EXHIBIT 4.1

                         JOSHUA TREE CONSTRUCTION, INC.
                      RESTATED 2002 DIRECTORS AND OFFICERS
                        STOCK OPTION AND STOCK AWARD PLAN
                        (AS RESTATED THROUGH MAY 6, 2002)

SECTION 1. PURPOSE OF THE PLAN. The purpose of the Joshua Tree Construction,
Inc. Restated 2002 Directors and Officers Stock Option and Stock Award Plan
("Plan") is to maintain the ability of Joshua Tree Construction, Inc., a Nevada
corporation (the "Company") and its subsidiaries to attract and retain highly
qualified and experienced directors, employees and consultants and to give such
directors, employees and consultants a continued proprietary interest in the
success of the Company and its subsidiaries. In addition the Plan is intended to
encourage ownership of common stock, $.001 par value ("Common Stock"), of the
Company by the directors, employees and consultants of the Company and its
Affiliates (as defined below) and to provide increased incentive for such
persons to render services and to exert maximum effort for the success of the
Company business. The Plan provides eligible employees and consultants the
opportunity to participate in the enhancement of shareholder value by the grants
of options, stock appreciation rights, awards of restricted stock, bonuses
and/or fees payable in unrestricted stock, or any combination thereof. In
addition, the Company expects that the Plan will further strengthen the
identification of the directors, employees and consultants with the
stockholders. Certain options to be granted under this Plan are intended to
qualify as Incentive Stock Options ("ISOs") pursuant to Section 422 of the
Internal Revenue Code of 1986, as amended ("Code"), while other options granted
under this Plan will be nonqualified options which are not intended to qualify
as ISOs ("Nonqualified Options"), either or both as provided in the agreements
evidencing the options as provided in Section 6 hereof. Employees, consultants
and directors who participate or become eligible to participate in this Plan
from time to time are referred to collectively herein as "Participants". As used
in this Plan, the term "Affiliates" means any "parent corporation" of the
Company and any "subsidiary corporation" of the Company within the meaning of
Code Sections 424(e) and (f), respectively.

SECTION 2.  ADMINISTRATION OF THE PLAN.

         (a) Composition of Committee. The Plan shall be administered by the
Board of Directors of the Company (the "Board"). When acting in such capacity
the Board is herein referred to as the "Committee," which shall also designate
the Chairman of the Committee. If the Company is governed by Rule 16b-3
promulgated by the Securities and Exchange Commission ("Commission") pursuant to
the Securities Exchange Act of 1934, as amended ("Exchange Act"), no director
shall serve as a member of the Committee unless he or she is a "disinterested
person" within the meaning of such Rule 16b-3.

         (b) Committee Action. The Committee shall hold its meetings at such
times and places as it may determine. A majority of its members shall constitute
a quorum, and all determinations of the Committee shall be made by not less than
a majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as if it had
been made by a majority vote of its members at a meeting duly called and held.
The Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the Plan, and may
grant authority to such persons to execute award agreements or other documents
on behalf of the Committee and the Company. Any duly constituted committee of
the Board satisfying the qualifications of this Section 2 may be appointed as
the Committee.

         (c) Committee  Expenses.  All expenses and liabilities  incurred by
the Committee in the  administration  of the Plan shall be borne by the
Company.  The Committee may employ attorneys, consultants, accountants or
other persons.

SECTION 3. STOCK RESERVED FOR THE PLAN. Subject to adjustment as provided
herein and in Section 6(m) hereof, the aggregate number of shares of Common
Stock that may be optioned or issued under the Plan is 14,726,260. The shares
subject to the Plan shall consist of authorized but unissued shares of Common
Stock and such number of shares shall be and is hereby reserved for sale for
such purpose. Any of such shares which may remain unsold and which are not
subject to outstanding options at the termination of the Plan shall cease to be
reserved for the purpose of the Plan, but until termination of the Plan or the
termination of the last of the options granted under the Plan, whichever last
occurs, the Company shall at all times reserve a sufficient number of shares to
meet the requirements of the Plan. Should any option expire or be cancelled
prior to its exercise in full, the shares theretofore subject to such option may
again be made subject to an option under the Plan.

