AEROTELESIS, INC.

                             2003 STOCK OPTION PLAN

1.    PURPOSE OF THE PLAN.

      This 2003 Stock Option Plan (the "Plan") is intended as an  incentive,  to
retain in the employ of and as directors,  officers, consultants and advisors to
aeroTelesis,  Inc., a Delaware corporation (the "Company") and any Subsidiary of
the Company,  within the meaning of Section 424(f) of the United States Internal
Revenue Code of 1986, as amended (the "Code"),  persons of training,  experience
and ability,  to attract new employees,  directors,  officers,  consultants  and
advisors  whose  services are  considered  valuable,  to encourage  the sense of
proprietorship  and to  stimulate  the active  interest  of such  persons in the
development and financial success of the Company and its Subsidiaries.

      It is further  intended that certain options granted  pursuant to the Plan
shall  constitute  incentive  stock options within the meaning of Section 422 of
the Code (the "Incentive  Options") while certain other options granted pursuant
to the Plan shall be nonqualified  stock options (the  "Nonqualified  Options").
Incentive  Options  and  Nonqualified   Options  are  hereinafter   referred  to
collectively as "Options".

      The  Company  intends  that the Plan meet the  requirements  of Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended
(the  "Exchange   Act")  and  that   transactions   of  the  type  specified  in
subparagraphs  (c) to (f)  inclusive of Rule 16b-3 by officers and  directors of
the Company  pursuant to the Plan will be exempt from the  operation  of Section
16(b)  of the  Exchange  Act.  Further,  the Plan is  intended  to  satisfy  the
performance-based  compensation exception to the limitation on the Company's tax
deductions  imposed by Section  162(m) of the Code with respect to those Options
for which qualification for such exception is intended. In all cases, the terms,
provisions,  conditions  and  limitations  of the Plan  shall be  construed  and
interpreted consistent with the Company's intent as stated in this Section 1.

      2.    ADMINISTRATION OF THE PLAN.

      The Board of  Directors  of the Company (the  "Board")  shall  appoint and
maintain as administrator of the Plan a Committee (the  "Committee")  consisting
of two or more  directors  who are  "Non-Employee  Directors"  (as such  term is
defined  in Rule  16b-3)  and  "Outside  Directors"  (as such term is defined in
Section 162(m) of the Code), which shall serve at the pleasure of the Board. The
Committee,  subject  to  Sections  3 and 5 hereof,  shall  have  full  power and
authority  to  designate  recipients  of  Options,  to  determine  the terms and
conditions of respective  Option agreements (which need not be identical) and to
interpret  the  provisions  and supervise the  administration  of the Plan.  The
Committee  shall have the  authority,  without  limitation,  to designate  which
Options  granted  under the Plan shall be  Incentive  Options and which shall be
Nonqualified  Options. To the extent any Option does not qualify as an Incentive
Option, it shall constitute a separate Nonqualified Option.


<PAGE>


      Subject to the provisions of the Plan, the Committee  shall  interpret the
Plan and all Options  granted under the Plan,  shall make such rules as it deems
necessary  for the  proper  administration  of the  Plan,  shall  make all other
determinations  necessary or advisable  for the  administration  of the Plan and
shall correct any defects or supply any omission or reconcile any  inconsistency
in the Plan or in any  Options  granted  under the Plan in the manner and to the
extent that the Committee  deems  desirable to carry into effect the Plan or any
Options.  The act or  determination  of a majority of the Committee shall be the
act or  determination  of the Committee and any decision  reduced to writing and
signed by all of the members of the Committee  shall be fully effective as if it
had been made by a majority at a meeting duly held. Subject to the provisions of
the Plan, any action taken or  determination  made by the Committee  pursuant to
this and the other Sections of the Plan shall be conclusive on all parties.

      In the event that for any reason the  Committee is unable to act or if the
Committee at the time of any grant, award or other acquisition under the Plan of
Options  or  Stock  as  hereinafter  defined  does  not  consist  of two or more
Non-Employee  Directors,  or if there shall be no such Committee,  then the Plan
shall be  administered  by the Board,  and  references  herein to the  Committee
(except in the proviso to this sentence) shall be deemed to be references to the
Board,  and any such  grant,  award  or other  acquisition  may be  approved  or
ratified in any other manner  contemplated  by  subparagraph  (d) of Rule 16b-3;
provided, however, that options granted to the Company's Chief Executive Officer
or to any of the Company's other four most highly compensated  officers that are
intended to qualify as  performance-based  compensation  under Section 162(m) of
the Code may only be granted by the Committee.

