BRIGHTCUBE, INC.

                           2001 EQUITY INCENTIVE PLAN


1.   PURPOSES

     (a)     ELIGIBLE  STOCK  AWARD RECIPIENTS.  The persons eligible to receive
Stock  Awards (as defined below) are the Employees (as defined below), Directors
(as  defined  below),  Officers  (as  defined below) and Consultants (as defined
below)  of  the  Company  and  its  Affiliates  (as  defined  below).

     (b)     AVAILABLE STOCK AWARDS.  The purpose of the Plan is to provide a
means  by  which eligible recipients of Stock Awards may be given an opportunity
to  benefit  from  increases  in  value  of  the Common Stock (as defined below)
through  the granting of the following Stock Awards: (i) Incentive Stock Options
(as  defined  below);  (ii) Nonstatutory Stock Options (as defined below); (iii)
stock  bonuses;  and  (iv)  rights  to  acquire  restricted  stock.

     (c)     GENERAL  PURPOSE.  The  Company,  by  means  of  the Plan, seeks to
retain the services of the group of persons eligible to receive Stock Awards, to
secure  and  retain  the  services  of  new members of this group and to provide
incentives  for  such  persons  to  exert maximum efforts for the success of the
Company  and  its  Affiliates  (as  defined  below).

2.   DEFINITIONS

     (a)     "AFFILIATE"  means any parent corporation or subsidiary corporation
of the Company, whether now or hereafter existing, as those terms are defined in
Sections  424(e)  and  (f),  respectively,  of  the  Code.

     (b)     "BOARD"  means  the  Board  of  Directors  of  the  Company.

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

     (d)     "COMMITTEE"  means a Committee appointed by the Board in accordance
with  subsection  3(c).

     (e)     "COMMON  STOCK"  means  the  Common  Stock, $.001 par value, of the
Company.

     (f)     "COMPANY"  means  BrightCube,  Inc.,  a  Nevada  corporation.

     (g)     "CONSULTANT" means any person, including an advisor, (i) engaged by
the Company or an Affiliate to render consulting or advisory services and who is
compensated  for such services or (ii) who is a member of the board of directors
of  an  Affiliate.  However,  the  term  "Consultant"  shall  not include either
Directors  of  the  Company  who  are  not  compensated by the Company for their
services  as  Directors  or  Directors  of  the  Company  who  are merely paid a
director's  fee  by  the  Company  for  their  services  as  Directors.

     (h)     "CONTINUOUS  SERVICE"  means  that  the  Participant's  service (as
defined  below)  with  the  Company  or  an  Affiliate,  whether as an Employee,
Director  or  Consultant,  is  not interrupted or terminated.  The Participant's
Continuous  Service  shall  not be deemed to have terminated merely because of a
change  in  the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity
for  which  the  Participant  renders  such  service,  provided that there is no
interruption  or  termination  of  the  Participant's  Continuous  Service.  For


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example,  a  change in status from an Employee of the Company to a Consultant of
an Affiliate or a Director of the Company will not constitute an interruption of
Continuous Service.  The Board or the chief executive officer of the Company, in
that  party's sole discretion, may determine whether Continuous Service shall be
considered  interrupted  in  the  case  of any leave of absence approved by that
party,  including  sick  leave,  military  leave  or  any  other personal leave.

     (i)     "COVERED  EMPLOYEE"  means the chief executive officer and the four
(4)  other  highest  compensated  officers  of  the  Company  for  whom  total
compensation  is  required to be reported to stockholders under the Exchange Act
(as  defined  below),  as determined for purposes of Section 162(m) of the Code.

     (j)     "DIRECTOR" means a member of the Board of Directors of the Company.

     (k)     "DISABILITY"  means  the permanent and total disability of a person
within  the  meaning  of  Section  22(e)(3)  of  the  Code.

     (l)     "EMPLOYEE"  means  any  person  employed  by  the  Company  or  an
Affiliate.  Mere  service  as  a  Director or payment of a director's fee by the
Company  or  an  Affiliate shall not be sufficient to constitute "employment" by
the  Company  or  an  Affiliate.

     (m)     "EXCHANGE  ACT"  means  the  Securities  Exchange  Act  of 1934, as
amended.