         Immediately upon the grant of any option or award, the number of shares
of Common Stock that may be issued or optioned under the Plan will be increased.
The number of shares of such increase shall be an amount such that immediately
after such increase the total number of additional shares issuable under the
Plan and reserved for issuance upon exercise of outstanding options will equal
15% of the total number of issued and outstanding shares of Common Stock of the
Company. Such increase in the number of shares subject to the Plan shall occur
without the necessity of any further corporate action of any kind or character.

<PAGE>

SECTION 4. ELIGIBILITY. The Participants shall include directors, employees,
including officers, of the Company and its divisions and subsidiaries, and
consultants and attorneys who provide bona fide services to the Company.
Participants are eligible to be granted options, restricted stock, unrestricted
stock and other awards under this Plan and to have their bonuses and/or
consulting fees payable in restricted stock, unrestricted stock and other
awards. A Participant who has been granted an option hereunder may be granted an
additional option or options, if the Committee shall so determine.

SECTION 5.  GRANT OF OPTIONS.

         (a) Committee Discretion. The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive options, restricted stock, or Common
Stock under the Plan, (ii) to determine the number of shares of Common Stock to
be covered by such grant or such options and the terms thereof, (iii) to
determine the type of Common Stock granted: Restricted stock unrestricted Common
Stock or a combination of restricted and unrestricted Common Stock, and (iv) to
determine the type of option granted: ISO, Nonqualified Option or a combination
of ISO and Nonqualified Options. The Committee shall thereupon grant options in
accordance with such determinations as evidenced by a written option agreement.
Subject to the express provisions of the Plan, the Committee shall have
discretionary authority to prescribe, amend and rescind rules and regulations
relating to the Plan, to interpret the Plan, to prescribe and amend the terms of
the option agreements (which need not be identical) and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

         (b) Stockholder Approval. All ISOs granted under this Plan are subject
to, and may not be exercised before, the approval of this Plan by the
stockholders prior to the first anniversary date of the Board meeting held to
approve the Plan, by the affirmative vote of the holders of a majority of the
outstanding shares of the Company present, or represented by proxy, and entitled
to vote thereat, or by written consent in accordance with the laws of the State
of Nevada, provided that if such approval by the stockholders of the Company is
not forthcoming, all options and stock awards previously granted under this Plan
other than ISOs shall be valid in all respects.

         (c) Limitation on Incentive Stock Options. The aggregate fair market
value (determined in accordance with Section 6(b) of this Plan at the time the
option is granted) of the Common Stock with respect to which ISOs may be
exercisable for the first time by any Participant during any calendar year under
all such plans of the Company and its Affiliates shall not exceed $1,000,000.

SECTION 6. TERMS AND CONDITIONS. Each option granted under the Plan shall be
evidenced by an agreement, in a form approved by the Committee, which shall be
subject to the following express terms and conditions and to such other terms
and conditions as the Committee may deem appropriate.

         (a) Option Period. The Committee shall promptly notify the Participant
of the option grant and a written agreement shall promptly be executed and
delivered by and on behalf of the Company and the Participant, provided that the
option grant shall expire if a written agreement is not signed by said
Participant (or his agent or attorney) and returned to the Company within 60
days from date of receipt by the Participant of such agreement. The date of
grant shall be the date the option is actually granted by the Committee, even
though the written agreement may be executed and delivered by the Company and
the Participant after that date. Each option agreement shall specify the period
for which the option thereunder is granted (which in no event shall exceed ten
years from the date of grant) and shall provide that the option shall expire at
the end of such period. If the original term of an option is less than ten years
from the date of grant, the option may be amended prior to its expiration, with
the approval of the Committee and the Participant, to extend the term so that
the term as amended is not more than ten years from the date of grant. However,
in the case of an ISO granted to an individual who, at the time of grant, owns
stock possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or its Affiliate ("Ten Percent Stockholder"),
such period shall not exceed five years from the date of grant.