      3.    DESIGNATION OF OPTIONEES.

      The  persons  eligible  for  participation  in the Plan as  recipients  of
Options (the "Optionees")  shall include  employees,  officers and directors of,
and consultants  and advisors to, the Company or any  Subsidiary;  provided that
Incentive  Options  may only be  granted to  employees  of the  Company  and the
Subsidiaries. In selecting Optionees, and in determining the number of shares to
be covered by each Option  granted to Optionees,  the Committee may consider the
office or position held by the Optionee or the  Optionee's  relationship  to the
Company,  the Optionee's  degree of  responsibility  for and contribution to the
growth and success of the Company or any  Subsidiary,  the Optionee's  length of
service, age, promotions, potential and any other factors that the Committee may
consider  relevant.  An Optionee who has been granted an Option hereunder may be
granted an additional Option or Options, if the Committee shall so determine.


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<PAGE>

      4.    STOCK RESERVED FOR THE PLAN.

      Subject  to  adjustment  as  provided  in  Section  7  hereof,  a total of
7,000,000 shares of the Company's Common Stock, $.00008 par value per share (the
"Stock"),  shall be subject to the Plan.  The maximum  number of shares of Stock
that may be subject to options  granted under the Plan to any  individual in any
calendar year shall not exceed 3,000,000, and the method of counting such shares
shall conform to any requirements  applicable to performance-based  compensation
under Section  162(m) of the Code. The shares of Stock subject to the Plan shall
consist of unissued shares,  treasury shares or previously issued shares held by
any  Subsidiary of the Company,  and such amount of shares of Stock shall be and
is hereby reserved for such purpose. Any of such shares of Stock that may remain
unsold and that are not subject to outstanding Options at the termination of the
Plan  shall  cease to be  reserved  for the  purposes  of the  Plan,  but  until
termination  of the Plan the  Company  shall at all times  reserve a  sufficient
number of  shares of Stock to meet the  requirements  of the  Plan.  Should  any
Option expire or be canceled  prior to its exercise in full or should the number
of shares of Stock to be  delivered  upon the  exercise  in full of an Option be
reduced for any reason,  the shares of Stock theretofore  subject to such Option
may be subject to future Options under the Plan, except where such reissuance is
inconsistent with the provisions of Section 162(m) of the Code.

      5.    TERMS AND CONDITIONS OF OPTIONS.

      Options  granted  under  the  Plan  shall  be  subject  to  the  following
conditions  and  shall  contain  such  additional  terms  and  conditions,   not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

      (a) Option Price.  The purchase  price of each share of Stock  purchasable
under an Incentive  Option shall be  determined  by the Committee at the time of
grant,  but shall not be less than  100% of the Fair  Market  Value (as  defined
below)  of such  share of Stock on the date the  Option  is  granted;  provided,
however, that with respect to an Optionee who, at the time such Incentive Option
is granted,  owns  (within the meaning of Section  424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or
of any Subsidiary,  the purchase price per share of Stock shall be at least 110%
of the Fair Market  Value per share of Stock on the date of grant.  The purchase
price of each share of Stock purchasable  under a Nonqualified  Option shall not
be less than 80% of the Fair Market Value of such share of Stock on the date the
Option is granted; provided, however, that if an option granted to the Company's
Chief  Executive  Officer  or to any of the  Company's  other  four most  highly
compensated  officers is intended to qualify as  performance-based  compensation
under Section 162(m) of the Code, the exercise price of such Option shall not be
less than 100% of the Fair Market Value (as such term is defined  below) of such
share of Stock on the date the Option is granted.  The  exercise  price for each
Option  shall be subject to  adjustment  as provided  in Section 7 below.  "Fair
Market Value" means the closing price of publicly  traded shares of Stock on the
principal securities exchange on which shares of Stock are listed (if the shares
of Stock are so listed),  or on the NASDAQ  Stock Market (if the shares of Stock
are  regularly  quoted  on the  NASDAQ  Stock  Market),  or, if not so listed or
regularly quoted,  the mean between the closing bid and asked prices of publicly
traded shares of Stock in the over-the-counter market, or, if such bid and asked
prices  shall  not  be  available,  as  reported  by any  nationally  recognized
quotation service selected by the Company,  or as determined by the Committee in
a manner  consistent  with the provisions of the Code.  Anything in this Section
5(a) to the contrary notwithstanding,  in no event shall the purchase price of a
share of Stock be less  than the  minimum  price  permitted  under the rules and
policies of any  national  securities  exchange on which the shares of Stock are
listed.