     (n)     "FAIR  MARKET VALUE" means, as of any date, the value of the Common
Stock  determined  as  follows:

          (i)     If  the  Common  Stock  is  listed  on  any  established stock
exchange  or traded on the Nasdaq National Market or the Nasdaq SmallCap Market,
the  Fair  Market  Value  of  a share of Common Stock shall be the closing sales
price  for  such stock (or the closing bid, if no sales were reported) as quoted
on  such  exchange or market (or the exchange or market with the greatest volume
of  trading in the Common Stock) on the last market trading day prior to the day
of determination, as reported in The Wall Street Journal or such other source as
the  Board  deems  reliable.

          (ii)    In the absence of such markets for the Common Stock, the Fair
Market  Value  shall  be  determined  in  good  faith  by  the  Board.


     (o)     "INCENTIVE  STOCK  OPTION"  means  an  Option  (as  defined  below)
intended  to  qualify as an incentive stock option within the meaning of Section
422  of  the  Code  and  the  regulations  promulgated  thereunder.

     (p)     "NON-EMPLOYEE  DIRECTOR" means a Director of the Company who either
(i)  is  not  a  current  Employee  or Officer of the Company or its parent or a
subsidiary,  does  not  receive  compensation  (directly or indirectly) from the
Company  or  its parent or a subsidiary for services rendered as a consultant or
in  any  capacity  other  than  as  a Director (except for an amount as to which
disclosure would not be required under Item 404(a) of Regulation S-K promulgated
pursuant to the Securities Act ("REGULATION S-K")), does not possess an interest
in  any  other  transaction  as to which disclosure would be required under Item
404(a)  of  Regulation  S-K  and is not engaged in a business relationship as to
which  disclosure would be required under Item 404(b) of Regulation S-K; or (ii)
is  otherwise  considered  a  "nonemployee director" for purposes of Rule 16b-3.


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     (q)     "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as  an  Incentive  Stock  Option.

     (r)     "OFFICER"  means  a  person who is an officer of the Company within
the  meaning  of  Section  16  of the Exchange Act and the rules and regulations
promulgated  thereunder.

     (S)     "OPTION"  means  an  Incentive Stock Option or a Nonstatutory Stock
Option  granted  pursuant  to  the  Plan.

     (t)     "OPTION  AGREEMENT"  means  a written agreement between the Company
and an Optionholder (as defined below) evidencing the terms and conditions of an
individual  Option  grant.  Each  Option Agreement shall be subject to the terms
and  conditions  of  the  Plan.

     (u)     "OPTIONHOLDER" means a person to whom an Option is granted pursuant
to  the  Plan  or,  if  applicable,  such  other person who holds an outstanding
Option.

     (v)     "OUTSIDE  DIRECTOR"  means a Director of the Company who either (i)
is  not a current employee of the Company or an "affiliated corporation" (within
the  meaning  of  Treasury  Regulations  promulgated under Section 162(m) of the
Code),  is  not  a former employee of the Company or an "affiliated corporation"
receiving  compensation  for  prior  services  (other than, benefits under a tax
qualified  pension  plan),  was  not an officer of the Company or an "affiliated
corporation"  at  any  time  and  is  not currently receiving direct or indirect
remuneration from the Company or an "affiliated corporation" for services in any
capacity  other  than  as a Director or (ii) is otherwise considered an "outside
director"  for  purposes  of  Section  162(m)  of  the  Code.

     (w)     "PARTICIPANT"  means  a  person  to  whom  a Stock Award is granted
pursuant  to  the  Plan  or,  if  applicable,  such  other  person  who holds an
outstanding  Stock  Award.

     (x)     "PLAN"  means  this  BrightCube,  Inc.  2001 Equity Incentive Plan.

     (y)     "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act or
any  successor  to  Rule  16b-3,  as  in  effect  from  time  to  time.

     (z)     "SECURITIES  ACT"  means  the  Securities  Act of 1933, as amended.

     (aa)     "STOCK AWARD" means any right granted under the Plan, including an
Option,  a  stock  bonus  and  a  right  to  acquire  restricted  stock.

     (bb)     "STOCK  AWARD  AGREEMENT"  means  a  written agreement between the
Company  and a holder of a Stock Award evidencing the terms and conditions of an
individual  Stock  Award  grant.  Each Stock Award Agreement shall be subject to
the  terms  and  conditions  of  the  Plan.

     (cc)     "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to
own  pursuant  to  Section  424(d)  of  the Code) stock possessing more than ten
percent  (10%) of the total combined voting power of all classes of stock of the
Company  or  of  any  of  its  Affiliates.