         (b) Option Price. The purchase price of each share of Common Stock
subject to each option granted pursuant to the Plan shall be determined by the
Committee at the time the option is granted and, in the case of ISOs, shall not
be less than 100% of the fair market value of a share of Common Stock on the
date the option is granted, as determined by the Committee. In the case of an
ISO granted to a Ten Percent Stockholder, the option price shall not be less
than 110% of the fair market value of a share of Common Stock on the date the
option is granted. The purchase price of each share of Common Stock subject to a
Nonqualified Option under this Plan shall be determined by the Committee prior
to granting the option. The Committee shall set the purchase price for each
share subject to a Nonqualified Option at either the fair market value of each
share on the date the option is granted, or at such other price as the Committee
in its sole discretion shall determine.

         At the time a determination of the fair market value of a share of
Common Stock is required to be made hereunder, the determination of its fair
market value shall be made by the Committee in such manner as it deems
appropriate.

         (c) Exercise Period. The Committee may provide in the option agreement
that an option may be exercised in whole, immediately, or is to be exercisable
in increments. In addition, the Committee may provide that the exercise of all
or part of an option is subject to specified performance by the Participant.
However, no portion of any option may be exercisable by a Participant prior to
the approval of the Plan by the stockholders of the Company.
<PAGE>

         (d) Procedure for Exercise. Options shall be exercised by the delivery
of written notice to the Secretary of the Company setting forth the number of
shares with respect to which the option is being exercised. Such notice shall be
accompanied by cash or cashier's check, bank draft, postal or express money
order payable to the order of the Company, or at the option of the Committee, in
Common Stock theretofore owned by such Participant (or any combination of cash
and Common Stock). Notice may also be delivered by fax or telecopy provided that
the purchase price of such shares is delivered to the Company via wire transfer
on the same day the fax is received by the Company. The notice shall specify the
address to which the certificates for such shares are to be mailed. A
Participant shall be deemed to be a stockholder with respect to shares covered
by an option on the date the Company receives such written notice and such
option payment. As promptly as practicable after receipt of such written
notification and payment, the Company shall deliver to the Participant
certificates for the number of shares with respect to which such option has been
so exercised, issued in the Participant's name or such other name as Participant
directs; provided, however, that such delivery shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Participant at the
address specified pursuant to this Section 6(d).

         (e) Termination of Employment. If an executive officer to whom an
option is granted ceases to be employed by the Company for any reason other than
death or disability, any option which is exercisable on the date of such
termination of employment may be exercised during a period beginning on such
date and ending at the time set forth in the option agreement; provided,
however, that if a Participant's employment is terminated because of the
Participant's theft or embezzlement from the Company, disclosure of trade
secrets of the Company or the commission of a willful, felonious act while in
the employment of the Company (such reasons shall hereinafter be collectively
referred to as "for cause"), then any option or unexercised portion thereof
granted to said Participant shall expire upon such termination of employment.
Notwithstanding the foregoing, no ISO may be exercised later than three months
after an employee's termination of employment for any reason other than death or
disability.

         (f) Disability or Death of Participant. In the event of the
determination of disability or death of a Participant under the Plan while he or
she is employed by the Company, the options previously granted to him may be
exercised (to the extent he or she would have been entitled to do so at the date
of the determination of disability or death) at any time and from time to time,
within a period beginning on the date of such determination of disability or
death and ending at the time set forth in the option agreement, by the former
employee, the guardian of his estate, the executor or administrator of his
estate or by the person or persons to whom his rights under the option shall
pass by will or the laws of descent and distribution, but in no event may the
option be exercised after its expiration under the terms of the option
agreement. Notwithstanding the foregoing, no ISO may be exercised later than one
year after the determination of disability or death. A Participant shall be
deemed to be disabled if, in the opinion of a physician selected by the
Committee, he or she is incapable of performing services for the Company of the
kind he or she was performing at the time the disability occurred by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or to be of long, continued and indefinite duration. The date
of determination of disability for purposes hereof shall be the date of such
determination by such physician.