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<PAGE>

      (b) Option Term.  The term of each Option shall be fixed by the Committee,
but no Option  shall be  exercisable  more  than ten  years  after the date such
Option is granted and in the case of an Incentive  Option granted to an Optionee
who, at the time such Incentive  Option is granted,  owns (within the meaning of
Section 424(d) of the Code) more than 10% of the total combined  voting power of
all  classes of stock of the  Company or of any  Subsidiary,  no such  Incentive
Option shall be  exercisable  more than five years after the date such Incentive
Option is granted.

      (c)  Exercisability.  Subject to Section  5(j)  hereof,  Options  shall be
exercisable  at such time or times and subject to such terms and  conditions  as
shall be determined by the Committee.

      Upon the occurrence of a "Change in Control" (as hereinafter defined), the
      Committee may  accelerate  the vesting and  exercisability  of outstanding
      Options,  in whole or in part,  as determined by the Committee in its sole
      discretion. In its sole discretion, the Committee may also determine that,
      upon the occurrence of a Change in Control,  each outstanding Option shall
      terminate  within a specified  number of days after notice to the Optionee
      thereunder,  and each such Optionee  shall  receive,  with respect to each
      share of Company  Stock  subject to such  Option,  an amount  equal to the
      excess of the Fair Market Value of such shares  immediately  prior to such
      Change in Control over the exercise  price per share of such Option;  such
      amount  shall  be  payable  in  cash,  in one or more  kinds  of  property
      (including  the  property,  if  any,  payable  in  the  transaction)  or a
      combination  thereof,  as  the  Committee  shall  determine  in  its  sole
      discretion.

      For  purposes  of the Plan,  a Change in  Control  shall be deemed to have
      occurred if:

      (i) a  tender  offer  (or  series  of  related  offers)  shall be made and
      consummated  for the  ownership of 50% or more of the  outstanding  voting
      securities  of the  Company,  unless as a result of such tender offer more
      than  50%  of the  outstanding  voting  securities  of  the  surviving  or
      resulting  corporation shall be owned in the aggregate by the shareholders
      of the Company (as of the time  immediately  prior to the  commencement of
      such offer), any employee benefit plan of the Company or its Subsidiaries,
      and their affiliates;

      (ii) the Company shall be merged or consolidated with another corporation,
      unless as a result of such  merger or  consolidation  more than 50% of the
      outstanding  voting  securities of the surviving or resulting  corporation
      shall be owned in the aggregate by the  shareholders of the Company (as of
      the time immediately prior to such transaction), any employee benefit plan
      of the Company or its Subsidiaries, and their affiliates;


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<PAGE>

      (iii) the Company  shall sell  substantially  all of its assets to another
      corporation that is not wholly owned by the Company, unless as a result of
      such sale more than 50% of such assets shall be owned in the  aggregate by
      the shareholders of the Company (as of the time immediately  prior to such
      transaction), any employee benefit plan of the Company or its Subsidiaries
      and their affiliates; or

      (iv) a  Person  (as  defined  below)  shall  acquire  50% or  more  of the
      outstanding   voting   securities  of  the  Company   (whether   directly,
      indirectly,  beneficially  or of  record),  unless  as a  result  of  such
      acquisition  more than 50% of the  outstanding  voting  securities  of the
      surviving or resulting  corporation shall be owned in the aggregate by the
      shareholders of the Company (as of the time immediately prior to the first
      acquisition of such securities by such Person),  any employee benefit plan
      of the Company or its Subsidiaries, and their affiliates.