3.   ADMINISTRATION

     (a)     ADMINISTRATION  BY  BOARD.  The  Board  shall  administer  the Plan
unless  and until the Board delegates administration to a Committee, as provided
in  subsection  3(c).


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     (b)     POWERS  OF  BOARD.  The Board shall have the power, subject to, and
within  the  limitations  of,  the  express  provisions  of  the  Plan:

          (i)     To  determine  from time to time which of the persons eligible
under  the  Plan  shall  be  granted Stock Awards; when and how each Stock Award
shall  be  granted;  what  type or combination of types of Stock Awards shall be
granted;  the  provisions  of  each  Stock  Award  granted  (which  need  not be
identical),  including  the  time  or  times when a person shall be permitted to
receive  stock  pursuant to a Stock Award; and the number of shares with respect
to  which  a  Stock  Award  shall  be  granted  to  each  such  person.

          (ii)     To  construe  and interpret the Plan and Stock Awards granted
under  it,  and  to  establish,  amend  and revoke rules and regulations for its
administration.  The  Board,  in  the  exercise  of  this power, may correct any
defect,  omission  or inconsistency in the Plan or in any Stock Award Agreement,
in  a  manner and to the extent it shall deem necessary or expedient to make the
Plan  fully  effective.

          (iii)     To  amend  the  Plan or a Stock Award as provided in Section

          (iv)     Generally,  to  exercise such powers and to perform such acts
as  the  Board deems necessary or expedient to promote the best interests of the
Company  which  are  not  in  conflict  with  the  provisions  of  the  Plan.

     (c)     DELEGATION  TO  COMMITTEE.

          (i)     GENERAL.  The Board may delegate administration of the Plan to
a  Committee  or  Committees  of  one or more members of the Board, and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated.  If  administration  is delegated to a Committee, the Committee shall
have,  in connection with the administration of the Plan, the powers theretofore
possessed by the Board, including the power to delegate to a subcommittee any of
the  administrative  powers  the  Committee  is  authorized  to  exercise  (and
references  in  this  Plan  to the Board shall thereafter be to the Committee or
subcommittee),  subject, however, to such resolutions, not inconsistent with the
provisions  of  the Plan, as may be adopted from time to time by the Board.  The
Board  may  abolish  the  Committee  at  any  time  and  revest in the Board the
administration  of  the  Plan.

          (ii)     COMMITTEE  COMPOSITION  WHEN COMMON STOCK IS PUBLICLY TRADED.
At  such  time  as the Common Stock is publicly traded, in the discretion of the
Board,  a  Committee  may  consist  solely  of two or more Outside Directors, in
accordance  with  Section  162(m)  of  the  Code,  and/or  solely of two or more
Non-Employee Directors, in accordance with Rule 16b-3.  Within the scope of such
authority,  the Board or the Committee may (i) delegate to a committee of one or
more  members  of the Board who are not Outside Directors the authority to grant
Stock  Awards  to eligible persons who are either (A) not then Covered Employees
and  are  not  expected  to  be  Covered Employees at the time of recognition of
income  resulting  from such Stock Award or (B) not persons with respect to whom
the  Company  wishes  to  comply  with  Section  162(m) of the Code, and/or (ii)
delegate  to  a  committee  of  one  or  more  members  of the Board who are not
Non-Employee  Directors  the authority to grant Stock Awards to eligible persons
who  are  not  then  subject  to  Section  16  of  the  Exchange  Act.

4.   SHARES  SUBJECT  TO  THE  PLAN

     (a)     SHARE RESERVE.  Subject to the provisions of Section 11 relating to
adjustments  upon  changes  in  stock,  the stock that may be issued pursuant to
Stock  Awards  shall  not  exceed  in  the  aggregate eight million five hundred
thousand  (8,500,000)  shares  of  Common  Stock.


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<PAGE>
     (b)     REVERSION OF SHARES TO THE SHARE RESERVE.  If any Stock Award shall
for  any  reason  expire  or  otherwise  terminate, in whole or in part, without
having  been  exercised in full (or vested in the case of Restricted Stock), the
stock  not  acquired  under  such  Stock  Award shall revert to and again become
available for issuance under the Plan.  If any Common Stock acquired pursuant to
the  exercise  of  an  Option shall for any reason be repurchased by the Company
under  an  unvested  share  repurchase option provided under the Plan, the stock
repurchased  by the Company under such repurchase option shall not revert to and
again  become  available  for  issuance  under  the  Plan.