         (g) Assignability. An option shall not be assignable or otherwise
transferable except by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or Title
I of the Employee Retirement Income Security Act, as amended, or the rules
thereunder. During the lifetime of a Participant, an option shall be exercisable
only by him.

         (h) Incentive  Stock  Options.  Each option  agreement may contain
such terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify an option designated as an incentive stock option.

         (i) Restricted Stock Awards. Awards of restricted stock under this Plan
shall be subject to all the applicable provisions of this Plan, including the
following terms and conditions, and to such other terms and conditions not
inconsistent therewith, as the Committee shall determine:

               (A) Awards of restricted stock may be in addition to or in lieu
               of option grants. Awards may be conditioned on the attainment of
               particular performance goals based on criteria established by the
               Committee at the time of each award of restricted stock. During a
               period set forth in the agreement (the "Restriction Period"), the
               recipient shall not be permitted to sell, transfer, pledge, or
               otherwise encumber the shares of restricted stock; except that
               such shares may be used, if the agreement permits, to pay the
               option price pursuant to any option granted under this Plan,
               provided an equal number of shares delivered to the Participant
               shall carry the same restrictions as the shares so used. Shares
               of restricted stock shall become free of all restrictions if
               during the Restriction Period, (i) the recipient dies, (ii) the
               recipient's directorship, employment, or consultancy terminates
               by reason of permanent disability, as determined by the
<PAGE>

               Committee, (iii) the recipient retires after attaining both 59
               1/2 years of age and five years of continuous service with the
               Company and/or a division or subsidiary, or (iv) if provided in
               the agreement, there is a "change in control" of the Company (as
               defined in such agreement). The Committee may require medical
               evidence of permanent disability, including medical examinations
               by physicians selected by it. Unless and to the extent otherwise
               provided in the agreement, shares of restricted stock shall be
               forfeited and revert to the Company upon the recipient's
               termination of directorship, employment or consultancy during the
               Restriction Period for any reason other than death, permanent
               disability, as determined by the Committee, retirement after
               attaining both 59 1/2 years of age and five years of continuous
               service with the Company and/or a subsidiary or division, or, to
               the extent provided in the agreement, a "change in control" of
               the Company (as defined in such agreement), except to the extent
               the Committee, in its sole discretion, finds that such forfeiture
               might not be in the best interests of the Company and, therefore,
               waives all or part of the application of this provision to the
               restricted stock held by such recipient. Certificates for
               restricted stock shall be registered in the name of the recipient
               but shall be imprinted with the appropriate legend and returned
               to the Company by the recipient, together with a stock power
               endorsed in blank by the recipient. The recipient shall be
               entitled to vote shares of restricted stock and shall be entitled
               to all dividends paid thereon, except that dividends paid in
               Common Stock or other property shall also be subject to the same
               restrictions.

               (B) Restricted Stock shall become free of the foregoing
               restrictions upon expiration of the applicable Restriction Period
               and the Company shall then deliver to the recipient Common Stock
               certificates evidencing such stock. Restricted stock and any
               Common Stock received upon the expiration of the restriction
               period shall be subject to such other transfer restrictions
               and/or legend requirements as are specified in the applicable
               agreement.

