STOCK AWARD PLAN - I

1. Purpose. This Stock Award Plan - I (the 'Plan') of Megola, Inc. (the
'Company'), for selected consultants and advisors to the Company is intended to
advance the best interests of the Company by providing stock-based compensation
to consultants of the Company.

2. Administration. The Plan shall be administered by the Board of Directors of
the Company (the 'Board') which shall keep the minutes of its proceedings with
regard to the Plan and all records, documents, and data pertaining to its
administration of the Plan. A majority of the members of the Board shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Board may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a majority of its
members. Any decision or determination reduced to writing and signed by a
majority of the members shall be as effective as if it had been made by a
majority vote at a meeting properly called and held. All questions of
interpretation and application of the Plan shall be subject to the determination
of the Board. The actions of the Board in exercising all of the rights, powers
and authorities set out in this Plan, when performed in good faith and in its
sole judgment, shall be final, conclusive, and binding on the parties.

3. Shares Available Under the Plan. The stock subject the Stock Awards shall be
shares of the Company's Common Stock (the 'Common Stock'). The total number of
shares of Common Stock available under the Plan shall not exceed in the
aggregate 1,500,000. Such shares may be treasury shares or authorized but
unissued shares.

4. Eligibility. The individuals who shall be eligible to participate in the Plan
shall be any consultant, advisor or other person providing services to the
Company, provided the services are not related to any prohibited activity
(hereinafter such persons may sometimes be referred to as the 'Eligible
Individuals'). Prohibited Activity shall include the following:

      o     Any services in connection with the offer or sale of securities in a
            capital-raising transaction, any services that directly or
            indirectly promote or maintain a market for the Company's
            securities, and any services in connection with a shell merger.

5. Authority to Grant Stock Awards. The Board may award and issue shares of
Common Stock under the Plan to an Eligible Individual ('Stock Award'). Stock
Awards may be made in lieu of cash compensation or as additional compensation.

6. Stock Awards in Lieu of Compensation. The Board shall grant Common Stock to
an Eligible Individual under the Plan, without any payment by the individual, in
lieu of cash compensation.

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7. Registration. The Company is obligated immediately upon a Stock Award to
register securities covered by a Stock Award on Form S-8 pursuant to the 1933
Act (as now in effect or as hereafter amended) and following the filing of the
registration statement, the Stock Award shall be issued without restrictive
legend.

8. Governing Law and Interpretation. This Plan shall be governed by the laws of
the state of Nevada. Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan.

9. Effective Date of Plan. The Plan shall become effective as of the date
adopted by the Board of Directors (the 'Effective Date') and shall terminate on
December 31, 2005.