     (c)     SOURCE  OF  SHARES.  The  stock subject to the Plan may be unissued
shares  or  reacquired  shares  bought  on  the  market  or  otherwise.

5.   ELIGIBILITY

     (a)     ELIGIBILITY  FOR  SPECIFIC  STOCK  AWARDS.  Incentive  Stock
Options  may  be  granted  only to Employees.  Stock Awards other than Incentive
Stock  Options  may  be  granted  to  Employees,  Directors  and  Consultants.

     (b)     TEN  PERCENT  STOCKHOLDERS.  No  Ten  Percent  Stockholder shall be
eligible for the grant of an Incentive Stock Option unless the exercise price of
such  Option is at least one hundred ten percent (110%) of the Fair Market Value
of the Common Stock at the date of grant and the Option is not exercisable after
the  expiration  of  five  (5)  years  from  the  date  of  grant.

     (c)     SECTION  162(M) LIMITATION.  Subject to the provisions of Section 9
relating  to adjustments upon changes in stock, no employee shall be eligible to
be  granted  Options  covering  more  than  one  million  eight hundred thousand
(1,800,000)  shares  of  the  Common  Stock  during  any  calendar  year.

6.   OPTION  PROVISIONS

     Each  Option  shall  be  in  such  form  and  shall  contain such terms and
conditions as the Board shall deem appropriate.  All Options shall be separately
designated  Incentive Stock Options or Nonstatutory Stock Options at the time of
grant,  and  a  separate  certificate  or certificates will be issued for shares
purchased  on  exercise  of  each  type  of  Option.  The provisions of separate
Options  need  not  be  identical,  but  each  Option  shall  include  (through
incorporation  of provisions hereof by reference in the Option or otherwise) the
substance  of  each  of  the  following  provisions:

     (a)     TERM.  Subject  to the provisions of subsection 5(b) regarding Ten
Percent Stockholders, no Option shall be exercisable after the expiration of ten
(10)  years  from  the  date  it  was  granted.

     (b)     EXERCISE  PRICE  OF  AN  INCENTIVE  STOCK  OPTION.  Subject  to the
provisions  of  subsection 5(b) regarding Ten Percent Stockholders, the exercise
price  of each Incentive Stock Option shall be not less than one hundred percent
(100%)  of  the Fair Market Value of the stock subject to the Option on the date
the Option is granted.  Notwithstanding the foregoing, an Incentive Stock Option
may be granted with an exercise price lower than that set forth in the preceding
sentence if such Option is granted pursuant to an assumption or substitution for
another  option  in  a manner satisfying the provisions of Section 424(a) of the
Code.

     (c)     EXERCISE  PRICE OF A NONSTATUTORY STOCK OPTION.  The exercise price
of  each  Nonstatutory  Stock  Option  shall  be  such amount as the Board shall
determine  and  designate in the Option Agreement; provided, however, that in no
case  shall  exercise  price be less than minimum price required by law, if any.


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<PAGE>
     (d)     CONSIDERATION.  The purchase price of stock acquired pursuant to an
Option  shall  be  paid,  to  the  extent  permitted  by applicable statutes and
regulations,  either  (i) in cash at the time the Option is exercised or (ii) at
the  discretion  of  the  Board  at  the  time  of  the  grant of the Option (or
subsequently  in the case of a Nonstatutory Stock Option) by (A) delivery to the
Company  of  other  Common  Stock,  (B) according to a deferred payment or other
arrangement  (which  may  include,  without  limiting  the  generality  of  the
foregoing,  the  use  of  other Common Stock) with the Participant or (C) in any
other  form  of  legal  consideration  that  may  be  acceptable  to  the Board.

     In  the  case  of  any  deferred  payment  arrangement,  interest  shall be
compounded  at  least  annually  and  shall  be  charged  at the minimum rate of
interest  necessary  to  avoid  the  treatment as interest, under any applicable
provisions  of the Code, of any amounts other than amounts stated to be interest
under  the  deferred  payment  arrangement.