         (j) Bonuses and Past Salaries and Fees Payable in Unrestricted Stock.
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               (A) In lieu of cash bonuses otherwise payable under the Company's
               or applicable division's or subsidiary's compensation practices
               to employees and consultants eligible to participate in this
               Plan, the Committee, in its sole discretion, may determine that
               such bonuses shall be payable in unrestricted Common Stock or
               partly in unrestricted Common Stock and partly in cash. Such
               bonuses shall be in consideration of services previously
               performed and as an incentive toward future services and shall
               consist of shares of unrestricted Common Stock subject to such
               terms as the Committee may determine in its sole discretion. The
               number of shares of unrestricted Common Stock payable in lieu of
               a bonus otherwise payable shall be determined by dividing such
               bonus amount by the fair market value of one share of Common
               Stock on the date the bonus is payable, with fair market value
               determined as of such date in accordance with Section 6(b).

                (B) In lieu of salaries and fees otherwise payable by the
                Company's to employees, attorneys and consultants eligible to
                participate in this Plan that were incurred for services
                rendered during the years of 2002, the Committee, in its sole
                discretion, may determine that such unpaid salaries and fees
                shall be payable in unrestricted Common Stock or partly in
                unrestricted Common Stock and partly in cash. Such awards shall
                be in consideration of services previously performed and as an
                incentive toward future services and shall consist of shares of
                unrestricted Common Stock subject to such terms as the Committee
                may determine in its sole discretion. The number of shares of
                unrestricted Common Stock payable in lieu of a salaries and fees
                otherwise payable shall be determined by dividing each calendar
                month's of unpaid salary or fee amount by the average trading
                value of the Common Stock for the calendar month during which
                the subject services were provided.
<PAGE>

         (k) No Rights as Stockholder. No Participant shall have any rights as a
stockholder with respect to shares covered by an option until the option is
exercised by the written notice and accompanied by payment as provided in clause
(d) above.

         (l) Extraordinary Corporate Transactions. The existence of outstanding
options shall not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, exchanges, or other changes in the Company's capital structure
or its business, or any merger or consolidation of the Company, or any issuance
of Common Stock or other securities or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise. If the Company recapitalizes or otherwise
changes its capital structure, or merges, consolidates, sells all of its assets
or dissolves (each of the foregoing a "Fundamental Change"), then thereafter
upon any exercise of an option theretofore granted the Participant shall be
entitled to purchase under such option, in lieu of the number of shares of
Common Stock as to which option shall then be exercisable, the number and class
of shares of stock and securities to which the Participant would have been
entitled pursuant to the terms of the Fundamental Change if, immediately prior
to such Fundamental Change, the Participant had been the holder of record of the
number of shares of Common Stock as to which such option is then exercisable. If
(i) the Company shall not be the surviving entity in any merger or consolidation
(or survives only as a subsidiary of another entity), (ii) the Company sells all
or substantially all of its assets to any other person or entity (other than a
wholly-owned subsidiary), (iii) any person or entity (including a "group" as
contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains
ownership or control of (including, without limitation, power to vote) more than
50% of the outstanding shares of Common Stock, (iv) the Company is to be
dissolved and liquidated, or (v) as a result of or in connection with a
contested election of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of the Board (each
such event in clauses (i) through (v) above is referred to herein as a
"Corporate Change"), the Committee, in its sole discretion, may accelerate the
time at which all or a portion of a Participant's options may be exercised for a
limited period of time before or after a specified date.
<PAGE>

         (m) Changes in Company's Capital Structure. If the outstanding shares
of Common Stock or other securities of the Company, or both, for which the
option is then exercisable shall at any time be changed or exchanged by
declaration of a stock dividend, stock split, combination of shares,
recapitalization, or reorganization, the number and kind of shares of Common
Stock or other securities which are subject to the Plan or subject to any
options theretofore granted, and the option prices, shall be appropriately and
equitably adjusted so as to maintain the proportionate number of shares or other
securities without changing the aggregate option price.

