until  they have  expired  or been
exercised.

         4.       Administration of the Plan.
                  --------------------------
     The ESC Compensation Committee of the Board of Directors ("Committee"), and
in default of the appointment or continued existence of such Committee the Board
of Directors,  will be responsible for the administration of this Plan, and will
have sole power to award Common  Shares under this Plan.  Subject to the express
provisions of this Plan,  the Committee  shall have full  authority and sole and
absolute  discretion to interpret  this Plan,  to  prescribe,  amend and rescind
rules and regulations relating to it, and to make all other determinations which
it believes  to be  necessary  or  advisable  in  administering  this Plan.  The
determination of those eligible to receive an award of Plan Shares shall rest in
the sole  discretion of the  Committee,  subject to the provisions of this Plan.
Awards  of Plan  Shares  may be  made as  compensation  for  services  rendered,
directly or in lieu of other compensation  payable, as a bonus in recognition of
past service or  performance  or may be sold to an Employee as herein  provided.
The  Committee  may correct any defect,  supply any  omission or  reconcile  any
inconsistency  in this Plan in such  manner  and to such  extent  it shall  deem
necessary to carry it into effect.  Any decision  made, or action taken,  by the
Committee  arising  out  of  or  in  connection  with  the   interpretation  and
administration of this Plan shall be final and conclusive.

         5.       Stock Subject to the Plan.
                  --------------------------
     The maximum  number of Plan Shares which may be awarded  under this Plan is
1,500,000 shares.

         6.       Persons Eligible to Receive Awards.
                  ----------------------------------
     Awards may be granted only to Employees (as herein defined).

         7.       Grants or Awards of Plan Shares.
                  -------------------------------
         Except as otherwise  provided herein, the Committee shall have complete
discretion  to  determine  when and to which  Employees  Plan  Shares  are to be
granted,  and the number of Plan Shares to be awarded to each Employee.  A grant
to an Employee may be made for cash,  property,  services rendered or other form
of payment  constituting lawful  consideration under applicable law; Plan Shares
awarded other than for services rendered shall be sold at not less than the fair
value thereof on the date of grant.


                                      -2-
<PAGE>



No grant will be made if, in the judgment of the  Committee,  such a grant would
constitute  a public  distribution  with the meaning of the Act or the rules and
regulations promulgated thereunder.

         8.       Delivery of Stock Certificates.
                  ------------------------------
         As promptly as practicable  after  authorizing an award of Plan Shares,
the Company  shall  deliver to the person who is the  recipient of the award,  a
certificate or certificates  registered in that person's name,  representing the
number of Plan  Shares  that were  granted.  Unless  the Plan  Shares  have been
registered under the Act, each  certificate  evidencing Plan Shares shall bear a
legend to indicate that such shares  represented by the certificate  were issued
in a transaction which was not registered under the Act, and may only be sold or
transferred in a transaction  that is registered under the Act or is exempt from
the registration  requirements of the Act. In the absence of registration  under
the Act,  any person  awarded Plan Shares may be required to execute and deliver
to the Company an investment  letter,  satisfactory in form and substance to the
Company,  prior to issuance  and  delivery  of the shares.  An award may be made
under this Plan  wherein the Plan  Shares may be issued only after  registration
under the Act.

         9.       Assignability.
                  --------------
         An award of Plan Shares may not be assigned. Plan Shares themselves may
be assigned only after such shares have been awarded, issued and delivered,  and
only in accordance with law and any transfer restrictions imposed at the time of
award.

         10.      Employment not Conferred.
                  -----------------------
         Nothing in this Plan or in the award of Plan Shares  shall  confer upon
any  Employee  the right to continue in the employ of the Company or  Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful rights
of the Company or any  Affiliated  Corporation  to discharge any Employee at any
time for any reason whatsoever, with or without cause.

         11.      Laws and Regulations.
                  --------------------
         The  obligation  of the  Company  to  issue  and  deliver  Plan  Shares
following  an award under this Plan shall be subject to the  condition  that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any other applicable laws, rules or regulations.

         12.      Withholding of Taxes.
                  -------------------
         If  subject  to   withholding   tax,  the  Company  or  any  Affiliated
Corporation  may require that the Employee  concurrently  pay to the Company the
entire  amount  or a portion  of any  taxes  which  the  Company  or  Affiliated
Corporation  is required to withhold by reason of granting Plan Shares,  in such
amount as the Company or Affiliated Corporation in its discretion may determine.
In lieu of part or all of any such  payment,  the Employee may elect to have the
Company or Affiliated Corporation withhold from the Plan Shares issued hereunder
a sufficient number of shares to satisfy withholding obligations. If the Company
or  Affiliated  Corporation  becomes  required to pay  withholding  taxes to any
federal,  state or other  taxing  authority  as a result of the granting of Plan
Shares, and the Employee fails to provide the



                                      -3-
<PAGE>




Company  or  Affiliated  Corporation  with  the  funds  with  which  to pay that
withholding tax, the Company or Affiliated Corporation may withhold up to 50% of
each  payment of salary or bonus to the  Employee  (which will be in addition to
any  required  or  permitted  withholding),  until  the  Company  or  Affiliated
Corporation has been  reimbursed for the entire  withholding tax it was required
to pay in respect of the award of Plan Shares.