     (e)     TRANSFERABILITY  OF  AN  INCENTIVE STOCK OPTION.  An Incentive
Stock  Option shall not be transferable except by will or by the laws of descent
and  distribution  and  shall  be  exercisable  during  the  lifetime  of  the
Optionholder only by the Optionholder.  Notwithstanding the foregoing provisions
of  this  subsection 6(e), the Optionholder may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who,
in  the  event of the death of the Optionholder, shall thereafter be entitled to
exercise  the  Option.

     (f)     TRANSFERABILITY  OF  A  NONSTATUTORY  STOCK OPTION.  A Nonstatutory
Stock  Option  shall  be  transferable  to  the  extent  provided  in the Option
Agreement.  If  the  Nonstatutory  Stock  Option  does  not  provide  for
transferability,  then  the  Nonstatutory Stock Option shall not be transferable
except  by  will  or  by  the  laws  of  descent  and  distribution and shall be
exercisable  during  the  lifetime of the Optionholder only by the Optionholder.
Notwithstanding  the  foregoing  provisions  of  this  subsection  6(f),  the
Optionholder  may,  by  delivering  written  notice  to  the  Company, in a form
satisfactory  to  the  Company, designate a third party who, in the event of the
death  of the Optionholder, shall thereafter be entitled to exercise the Option.

     (g)     VESTING  GENERALLY.  The  total  number  of  shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in
periodic  installments  which  may,  but  need not, be equal.  The Option may be
subject  to  such other terms and conditions on the time or times when it may be
exercised (which may be based on performance or other criteria) as the Board may
deem  appropriate.  The  vesting provisions of individual Options may vary.  The
provisions  of  this  subsection  6(g)  are  subject  to  any  Option provisions
governing  the  minimum number of shares as to which an Option may be exercised.

     (h)     TERMINATION  OF CONTINUOUS SERVICE.  In the event an Optionholder's
Continuous  Service  terminates  (other  than  upon  the Optionholder's death or
Disability), the Optionholder may exercise his or her Option (to the extent that
the  Optionholder was entitled to exercise it as of the date of termination) but
only  within such period of time ending on the earlier of (i) the date three (3)
months  following  the  termination of the Optionholder's Continuous Service (or
such  longer  or  shorter period specified in the Option Agreement), or (ii) the
expiration  of the term of the Option as set forth in the Option Agreement.  If,
after  termination,  the Optionholder does not exercise his or her Option within
the  time  specified  in  the  Option  Agreement,  the  Option  shall terminate.

     (i)     DISABILITY OF OPTIONHOLDER.  In the event an Optionholder's
Continuous  Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it as of the date of termination), but only within such
period  of  time  ending  on  the  earlier  of  (i)  the date twelve (12) months
following  such  termination  (or such longer or shorter period specified in the
Option  Agreement) or (ii) the expiration of the term of the Option as set forth


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<PAGE>
in  the  Option  Agreement.  If,  after  termination,  the Optionholder does not
exercise  his  or  her Option within the time specified herein, the Option shall
terminate.

     (j)     DEATH  OF  OPTIONHOLDER.  In  the  event  (i)  an  Optionholder's
Continuous  Service  terminates  as a result of the Optionholder's death or (ii)
the  Optionholder  dies  within  the  period  (if  any)  specified in the Option
Agreement  after  the termination of the Optionholder's Continuous Service for a
reason  other  than  death,  then the Option may be exercised (to the extent the
Optionholder was entitled to exercise the Option as of the date of death) by the
Optionholder's estate, by a person who acquired the right to exercise the Option
by  bequest or inheritance or by a person designated to exercise the Option upon
the  Optionholder's  death  pursuant to subsection 6(e) or 6(f), but only within
the  period ending on the earlier of (A) the date eighteen (18) months following
the  date  of  death  (or  such longer or shorter period specified in the Option
Agreement)  or (B) the expiration of the term of such Option as set forth in the
Option  Agreement.  If, after death, the Option is not exercised within the time
specified  herein,  the  Option  shall  terminate.

     (k)     EARLY  EXERCISE.  The Option may, but need not, include a provision
whereby  the  Optionholder  may  elect  at  any  time  before the Optionholder's
Continuous  Service  terminates  to exercise the Option as to any part or all of
the  shares  subject to the Option prior to the full vesting of the Option.  Any
unvested  shares  so  purchased  may  be subject to an unvested share repurchase
option  in favor of the Company or to any other restriction the Board determines
to  be  appropriate.