      For purposes of this Section 5(c),  ownership of voting  securities  shall
      take into account and shall  include  ownership as  determined by applying
      the  provisions of Rule  13d-3(d)(I)(i)  (as in effect on the date hereof)
      under the Exchange Act. In addition,  for such  purposes,  "Person"  shall
      have the meaning given in Section 3(a)(9) of the Exchange Act, as modified
      and used in Sections 13(d) and 14(d) thereof;  however, a Person shall not
      include (A) the Company or any of its Subsidiaries; (B) a trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      or  any of  its  Subsidiaries;  (C)  an  underwriter  temporarily  holding
      securities  pursuant  to  an  offering  of  such  securities;   or  (D)  a
      corporation  owned,  directly or indirectly,  by the  shareholders  of the
      Company in  substantially  the same proportion as their ownership of stock
      of the Company.

      (d) Method of  Exercise.  Options to the extent  then  exercisable  may be
exercised  in whole or in part at any time during the option  period,  by giving
written  notice to the  Company  specifying  the number of shares of Stock to be
purchased,  accompanied by payment in full of the purchase price, in cash, or by
check  or such  other  instrument  as may be  acceptable  to the  Committee.  As
determined by the Committee, in its sole discretion,  at or after grant, payment
in full or in part may be made at the  election of the  Optionee (i) in the form
of Stock owned by the  Optionee  (based on the Fair Market Value of the Stock on
the trading day before the Option is exercised)  which is not the subject of any
pledge or security interest, (ii) in the form of shares of Stock withheld by the
Company  from the shares of Stock  otherwise to be received  with such  withheld
shares of Stock having a Fair Market Value on the date of exercise  equal to the
exercise  price  of the  Option,  or (iii) by a  combination  of the  foregoing,
provided that the combined value of all cash and cash  equivalents  and the Fair
Market Value of any shares  surrendered to the Company is at least equal to such
exercise  price and except with  respect to (ii)  above,  such method of payment
will not cause a  disqualifying  disposition  of all or a  portion  of the Stock
received upon exercise of an Incentive  Option. An Optionee shall have the right
to dividends and other rights of a  stockholder  with respect to shares of Stock
purchased  upon  exercise  of an Option at such time as the  Optionee  has given
written  notice of  exercise  and has paid in full for such  shares and (ii) has
satisfied such conditions that may be imposed by the Company with respect to the
withholding of taxes.


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<PAGE>

      (e) Termination by Death. Unless otherwise determined by the Committee, if
any  Optionee's  employment  with or  service to the  Company or any  Subsidiary
terminates by reason of death,  the Option may  thereafter be exercised,  to the
extent then  exercisable  (or on such  accelerated  basis as the Committee shall
determine at or after grant),  by the legal  representative  of the estate or by
the legatee of the Optionee under the will of the Optionee,  for a period of one
year after the date of such death or until the  expiration of the stated term of
such Option as provided under the Plan, whichever period is shorter.

      (f) Termination by Reason of Disability.  Unless  otherwise  determined by
the Committee,  if any Optionee's  employment  with or service to the Company or
any  Subsidiary  terminates  by reason of total and  permanent  disability,  any
Option held by such Optionee may  thereafter be exercised,  to the extent it was
exercisable at the time of termination due to Disability (or on such accelerated
basis  as the  Committee  shall  determine  at or after  grant),  but may not be
exercised  after 60 days after the date of such  termination  of  employment  or
service or the expiration of the stated term of such Option, whichever period is
shorter;  provided,  however,  that,  if the  Optionee  dies  within such 60-day
period,  any  unexercised  Option  held by such  Optionee  shall  thereafter  be
exercisable to the extent to which it was exercisable at the time of death for a
period of one year after the date of such  death or for the stated  term of such
Option, whichever period is shorter.

      (g) Termination by Reason of Retirement.  Unless  otherwise  determined by
the Committee,  if any Optionee's  employment  with or service to the Company or
any Subsidiary terminates by reason of Normal or Early Retirement (as such terms
are defined below), any Option held by such Optionee may thereafter be exercised
to the  extent it was  exercisable  at the time of such  Retirement  (or on such
accelerated  basis as the Committee shall determine at or after grant),  but may
not be exercised after 60 days after the date of such  termination of employment
or service or the expiration of the stated term of such Option, whichever period
is shorter;  provided,  however,  that,  if the Optionee dies within such 60-day
period,  any  unexercised  Option  held by such  Optionee  shall  thereafter  be
exercisable, to the extent to which it was exercisable at the time of death, for
a period of one year after the date of such death or for the stated term of such
Option, whichever period is shorter.