         13.      Reservation of Shares.
                  ---------------------
         The  stock  subject  to this  Plan  shall,  at all  times,  consist  of
authorized  but unissued  Common Shares,  or previously  issued shares of Common
Stock  reacquired or held by the Company or an Affiliated  Corporation  equal to
the  maximum  number of shares the Company may be required to issue as stated in
Section 5 of this Plan,  and such number of Common Shares hereby is reserved for
such purpose.  The  Committee may decrease the number of shares  subject to this
Plan,  but only the Board of  Directors  my increase  such  number,  except as a
consequence  of a  stock  split  or  other  reorganization  or  recapitalization
affecting all Common Shares.

         14.      Amendment and Termination of the Plan.
                  -------------------------------------
         The  Committee  may suspend or terminate  this Plan at any time or from
time to time, but no such action shall  adversely  affect the rights of a person
granted an Award under this Plan prior to that date. Otherwise,  this Plan shall
terminate on the earlier of the  terminal  date stated in Section 3 of this Plan
or the date when all Plan  Shares have been  issued.  The  Committee  shall have
absolute  discretion  to amend  this  Plan,  subject  only to those  limitations
expressly set forth herein;  however,  the Committee  shall have no authority to
extend the term of this Plan,  to increase the number of Plan Shares  subject to
award  under  this Plan or to amend the  definition  of  "Employee"  to  include
executive officers or directors of the Company or any Affiliated Corporation.

         15.      Delivery of Plan.
                  -----------------
         A copy or  synopsis  (for  which  copy the  prospectus  will  serve) or
description  of this Plan shall be delivered to every person to whom an award of
Plan Shares is made.  The  Secretary of the Company may, but is not required to,
also  deliver  a  copy  of  the  resolution  or  resolutions  of  the  Committee
authorizing the award.

         16.      Liability.
                  ----------
         No  member  of the  Board of  Directors,  the  Committee  or any  other
committee of directors,  or officers,  employees or agents of the Company or any
Affiliated  Corporation shall be personally  liable for any action,  omission or
determination made in good faith in connection with this Plan.

         17.      Miscellaneous Provisions.
                  ------------------------
         The  place of  administration  of this  Plan  shall be in the  State of
Nevada (or subsequently,  wherever the Company's principal executive offices are
located), and the validity, construction, interpretation and effect of this Plan
and of its rules,  regulations  and rights  relating to it, shall be  determined
solely in  accordance  with the laws of the State of  Nevada.  Without  amending
thisPlan,  the  Committee  may issue Plan Shares to employees of the Company who
are foreign  nationals or employed  outside the United States,  or both, on such
terms and conditions  different from those specified in this Plan but consistent
with the purpose of this Plan,  as it deems  necessary  and  desirable to create
equitable  opportunities  given differences in tax laws in other countries.  All
expenses of  administering  this Plan and issuing  Plan Shares shall be borne by
the Company.



                                      -4-
<PAGE>

         18.      Reorganizations and Recapitalizations of the Company.
                  -----------------------------------------------------
         (a) The shares of Common  Stock  subject to this Plan are shares of the
Common  Stock of the Company as currently  constituted.  If, and  whenever,  the
Company shall effect a subdivision or  consolidation  of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split, combination
of  shares  (reverse  stock  split) or  recapitalization  or other  increase  or
reduction  of the  number of  shares of the  Common  Stock  outstanding  without
receiving compensation therefor in money, services or property,  then the number
of shares  of Common  Stock  subject  to this Plan  shall (i) in the event of an
increase in the number of outstanding shares, be proportionately  increased; and
(ii) in the  event of a  reduction  in the  number  of  outstanding  shares,  be
proportionately reduced.

         (b) Except as  expressly  provided  above,  the  Company's  issuance of
shares of Common Stock of any class,  or securities  convertible  into shares of
Common  Stock of any  class,  for cash or  property,  or for labor or  services,
either upon direct sale or upon the  exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into or exchangeable for shares of Common Stock or other  securities,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number of shares of Common Stock subject to this Plan.

By signature below, the undersigned  officers of the Company hereby certify that
the foregoing is a true and correct copy of the 2000 Employee Stock Compensation
Plan of the Company.

DATED:   October 6, 2000

                                              ARROW CAPITAL GROUP, INC.

                                              ----------------------
                                              James Season, President


                                              -------------------------
                                              Juan P. Martin, Secretary


                                      -5-
<PAGE>



                         CERTIFICATION OF PLAN ADOPTION

     I, the undersigned  Secretary of this corporation,  hereby certify that the
foregoing 2000 Employee Stock  Compensation  Plan of this  corporation  was duly
approved  by the  requisite  number of holders  of the  issued and  outstanding,
common stock of this corporation as of the below date.

Date of Approval:  October 6, 2000




(SEAL)
                                                       Juan P. Martin, Secretary


                                      -6-