7.   PROVISIONS  OF  STOCK  AWARDS  OTHER  THAN  OPTIONS

     (a)     STOCK  BONUS  AWARDS.  Each  stock bonus agreement shall be in such
form  and  shall  contain  such  terms  and  conditions  as the Board shall deem
appropriate.  The terms and conditions of stock bonus agreements may change from
time  to  time,  and the terms and conditions of separate stock bonus agreements
need  not  be  identical,  but each stock bonus agreement shall include (through
incorporation  of  provisions hereof by reference in the agreement or otherwise)
the  substance  of  each  of  the  following  provisions:

          (i)     CONSIDERATION.  A  stock  bonus  shall  be  awarded  in
consideration  for  past  services  actually  rendered  to  the  Company for its
benefit.

          (ii)     VESTING.  Shares  of  Common  Stock  awarded  under the stock
bonus  agreement  may,  but need not, be subject to a share repurchase option in
favor  of  the Company in accordance with a vesting schedule to be determined by
the  Board.

          (iii)     TERMINATION  OF  PARTICIPANT'S  CONTINUOUS  SERVICE.  In the
event  a  Participant's Continuous Service terminates, the Company may reacquire
any  or all of the shares of Common Stock held by the Participant which have not
vested  as  of  the  date  of  termination  under  the  terms of the stock bonus
agreement.

          (iv)     TRANSFERABILITY.  Rights  to  acquire  shares under the stock
bonus  agreement  shall  be transferable by the Participant only upon such terms
and conditions as are set forth in the stock bonus agreement, as the Board shall
determine  in  its  discretion,  so  long as stock awarded under the stock bonus
agreement  remains  subject  to  the  terms  of  the  stock  bonus  agreement.

     (b)     RESTRICTED STOCK  AWARDS.  Each restricted stock purchase agreement
shall  be  in such form and shall contain such terms and conditions as the Board
shall  deem  appropriate.  The  terms  and  conditions  of  the restricted stock
purchase  agreements  may change from time to time, and the terms and conditions


                                       7.
<PAGE>
of separate restricted stock purchase agreements need not be identical, but each
restricted  stock  purchase  agreement  shall  include (through incorporation of
provisions  hereof  by reference in the agreement or otherwise) the substance of
each  of  the  following  provisions:

          (i)     PURCHASE PRICE. The purchase price under each restricted stock
purchase  agreement  shall  be  such  amount  as  the  Board shall determine and
designate  in  such restricted stock purchase agreement; provided, however, that
in  no  case  shall  restricted stock awards be issued for less than the minimum
consideration  required  by  law,  if  any.

          (ii)     CONSIDERATION.  The purchase price of stock acquired pursuant
to  the restricted stock purchase agreement shall be paid either: (A) in cash at
the  time  of  purchase;  (B)  at  the  discretion  of the Board, according to a
deferred  payment or other arrangement with the Participant; or (C) in any other
form  of  legal  consideration  that  may  be  acceptable  to  the  Board in its
discretion.

          (iii)     VESTING.  Shares  of  Common  Stock  acquired  under  the
restricted  stock  purchase  agreement  may, but need not, be subject to a share
repurchase  option in favor of the Company in accordance with a vesting schedule
to  be  determined  by  the  Board.

          (iv)     TERMINATION  OF  PARTICIPANT'S  CONTINUOUS  SERVICE.  In  the
event  a Participant's Continuous Service terminates, the Company may repurchase
or  otherwise  reacquire  any  or  all of the shares of Common Stock held by the
Participant  which have not vested as of the date of termination under the terms
of  the  restricted  stock  purchase  agreement.

          (v)     TRANSFERABILITY.  Rights  to  acquire  shares  under  the
restricted  stock  purchase  agreement  shall be transferable by the Participant
only  upon  such  terms  and conditions as are set forth in the restricted stock
purchase  agreement,  as the Board shall determine in its discretion, so long as
stock  awarded  under the restricted stock purchase agreement remains subject to
the  terms  of  the  restricted  stock  purchase  agreement.

8.   MISCELLANEOUS

     (a)     ACCELERATION  OF  EXERCISABILITY AND VESTING.  The Board shall have
the  power  to accelerate the time at which a Stock Award may first be exercised
or  the  time  during  which  a  Stock  Award  or  any part thereof will vest in
accordance  with  the  Plan,  notwithstanding  the provisions in the Stock Award
stating  the time at which it may first be exercised or the time during which it
will  vest.