      For  purposes  of this  paragraph  (h),  "Normal  Retirement"  shall  mean
retirement  from  active  employment  with  or  service  to the  Company  or any
Subsidiary on or after the normal  retirement  date  specified in the applicable
Company or  Subsidiary  pension  plan or if no such  pension  plan,  age 65, and
"Early  Retirement" shall mean retirement from active employment with or service
to the Company or any Subsidiary pursuant to the early retirement  provisions of
the  applicable  Company or Subsidiary  pension plan or if no such pension plan,
age 55.


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<PAGE>

      (h) Other Termination.  Unless otherwise  determined by the Committee,  if
any  Optionee's  employment  with or  service to the  Company or any  Subsidiary
terminates  for any  reason  other  than  death,  Disability  or Normal or Early
Retirement, the Option shall thereupon terminate, except that the portion of any
Option that was  exercisable  on the date of such  termination  of employment or
service may be exercised for the lesser of 30 days after the date of termination
or the balance of such  Option's  term if the  Optionee's  employment or service
with  the  Company  or any  Subsidiary  is  terminated  by the  Company  or such
Subsidiary  without cause (the  determination as to whether  termination was for
cause to be made by the Committee).  The transfer of an Optionee from the employ
of or service to the  Company  to the employ of or service to a  Subsidiary,  or
vice versa, or from one Subsidiary to another, shall not be deemed to constitute
a termination of employment or service for purposes of the Plan.

      (i) Limit on Value of Incentive  Option.  The aggregate Fair Market Value,
determined  as of the date the Incentive  Option is granted,  of Stock for which
Incentive  Options are exercisable for the first time by any Optionee during any
calendar year under the Plan (and/or any other stock option plans of the Company
or any Subsidiary) shall not exceed $100,000.

      (j) Incentive  Option  Shares.  A grant of an Incentive  Option under this
Plan shall provide that (a) the Optionee shall be required as a condition of the
exercise to furnish to the Company any payroll  (employment)  tax required to be
withheld,  and (b)if the  Optionee  makes a  disposition,  within the meaning of
Section 424(c) of the Code and regulations promulgated thereunder,  of any share
or shares of Stock issued to him upon  exercise of an Incentive  Option  granted
under the Plan within the two-year  period  commencing on the day after the date
of the grant of such Incentive Option or within a one-year period  commencing on
the day after the date of transfer of the share or shares to him pursuant to the
exercise  of  such  Incentive  Option,  he  shall,  within  10 days  after  such
disposition,  notify the Company thereof and immediately  deliver to the Company
any amount of United  States  federal,  state and local  income tax  withholding
required by law.

      6.    TERM OF PLAN.

      No Option  shall be granted  pursuant  to the Plan on or after  August 31,
2010, but Options theretofore granted may extend beyond that date.

      7.    CAPITAL CHANGE OF THE COMPANY.

      In   the   event   of   any   merger,    reorganization,    consolidation,
recapitalization,  stock  dividend,  or  other  change  in  corporate  structure
affecting  the Stock,  the  Committee  shall make an  appropriate  and equitable
adjustment in the number and kind of shares reserved for issuance under the Plan
and in the number  and option  price of shares  subject to  outstanding  Options
granted  under  the Plan,  to the end that  after  such  event  each  Optionee's
proportionate  interest shall be maintained as immediately before the occurrence
of such event.  The Committee  shall,  to the extent  feasible,  make such other
adjustments as may be required under the tax laws so that any Incentive  Options
previously  granted shall not be deemed  modified  within the meaning of Section
424(h) of the Code.


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<PAGE>

      8.    PURCHASE FOR INVESTMENT.

      Unless the  Options  and shares  covered by the Plan have been  registered
under the  Securities  Act of 1933, as amended (the  "Securities  Act"),  or the
Company  has  determined  that such  registration  is  unnecessary,  each person
exercising  an Option  under the Plan may be  required  by the Company to give a
representation  in writing that he is  acquiring  the 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.

      9.    TAXES.

      The  Company  may  make  such  provisions  as  it  may  deem  appropriate,
consistent with applicable law, in connection with any Options granted under the
Plan  with  respect  to  the  withholding  of any  taxes  (including  income  or
employment taxes) or any other tax matters.