         (n) Acceleration of Options. Except as hereinbefore expressly provided,
(i) the issuance by the Company of shares of stock or any class of securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, (ii) the payment of a dividend in property
other than Common Stock or (iii) the occurrence of any similar transaction, and
in any case whether or not for fair value, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Common
Stock subject to options theretofore granted or the purchase price per share,
unless the Committee shall determine, in its sole discretion, that an adjustment
is necessary to provide equitable treatment to Participant. Notwithstanding
anything to the contrary contained in this Plan, the Committee may, in its sole
discretion, accelerate the time at which any option may be exercised, including,
but not limited to, upon the occurrence of the events specified in this Section
6, and is authorized at any time (with the consent of the Participant) to
purchase options pursuant to Section 7.

SECTION 7.  RELINQUISHMENT OF OPTIONS.

         (a) The Committee, in granting options hereunder, shall have discretion
to determine whether or not options shall include a right of relinquishment as
hereinafter provided by this Section 7. The Committee shall also have discretion
to determine whether an option agreement evidencing an option initially granted
by the Committee without a right of relinquishment shall be amended or
supplemented to include such a right of relinquishment. Neither the Committee
nor the Company shall be under any obligation or incur any liability to any
person by reason of the Committee's refusal to grant or include a right of
relinquishment in any option granted hereunder or in any option agreement
evidencing the same. Subject to the Committee's determination in any case that
the grant by it of a right of relinquishment is consistent with Section 1
hereof, any option granted under this Plan, and the option agreement evidencing
such option, may provide:

                  (i) That the Participant, or his or her heirs or other legal
         representatives to the extent entitled to exercise the option under the
         terms thereof, in lieu of purchasing the entire number of shares
         subject to purchase thereunder, shall have the right to relinquish all
         or any part of the then unexercised portion of the option (to the
         extent then exercisable) for a number of shares of Common Stock to be
         determined in accordance with the following provisions of this clause
         (i):

                           (A) The written notice of exercise of such right of
                  relinquishment shall state the percentage of the total number
                  of shares of Common Stock issuable pursuant to such
                  relinquishment (as defined below) that the Participant elects
                  to receive;

                           (B) The number of shares of Common Stock, if any,
                  issuable pursuant to such relinquishment shall be the number
                  of such shares, rounded to the next greater number of full
                  shares, as shall be equal to the quotient obtained by dividing
                  (i) the Appreciated Value by (ii) the purchase price for each
                  of such shares specified in such option;

                           (C) For the purpose of this clause (C), "Appreciated
                  Value" means the excess, if any, of (x) the total current
                  market value of the shares of Common Stock covered by the
                  option or the portion thereof to be relinquished over (y) the
                  total purchase price for such shares specified in such option;

                  (ii) That such right of relinquishment may be exercised only
         upon receipt by the Company of a written notice of such relinquishment
         which shall be dated the date of election to make such relinquishment;
         and that, for the purposes of this Plan, such date of election shall be
         deemed to be the date when such notice is sent by registered or
         certified mail, or when receipt is acknowledged by the Company, if
         mailed by other than registered or certified mail or if delivered by
         hand or by any telegraphic communications equipment of the sender or
         otherwise delivered; provided, that, in the event the method just
         described for determining such date of election shall not be or remain
         consistent with the provisions of Section 16(b) of the Exchange Act or
         the rules and regulations adopted by the Commission thereunder, as
         presently existing or as may be hereafter amended, which regulations
         exempt from the operation of Section 16(b) of the Exchange Act in whole
         or in part any such relinquishment transaction, then such date of
         election shall be determined by such other method consistent with
         Section 16(b) of the Exchange Act or the rules and regulations
         thereunder as the Committee shall in its discretion select and apply;
<PAGE>

                  (iii) That the "current market value" of a share of Common
         Stock on a particular date shall be deemed to be its fair market value
         on that date as determined in accordance with Paragraph 6(b); and

                  (iv) That the option, or any portion thereof, may be
         relinquished only to the extent that (A) it is exercisable on the date
         written notice of relinquishment is received by the Company, and (B)
         the holder of such option pays, or makes provision satisfactory to the
         Company for the payment of, any taxes which the Company is obligated to
         collect with respect to such relinquishment.