     (b)     STOCKHOLDER  RIGHTS.  No  Participant  shall  be  deemed  to be the
holder  of, or to have any of the rights of a holder with respect to, any shares
subject  to such Stock Award unless and until such Participant has satisfied all
requirements  for  exercise  of  the  Stock  Award  pursuant  to  its  terms.

     (c)     NO  EMPLOYMENT OR OTHER SERVICE RIGHTS.  Nothing in the Plan or any
instrument  executed  or  Stock Award granted pursuant thereto shall confer upon
any  Participant  or other holder of Stock Awards any right to continue to serve
the  Company  or  an  Affiliate  in the capacity in effect at the time the Stock
Award  was  granted  or shall affect the right of the Company or an Affiliate to
terminate  (i)  the employment of an Employee with or without notice and with or
without  cause,  (ii)  the service of a Consultant pursuant to the terms of such
Consultant's agreement with the Company or an Affiliate, or (iii) the service of
a  Director  pursuant  to  the  Bylaws  of  the Company or an Affiliate, and any
applicable  provisions of the corporate law of the state in which the Company or
the  Affiliate  is  incorporated,  as  the  case  may  be.

     (d)     INCENTIVE STOCK OPTION $100,000 LIMITATION.  To the extent that the
aggregate  Fair  Market  Value  (determined  at the time of grant) of stock with
respect  to  which Incentive Stock Options are exercisable for the first time by


                                       8.
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any  Optionholder  during  any calendar year (under all plans of the Company and
its  Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or
portions  thereof  which exceed such limit (according to the order in which they
were  granted)  shall  be  treated  as  Nonstatutory  Stock  Options.

     (e)     WITHHOLDING  OBLIGATIONS.  To the extent provided by the terms of a
Stock  Award  Agreement, the Participant may satisfy any federal, state or local
tax  withholding  obligation  relating  to  the exercise or acquisition of stock
under  a Stock Award by any of the following means (in addition to the Company's
right  to withhold from any compensation paid to the Participant by the Company)
or  by  a  combination  of  such  means:  (i)  tendering  a  cash  payment; (ii)
authorizing  the  Company to withhold shares from the shares of the Common Stock
otherwise issuable to the participant as a result of the exercise or acquisition
of  stock  under  the  Stock Award; of (iii) delivering to the Company owned and
unencumbered  shares  of  the  Common  Stock.

     (f)     GOVERNING  LAW.  This  Plan and  all actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of Nevada,
without  reference  to  principles  of  conflict  of  laws.

     (g)     UNFUNDED  PLAN.  The  Plan  shall be unfunded and the Company shall
not  be  required to segregate any assets that may at any time be represented by
Stock  Awards  under  the Plan.  Any liability of the Company to any person with
respect to any Stock Award under the Plan shall be based solely upon any written
contractual  obligations  that  may  be  effected pursuant to the Plan.  No such
obligation  of the Company shall be deemed to secured by any pledge of, or other
encumbrance  on,  any  property  of  the  Company.

     (h)     SECURITIES  LAW  RESTRICTIONS.  No  shares of Common Stock shall be
issued  under  the  Plan  unless counsel for the Company shall be satisfied that
such issuance will be in compliance with applicable federal and state securities
laws.  Certificates  for  shares of Common Stock delivered under the Plan may be
subject  to  such  stock-transfer orders and other restrictions as the Board may
deem  advisable  under  the  rules,  regulations,  and other requirements of the
Securities  and  Exchange  Commission,  any stock exchange upon which the Common
Stock  is  then listed, and any applicable federal or state securities law.  The
Board  may  cause a legend or legends to be put on any such certificates to make
appropriate  reference  to  such  restrictions.

9.   ADJUSTMENTS  UPON  CHANGES  IN  STOCK

     (a)     CAPITALIZATION  ADJUSTMENTS.  If  any  change is  made in the stock
subject  to  the  Plan,  or  subject  to any Stock Award, without the receipt of
consideration  by  the  Company  (through merger, consolidation, reorganization,
recapitalization,  reincorporation,  stock  dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares,  change  in  corporate  structure or other transaction not involving the
receipt  of  consideration  by  the  Company),  the  Plan  will be appropriately
adjusted  in  the class(es) and maximum number of securities subject to the Plan
pursuant  to  subsection  4(a)  and  the maximum number of securities subject to
award  to  any  person  pursuant  to  subsection 5(c), and the outstanding Stock
Awards  will be appropriately adjusted in the class(es) and number of securities
and  price  per  share  of  stock  subject to such outstanding Stock Awards. The
Board,  the determination of which shall be final, binding and conclusive, shall
make  such  adjustments.  (The  conversion  of any convertible securities of the
Company shall not be treated as a transaction "without receipt of consideration"
by  the  Company.)