      10.   EFFECTIVE DATE OF PLAN.

      The Plan shall be effective on October 15, 2003.

      11.   AMENDMENT AND TERMINATION.

      The Board may  amend,  suspend,  or  terminate  the Plan,  except  that no
amendment  shall be made that would impair the rights of any Optionee  under any
Option theretofore  granted without the Optionee's  consent,  and except that no
amendment shall be made which,  without the approval of the  stockholders of the
Company would:

      (a) materially  increase the number of shares that may be issued under the
Plan, except as is provided in Section 7;

      (b) materially  increase the benefits  accruing to the Optionees under the
Plan;

      (c) materially modify the requirements as to eligibility for participation
in the Plan;

      (d) decrease the exercise  price of an Incentive  Option to less than 100%
of the Fair Market Value per share of Stock on the date of grant  thereof or the
exercise  price of a  Nonqualified  Option to less  than 80% of the Fair  Market
Value per share of Stock on the date of grant thereof; or

      (e) extend  the term of any Option  beyond  that  provided  for in Section
5(b).

      The  Committee  may  amend the terms of any  Option  theretofore  granted,
prospectively or retroactively, but no such amendment shall impair the rights of
any Optionee without the Optionee's  consent.  The Committee may also substitute
new Options for previously  granted  Options,  including  options  granted under
other plans applicable to the participant and previously  granted Options having
higher option prices, upon such terms as the Committee may deem appropriate.


                                       8

<PAGE>


      12.   GOVERNMENT REGULATIONS.

      The  Plan,  and the grant  and  exercise  of  Options  hereunder,  and the
obligation of the Company to sell and deliver  shares under such Options,  shall
be subject to all applicable laws, rules and regulations,  and to such approvals
by any  governmental  agencies,  national  securities  exchanges and interdealer
quotation systems as may be required.

      13.   GENERAL PROVISIONS.

      (a) Certificates. All certificates for shares of Stock delivered under the
Plan shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, or other securities commission having
jurisdiction, any applicable Federal or state securities law, any stock exchange
or  interdealer  quotation  system upon which the Stock is then listed or traded
and the  Committee  may  cause a legend  or  legends  to be  placed  on any such
certificates to make appropriate reference to such restrictions.

      (b) Employment Matters. The adoption of the Plan shall not confer upon any
Optionee of the Company or any Subsidiary any right to continued  employment or,
in the case of an Optionee who is a director,  continued  service as a director,
with the Company or a Subsidiary,  as the case may be, nor shall it interfere in
any way with  the  right of the  Company  or any  Subsidiary  to  terminate  the
employment of any of its  employees,  the service of any of its directors or the
retention of any of its consultants or advisors at any time.

      (c) Limitation of Liability.  No member of the Board or the Committee,  or
any  officer or  employee  of the  Company  acting on behalf of the Board or the
Committee,  shall  be  personally  liable  for  any  action,   determination  or
interpretation  taken or made in good  faith with  respect to the Plan,  and all
members of the Board or the  Committee  and each and any  officer or employee of
the Company  acting on their behalf  shall,  to the extent  permitted by law, be
fully  indemnified  and  protected by the Company in respect of any such action,
determination or interpretation.

      (d)  Registration  of Stock.  Notwithstanding  any other  provision in the
Plan,  no Option may be  exercised  unless and until the Stock to be issued upon
the exercise thereof has been registered under the Securities Act and applicable
state securities laws, or are, in the opinion of counsel to the Company,  exempt
from such registration in the United States.  The Company shall not be under any
obligation to register under  applicable  federal or state  securities  laws any
Stock to be issued upon the exercise of an Option granted  hereunder in order to
permit the exercise of an Option and the issuance and sale of the Stock  subject
to such Option,  although the Company may in its sole  discretion  register such
Stock at such time as the Company  shall  determine.  If the Company  chooses to
comply with such an exemption from registration, the Stock issued under the Plan
may, at the direction of the Committee,  bear an appropriate  restrictive legend
restricting  the transfer or pledge of the Stock  represented  thereby,  and the
Committee may also give appropriate stop transfer  instructions  with respect to
such Stock to the Company's transfer agent.


                                         PACIFIC REALM, INC.

                                         OCTOBER 15, 2003


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