         (b) The Committee shall have sole discretion to consent to or
disapprove, and neither the Committee nor the Company shall be under any
liability by reason of the Committee's disapproval of, any election by a holder
of an option to relinquish such option in whole or in part as provided in
Paragraph 7(a), except that no such consent to or approval of a relinquishment
shall be required under the following circumstances. Each Participant who is
subject to the short-swing profits recapture provisions of Section 16(b) of the
Exchange Act ("Covered Participant") shall not be entitled to receive shares of
Common Stock when options are relinquished during any window period commencing
on the third business day following the Company's release of a quarterly or
annual summary statement of sales and earnings and ending on the twelfth
business day following such release ("Window Period"). A Covered Participant
shall be entitled to receive shares of Common Stock upon the relinquishment of
options outside a Window Period.

         (c) The Committee, in granting options hereunder, shall have discretion
to determine the terms upon which such options shall be relinquishable, subject
to the applicable provisions of this Plan, and including such provisions as are
deemed advisable to permit the exemption from the operation from Section 16(b)
of the Exchange Act of any such relinquishment transaction, and options
outstanding, and option agreements evidencing such options, may be amended, if
necessary, to permit such exemption. If an option is relinquished, such option
shall be deemed to have been exercised to the extent of the number of shares of
Common Stock covered by the option or part thereof which is relinquished, and no
further options may be granted covering such shares of Common Stock.

         (d) Neither any option nor any right to relinquish the same to the
Company as contemplated by this Paragraph 7 shall be assignable or otherwise
transferable except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined in the Code or Title I of the
Employee Retirement Income Security Act, as amended, or the rules thereunder.

         (e) Except as provided in Section 7(f) below, no right of
relinquishment may be exercised within the first six months after the initial
award of any Option containing, or the amendment or supplementation of any
existing option agreement adding, the right of relinquishment.

         (f) No right of relinquishment may be exercised after the initial award
of any option containing, or the amendment or supplementation of any existing
option agreement adding the right of relinquishment, unless such right of
relinquishment is effective upon the Participant's death, disability or
termination of his relationship with the Company for a reason other than "for
cause."

SECTION 8. AMENDMENTS OR TERMINATION. The Board may amend, alter or discontinue
the Plan, but no amendment or alteration shall be made which would impair the
rights of any Participant, without his consent, under any option theretofore
granted, or which, without the approval of the stockholders, would: (i) except
as is provided in Section 3 of the Plan, increase the total number of shares
reserved for the purposes of the Plan, (ii) change the class of persons eligible
to participate in the Plan as provided in Section 4 of the Plan, (iii) extend
the applicable maximum option period provided for in Section 6(a) of the Plan,
(iv) extend the expiration date of this Plan set forth in Section 15 of the
Plan, (v) except as provided in Section 6(k) of the Plan, decrease to any extent
the option price of any option granted under the Plan or (vi) withdraw the
administration of the Plan from the Committee.

SECTION 9. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the grant and
exercise of options thereunder, and the obligation of the Company to sell and
deliver shares under such options, shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any governmental
or regulatory agency as may be required. The Company shall not be required to
issue or deliver any certificates for shares of Common Stock prior to the
completion of any registration or qualification of such shares under any federal
or state law or issuance of any ruling or regulation of any government body
which the Company shall, in its sole discretion, determine to be necessary or
advisable. Any adjustments provided for in subparagraphs 6(j), (k) and (i) shall
be subject to any shareholder action required by Nevada corporate law.

SECTION 10. PURCHASE FOR INVESTMENT. Unless the options and shares of Common
Stock covered by this Plan have been registered under the Securities Act of
1933, as amended, and the Company has determined that such registration is
unnecessary, each person acquiring or exercising an option under this Plan may
be required by the Company to give a representation in writing that he or she is
acquiring such option or such shares for his own account for investment and not
with a view to, or for sale in connection with, the distribution of any part
thereof.
<PAGE>
SECTION 11.  TAXES.

