TECHALT, INC.

                             2005 STOCK OPTION PLAN

      1. Purpose. The purpose of this Plan is to provide additional incentives
to key employees, officers, directors and independent contractors of TECHALT,
INC., and any Parent or Subsidiary it may at any time have, thereby helping to
attract and retain the best available personnel for positions of responsibility
with those entities and otherwise promoting the success of the business
activities of such entities. It is intended that Options issued under this Plan
constitute either incentive stock options or nonqualified stock options.

      2. Definitions. As used herein, the following definitions apply:

            (a) "1934 Act" means the Securities Exchange Act of 1934, as
      amended.

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

            (c) "Change of Control Event" shall mean the occurrence of any of
      the following events: (i) the acquisition at any time (excluding any
      acquisition in connection with any public offering of equity securities of
      the Company pursuant to a registration statement filed under the
      Securities Act or any acquisition by management personnel, directly or
      indirectly) by a "person" or "group" (as used in Sections 13(d) and
      14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange
      Act")) (excluding, for this purpose, the Company or any Subsidiary or any
      employee benefit plan of the Company or any Subsidiary) of the beneficial
      ownership (as defined in Rule 13d-3 promulgated under the Exchange Act),
      directly or indirectly, of securities representing fifty percent (50%) or
      more of the combined voting power of the then-outstanding securities of
      the Company, (ii) the acquisition at any time (excluding any acquisition
      in connection with any public offering of equity securities of the Company
      pursuant to a registration statement filed under the Securities Act or any
      acquisition by management personnel, directly or indirectly) by a "person"
      or "group" (as used in Sections 13(d) and 14(d)(2) of the Exchange Act) of
      equity securities that have the voting authority to appoint a majority of
      the persons on the Company's Board of Directors, (iii) the Company
      consolidates with, or merges with or into, another entity (other than a
      Parent or Subsidiary in a transaction which is not otherwise a Change of
      Control Event), or sells, assigns, conveys, transfers, leases or otherwise
      disposes of all or substantially all of its assets to any person or
      entity, or any entity consolidates with, or merges with or into the
      Company, in any such event pursuant to a transaction in which the
      outstanding voting stock of the Company is converted into or exchanged for
      cash, securities or other property, and as a result of which immediately
      following such transaction the shareholders of the Company shall not hold,
      directly or indirectly, a majority of the voting power of the
      then-outstanding securities of the surviving entity, (iv) during any
      consecutive two-year period commencing on or after June 1, 2006,
      individuals who at the beginning of such period constituted the Board of
      Directors of the Company (together with any new directors whose election
      by such Board or whose nomination for election by the shareholders of the
      Company, was approved by a vote of 66-2/3% of the directors then still in
      office who were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease for
      any reason to constitute a majority of the Board of Directors then in
      office, or (v) a liquidation or dissolution of the Company (other than a
      liquidation into a parent or Subsidiary that is not otherwise a Change of
      Control Event).


<PAGE>

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

            (e) "Common Stock" means the Company's common stock.

            (f) "Committee" means the Board or the Committee appointed by the
      Board in accordance with Section 4(a).

            (g) "Company" means TechAlt Inc., a Nevada corporation and its
      successors.

            (h) "Continuous Relationship with the Company" means (i) with
      respect to an employee of the Company, the absence of any interruption or
      termination of such person's employment with the Company, its Parent or
      Subsidiary, or (ii) with respect to an Independent Contractor, the absence
      of any interruption or termination of such person's service as an
      Independent Contractor to the Company; Continuous Relationship with the
      Company will not be considered interrupted in the case of sick leave,
      military leave, or any other approved leave of absence.

            (i) "Date of Grant" shall mean the day and year written in the Stock
      Option Agreement relating to such Option. The Date of Grant for an Option
      granted to an Employee may be any date on or after the Employee's first
      day of employment with the Company, even if such date is prior to the
      effective date of this Plan. The Date of Grant for an Option granted to an
      Independent Contractor may be any date on or after the date the
      Independent Contractor began performing services for the Company, even if
      such date is prior to the effective date of this Plan.

            (j) "Employee" means any person employed by or serving as an
      employee, officer of the Company or any Subsidiary or Parent of the
      Company (as such terms are defined in Section 424 of the Code) that is
      hereafter organized or acquired by the Company.

            (k) "Incentive Stock Option" has the meaning set forth in Section
      422(b) of the Code.

            (l) "Independent Contractor" shall mean any person performing
      services for the Company or for any "Subsidiary" or "Parent" of the
      Company other than as an Employee, including, but not limited to, persons
      acting as a Non-Employee Director or acting on any board of advisors to
      the Company; and references to performing services for the Company shall
      be deemed to include the Company and/or any Subsidiary or Parent of the
      Company, as the context may require.


                                     - 2 -
<PAGE>

            (m) "Non-Employee Director" has the meaning set forth in Rule 16b-3
      under the 1934 Act.

            (n) "Non-qualified Stock Option" shall mean an option which is not
      an Incentive Stock Option.

            (o) "Option" means a stock option granted under the Plan.

