THE CYBER GROUP NETWORK CORPORATION
                          EMPLOYEE STOCK INCENTIVE PLAN

     1.  GENERAL  PROVISIONS

     1.1  Purpose.
          -------

     The  Stock  Incentive  Plan  (the  "Plan")  is intended to allow designated
officers  and  employees  (all  of  whom  are sometimes collectively referred to
herein  as  "Employees")  of  The  Cyber  Group  Network  Corporation,  a Nevada
corporation ("Cyber") and its Subsidiaries (as that term is defined below) which
it  may  have  from  time  to  time (Cyber and such Subsidiaries are referred to
herein  as  the  "Company")  to  receive  certain  options  ("Stock Options") to
purchase  Cyber  common stock, one tenth of one cent ($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 Cyber within the meaning of
Section  424(f)  of  the Internal Revenue Code of 1986, as amended (the "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.

     1.2     Administration.
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     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee") of, or appointed by, the Board of Directors of Cyber (the "Board").
Each  member of the Committee shall be a "non-employee director" as that term is
defined in Rule 16b-3 promulgated by the Securities and Exchange Commission (the
"Commission")  pursuant  to  the  Securities Exchange Act of 1934 (the "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  a  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  Cyber Bylaws and of Nevada law applicable to the
Board,  except  as  otherwise  provided  herein  or  determined  by  the  Board.

     1.2.2     The  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  exercisability  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 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
Committee  member  and each employee of the Company, and the estate and heirs of
such  Committee  member  or employee, against all claims, liabilities, expenses,
penalties,  damages  or other pecuniary losses, including legal fees, which such
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 Committee or the Board 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 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.
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     The maximum number of shares of Common Stock that may be issued pursuant to
the  Plan shall be Twenty Million (20,000,000) subject to 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  Committee  may grant Stock Options in such amounts, at such times, and
to  such  Employees nominated by the management of the Company as the 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 Committee on the date of grant.  The 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  Committee  on  the  date  of grant.  The
aggregate fair market value (determined 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 the maximum amount permitted under Section 422 of the Code (currently
one  hundred thousand dollars ($100,000.00)).  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  (the  "Option  Agreement") in a form approved by the 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 subject to the terms and conditions of
this  Plan.  In  the  discretion  of  the  Committee,  Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the 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 (the "Exercise Price") of shares of Common Stock subject
to  each Stock Option ("Option Shares") shall equal to 25% of current bid price.

     2.3     Option  Period.
             --------------

     The Stock Option period (the "Term") shall commence on the date of grant of
the  Stock  Option  and  shall  be  ten  (10) years or such shorter period as is


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determined  by  the  Committee.    Each  Stock  Option  shall provide that it is
exercisable  over its term in such periodic installments as the 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 (6) 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 check, (iii) by surrender of
previously  owned  shares  of  the  Company's  Common  Stock  valued pursuant to
paragraph  2.2 (if the 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 Option, if such withholding is authorized by the
Committee  in  its discretion, or (v) in the discretion of the 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  satisfactory  to  the  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 execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the 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 (the "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 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


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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
three  (3) months 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
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 that
such  Employee  returns to the employ of the Company within ninety (90) days (or
such  longer  period  as  may  be prescribed by law) from the date such Employee
first  becomes  entitled  to  discharge.  If  an Employee does not return to the
employ  of  the Company within ninety (90) days (or such longer period as may be
prescribed  by  law)  from  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  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 extent 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 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.


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     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 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 impairment 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 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 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 Committee's discretion, consist of the delivery of the
Employee's  promissory  note  meeting  the requirements of paragraph 2.4.1, (iv)
establish  and  modify  performance criteria for Awards, and (v) make all of the
determinations  necessary  or  advisable  with respect to Awards under the Plan.
Each  award  under  the  Plan shall 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 Committee shall determine (the "Restriction Period").  The
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
Committee  shall  determine,  and  for  the  early expiration of the Restriction
Period  upon  an  Employee's  death,  Disability  or  Retirement  as  defined in
paragraph  2.7.3,  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.  For purposes of this Plan:


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     "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) has 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 ninety (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  officer  or 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


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     (d)     the Company's requiring the Employee to be based anywhere 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 approved by the 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  Committee  may  specify.

     3.3     Waiver  of  Restrictions.
             ------------------------

     The  Committee  may  modify  or amend any Award under the Plan or waive any
restrictions  or  conditions  applicable to such Awards; provided, however, that
the Committee may not undertake any such modifications, amendments or waivers if
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 Restriction 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


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<PAGE>
discretion  of  the Committee, an 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 Shares
on  the  grant  of  the Award.  In the discretion of the 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  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  a  reorganization,  merger  or consolidation of the Company
with  one  or  more corporations as a result of which Cyber is not the surviving
corporation  or  in which Cyber 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.


                                       18
<PAGE>
     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 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 of 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 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  an  irrevocable  election  ("Withholding  Election")  made by such
Employee  at least six months in advance of the withholding of Options Shares or
Award Shares, or (ii) on a day within a ten-day "window period" beginning on the
third  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  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  of  Directors  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.


                                       19
<PAGE>
     4.5     Successors  in  Interest.
             ------------------------

     The  provisions  of  this  Plan  and  the actions of the Committee shall be
binding  upon all heirs, successors and assigns of the Company and of 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 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 any 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  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 March 9, 2001.  No Stock
Options  or  Awards  may  be  granted  under  this  Plan  after  March  9, 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     Approval.
              --------

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


                                       20
<PAGE>
     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  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 provisions, if any, as the
Committee  shall  require and approve, in order to preserve such benefits to the
Employees.  Without  limiting the generality of the foregoing, the 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 Committee
may  require  and  approve,  in  its  discretion.

The Committee referred to in this paragraph 4.12 is the Committee appointed by a
Board  of  Directors 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 Committee fails to so comply, it shall be deemed null and void, to
the  extent  permitted  by  law  and  deemed  advisable  by  the  Committee.

     IN WITNESS WHEREOF, this Plan has been executed effective as of the 8th day
of  March,  2001.

THE  CYBER  GROUP  NETWORK  CORPORATION


By:  /s/  Gregory  Evans
    --------------------
Gregory  Evans,  CEO


                                       21
<PAGE>