         (a) The Company may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection with
any options granted under this Plan.

         (b) Notwithstanding the terms of Paragraph 11 (a), any Participant may
pay all or any portion of the taxes required to be withheld by the Company or
paid by him or her in connection with the exercise of a nonqualified option by
electing to have the Company withhold shares of Common Stock, or by delivering
previously owned shares of Common Stock, having a fair market value, determined
in accordance with Paragraph 6(b), equal to the amount required to be withheld
or paid. A Participant must make the foregoing election on or before the date
that the amount of tax to be withheld is determined ("Tax Date"). All such
elections are irrevocable and subject to disapproval by the Committee. Elections
by Covered Participants are subject to the following additional restrictions:
(i) such election may not be made within six months of the grant of an option,
provided that this limitation shall not apply in the event of death or
disability, and (ii) such election must be made either six months or more prior
to the Tax Date or in a Window Period. Where the Tax Date in respect of an
option is deferred until six months after exercise and the Covered Participant
elects share withholding, the full amount of shares of Common Stock will be
issued or transferred to him upon exercise of the option, but he or she shall be
unconditionally obligated to tender back to the Company the number of shares
necessary to discharge the Company's withholding obligation or his estimated tax
obligation on the Tax Date.

SECTION 12. REPLACEMENT OF OPTIONS. The Committee from time to time may permit a
Participant under the Plan to surrender for cancellation any unexercised
outstanding option and receive from the Company in exchange an option for such
number of shares of Common Stock as may be designated by the Committee. The
Committee may, with the consent of the person entitled to exercise any
outstanding option, amend such option, including reducing the exercise price of
any option to not less than the fair market value of the Common Stock at the
time of the amendment and extending the term thereof.

SECTION 13. NO RIGHT TO COMPANY EMPLOYMENT. Nothing in this Plan or as a result
of any option granted pursuant to this Plan shall confer on any individual any
right to continue in the employ of the Company or interfere in any way with the
right of the Company to terminate an individual's employment at any time. The
option agreements may contain such provisions as the Committee may approve with
reference to the effect of approved leaves of absence.

SECTION 14.  LIABILITY OF COMPANY.  The Company and any Affiliate  which is in
existence or hereafter  comes into  existence  shall not
be liable to a Participant or other persons as to:

         (a) The Non-Issuance of Shares. The non-issuance or sale of shares as
to which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and

         (b) Tax  Consequences.  Any tax  consequence  expected,  but not
realized,  by any  Participant  or other  person  due to the
exercise of any option granted hereunder.

SECTION 15. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan shall be effective on
the date the Board adopts the Plan. If the stockholders of the Company fail to
approve the Plan within twelve months of the date the Board approved the Plan,
the Plan shall terminate and all options previously granted under the Plan shall
become void and of no effect. The Plan shall expire ten years after the date the
Board approves the Plan and thereafter no option shall be granted pursuant to
the Plan.
<PAGE>

SECTION 16. NON-EXCLUSIVITY OF THE PLAN. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable, including without
limitation, the granting of restricted stock or stock options otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases.

SECTION 17.  GOVERNING LAW. This Plan and any agreements  hereunder  shall be
interpreted  and construed in accordance with the laws of
the State of Nevada and applicable federal law.

SECTION 18. CASHLESS EXERCISE. The Committee also may allow cashless exercises
as permitted under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions. or by any other means which the Committee
determines to be consistent with the Plan's purpose and applicable law. The
proceeds from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes.

IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the foregoing
by directors of the Company, Joshua Tree Construction, Inc., has caused these
presents to be duly executed in its name and behalf by its proper officers
thereunto duly authorized as of this 6th day of May, 2002.

JOSHUA TREE CONSTRUCTION, INC.



By: /s/ Daniel Hoyng
    ----------------------------------------
        Daniel Hoyng, President

ATTEST:



By: /s/ Marek Lozowicki
    ----------------------------------------
        Marek Lozowicki, Secretary