            (p) "Optioned Stock" means the Common Stock subject to an Option.

            (q) "Optionee" means any person who receives an Option.

            (r) "Parent" means a "Parent Corporation" as defined in Section 424
      of the Code.

            (s) "Plan" means this 2005 Stock Option Plan and any additional
      amendments.

            (t) "Securities Act" means the Securities Act of 1933, as amended.

            (u) "Stock Option Agreement" means an agreement executed by an
      officer of the Company and an Employee or Independent Contractor, as
      appropriate, evidencing the grant of an Option.

            (v) "Subsidiary" means a "Subsidiary Corporation" as defined in
      Section 424 of the Code.

            Where appropriate, words used in the Plan in the singular may mean
      the plural, the plural may mean the singular and the masculine may mean
      the feminine.

      3. Stock Subject to Options.

            (a) Number of Shares Reserved. The maximum number of shares that may
      be optioned and sold under the Plan is the greater of (i) five million
      (5,000,000) shares of Common Stock of the Company, subject to adjustment
      as provided in Section 6(j), or (ii) twenty percent (20%) of the total
      number of shares of Common Stock that would be outstanding if each class
      of the Company's stock (including each class of preferred stock) were
      converted into shares of Common Stock. During the term of this Plan, the
      Company shall at all times reserve and keep available a sufficient number
      of authorized but unissued shares of its Common Stock to satisfy the
      requirements of the Plan. Notwithstanding the foregoing, in no event shall
      the number of shares of Common Stock which may be issued upon the exercise
      of Incentive Stock Options exceed five million (5,000,000) shares, subject
      to the adjustment provided in Section 6(j).

            (b) Expired Options. If any outstanding Option expires or becomes
      unexercisable for any reason without having been exercised in full, the
      shares of Common Stock allocable to the unexercised portion of such Option
      will again become available for other Option grants.


                                     - 3 -
<PAGE>

      4. Administration of the Plan.

            (a) The Committee. The Plan is administered by the Board directly,
      acting as a Committee of the whole, or if the Board elects, by a separate
      Committee appointed by the Board for that purpose and consisting of at
      least two Board members, all of who shall be Non-Employee Directors. All
      references in the Plan to the "Committee" are to such separate Committee,
      if any is established, or if none is then in existence, then to the Board
      as a whole. Once appointed, any such Committee shall continue to serve
      until otherwise directed by the Board. From time to time the Board may
      increase the size of the Committee and appoint additional members thereto,
      remove members (with or without cause), appoint new members in
      substitution therefor, and fill vacancies (however caused). At all times,
      the Board has the power to remove all members of the Committee and
      thereafter to directly administer the Plan as a Committee of the whole.

            (b) Meetings; Reports. The Committee shall select one of its members
      as chairman, and hold meetings at such times and places as the chairman or
      a majority of the Committee may determine. All actions of the Committee
      shall be either by:

                  (1) a majority vote of the members of the full Committee at a
            meeting of the Committee, or

                  (2) by unanimous written consent of all members of the full
            Committee without a meeting.

      At least annually, the Committee shall present a written report to the
      Board indicating the persons to whom Options have been granted since the
      date of the last such report, and in each case the date or dates of
      Options granted, the number of shares optioned, and the Option price per
      share.

            (c) Powers of the Committee. Subject to all provisions and
      limitations of the Plan, the Committee has the authority and discretion
      to:

                  (1) Determine the persons to whom Options are to be granted,
            the times of grant, the number of shares to be represented by each
            Option, and the vesting schedule of the Options;

                  (2) Interpret the Plan (but only to the extent not contrary to
            the express provisions of the Plan);

                  (3) Authorize any person or persons to execute and deliver
            Stock Option Agreements or to take any other actions deemed by the
            Committee to be necessary or appropriate to effectuate the grant of
            Options by the Committee; and


                                     - 4 -
<PAGE>

                  (4) Make all other determinations and take all other actions
            that the Committee deems necessary or appropriate to administer the
            Plan in accordance with its terms and conditions.

            (d) Final Authority; Limitation of Liability. The Committee's
      decisions, determinations and interpretations are final and binding on all
      persons, including all Optionees and any other holders or persons
      interested in any Options, unless otherwise expressly determined by a vote
      of the majority of the entire Board. No member of the Committee or of the
      Board may be held liable for any action or determination made in good
      faith with respect to the Plan or any Option.

            (e) Approval of Grants to Committee Composed of Non-Employee
      Directors. Any grant of Options to a member of a Committee composed of
      Non-Employee Directors shall be approved of by the full Board of
      Directors. The full Board of Directors shall then be construed as the
      Committee for purposes of administering the Plan with respect to such
      Options.

      5. Eligibility; Limitation of Rights. The grant of Options under the Plan
is entirely discretionary with the Committee, and the adoption of the Plan does
not confer upon any person any right to receive any Option or Options unless and
until granted by the Committee, in its sole discretion. Neither the adoption of
the Plan nor the grant of any Options to any person or Optionee will confer any
right to continued employment, nor shall the same interfere in any way with that
person's right or that of the Company (or any Parent or Subsidiary) to terminate
the person's employment at any time.