                                       9.
<PAGE>
     (b)     CHANGE  IN  CONTROL-DISSOLUTION OR LIQUIDATION.  In, the event of a
dissolution  or  liquidation  of  the  Company,  then such Stock Awards shall be
terminated  if  not  exercised  (if  applicable)  prior  to  such  event.

     (c)     CHANGE  IN  CONTROL-ASSET  SALE,  MERGER,  CONSOLIDATION OR REVERSE
MERGER.  In  the  event  of (i) a sale of substantially all of the assets of the
Company,  (ii)  a  merger  or  consolidation  in  which  the  Company is not the
surviving  corporation  or  (iii)  a  reverse merger in which the Company is the
surviving  corporation  but  the  shares of Common Stock outstanding immediately
preceding  the merger are converted by virtue of the merger into other property,
whether  in  the  form  of  securities,  cash  or  otherwise, then any surviving
corporation  or  acquiring corporation shall assume any Stock Awards outstanding
under  the  Plan or shall substitute similar stock awards (including an award to
acquire  the  same  consideration  paid  to  the stockholders in the transaction
described in this subsection 9(c) for those outstanding under the Plan).  In the
event  any surviving corporation or acquiring corporation refuses to assume such
Stock  Awards  or to substitute similar stock awards for those outstanding under
the  Plan,  then  with  respect  to  Stock  Awards  held  by  Participants whose
Continuous Service has not terminated, the vesting of such Stock Awards (and, if
applicable,  the  time during which such Stock Awards may be exercised) shall be
accelerated  in  full, and the Stock Awards shall terminate if not exercised (if
applicable)  at  or prior to such event.  With respect to any other Stock Awards
outstanding  under  the Plan, such Stock Awards shall terminate if not exercised
(if  applicable)  prior  to  such  event.

     (d)     CHANGE  IN  CONTROL-SECURITIES  ACQUISITION.  In  the  event of an
acquisition  by  any person, entity or group within the meaning of Section 13(d)
or  14(d) of the Exchange Act, or any comparable successor provisions (excluding
any  employee  benefit  plan,  or  related trust, sponsored or maintained by the
Company or an Affiliate) of the beneficial ownership (within the meaning of Rule
13d-3  promulgated  under  the  Exchange  Act,  or comparable successor rule) of
securities  of  the  Company  representing  at  least fifty percent (50%) of the
combined  voting  power entitled to vote in the election of Directors, then with
respect  to  Stock  Awards held by Participants whose Continuous Service has not
terminated,  the  vesting  of  such  Options  shall  be  accelerated  in  full.

10.  AMENDMENT  OF  THE  PLAN  AND  STOCK  AWARDS

     (a)     AMENDMENT  OF  THE  PLAN.  The  Board at any time, and from time to
time,  may amend the Plan.  However, except as provided in Section 9 relating to
adjustments  upon  changes  in  stock,  no  amendment  shall be effective unless
approved  by  the stockholders of the Company to the extent stockholder approval
is  necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3
or  any  Nasdaq  or  securities  exchange  listing  requirements.

     (b)     AMENDMENT OF STOCK AWARDS.  The Board may amend any Stock Award at
any  time;  provided,  however,  that no such amendment may adversely affect the
rights  of  any  Participant with respect to any outstanding Stock Award without
the  Participant's  consent.

11.  EFFECTIVE DATE OF PLAN

     This  Plan  shall be effective as of March 15, 2001, subject to Stockholder
approval.  This Plan may be terminated by the Board at any time.  Unless earlier
terminated  by  the Board, this Plan shall terminate as of the close of business
on  the  day  prior to the tenth anniversary of the effective date of this Plan.
The  foregoing  notwithstanding,  no  termination  of  this Plan shall adversely
affect  the  rights  of  any  Participants  with  respect  to  any  Stock  Award
outstanding  as  of  the  time  of  such  termination.


                                     10.
<PAGE>