      6. Option Terms; Conditions. All Option grants under the Plan shall be (i)
approved by the Committee, and (ii) documented by a Stock Option Agreement in
such form as the Committee approves from time to time. All Stock Option
Agreements shall comply with, and are subject to the following terms and
conditions:

            (a) Number of Shares. Each Stock Option Agreement shall state the
      number of shares subject to Option. Any number of Options may be granted
      to a single eligible person at any time and from time to time, subject to
      the maximum number of Options available for granting pursuant to this
      Plan.

            (b) Exercise Price. The exercise price ("Exercise Price") of the
      Option shall be determined by the Committee subject to its own discretion,
      it being understood that the price so determined by the Committee may vary
      from one Eligible Participant to another. The Stock Option Agreement shall
      state the price per share of Common Stock at which the Option is
      exercisable. The Exercise Price shall be fixed by the Committee at what
      ever price the Committee may determine in the exercise of its sole
      discretion, provided that:

                  (1) The per share Exercise Price for any Option granted to an
            Optionee shall not be less than the fair market value per share of
            the Common Stock on the Date of Grant thereof as reasonably
            determined by the Committee;


                                     - 5 -
<PAGE>

                  (2) With respect to Incentive Stock Options granted to
            greater-than-ten-percent shareholders of the Company or the Parent
            of the Company, the exercise price per share shall not be less than
            one hundred ten percent (110%) of the fair market value per share of
            the Common Stock on the Date of Grant thereof as reasonably
            determined by the Committee;

                  (3) The Options granted in substitution for outstanding
            options of another corporation in connection with the merger,
            consolidation, acquisition of property or stock or other
            reorganization involving such other corporation and the Company or
            any subsidiary of the Company may be granted with an Exercise Price
            equal to the exercise price for the substituted option of the other
            corporation, subject to any adjustment consistent with the terms of
            the transaction pursuant to which the substituted option is to be
            issued; and

                  (4) The Incentive Stock Options granted to the Employee to the
            extent that the fair market value of the Shares which are
            exercisable for the first time by any Optionee during any calendar
            year exceeds $100,000, such Options shall be treated as Options
            which are not Incentive Stock Options.

            (c) Consideration; Manner of Exercise. The Exercise Price shall be
      payable either (i) in U.S. dollars, or (ii) if approved by the Board, in
      other consideration, including, without limitation, Common Stock of the
      Company or other property. An Option is deemed to be exercised when
      written notice of exercise has been given to the Company in accordance
      with the terms of the Option by the person entitled to exercise the
      Option, together with full payment of the Exercise Price for the shares of
      Optioned Stock subject to said notice.

            (d) Term of Option. Under no circumstances may an Option granted
      under the Plan be exercisable after the expiration of ten (10) years from
      the date on which such Option is granted. The term in which each Option
      may be exercised ("Exercise Period") shall be determined by the Committee
      in its discretion, and set forth in the Stock Option Agreement.

            (e) Date of Grant; Vesting; Holdings Period. The Date of Grant of an
      Option, for all purposes, is the date the Committee makes the
      determination granting the Option or such future date as may be set forth
      in the Stock Option Agreement. Shares of Common Stock obtained upon the
      exercise of any Option may not be sold by any Optionee that is subject to
      Section 16 of the 1934 Act until six (6) months have elapsed since the
      Date of Grant of the Option. The vesting schedule for all Options shall be
      determined by the Committee in its discretion and shall be stated in the
      Stock Option Agreement.

            (f) Death of Optionee. Unless otherwise stated in the Stock Option
      Agreement, in the event of the death during the Exercise Period of an
      Optionee who was then an Employee or Independent Contractor, the unvested
      portion of the Option held by such Optionee shall terminate on the date of
      the Optionee's death. The unexercised and vested portion of the Option
      that is an Incentive Stock Option may be exercised by the Optionee's
      estate within one (1) year of the death of the Optionee, whereafter, the
      remaining unexercised portion of such Option shall terminate. The
      unexercised and vested portion of the deceased Optionee's Option that is a
      Non-Qualified Option may be exercised until the last day of the fifteenth
      (15th) calendar month following the month in which death of the Optionee
      occurs, whereafter, the remaining unexercised portion of such Option shall
      terminate. Under these circumstances, the Option will be exercisable by
      the Optionee's estate, or by such person or persons who have acquired the
      right to exercise the Option by bequest or by inheritance or by reason of
      the Optionee's death. Any Optioned Stock subject to the unvested portion
      of an Option shall revert back into the pool of Common Stock available for
      issuance under the Plan and shall be available for grant pursuant to a new
      Option.


                                     - 6 -
<PAGE>

                  (g) Disability of Optionee. Unless otherwise stated in the
            Stock Option Agreement, if an Optionee's status as an Employee or
            Independent Contractor is terminated at any time during the Exercise
            Period by reason of the disability of the Optionee within the
            meaning of Section 22(e)(3) of the Code, the unvested portion of the
            Option held by such Optionee shall terminate on the date of
            termination of the Optionee's employment or status as an Independent
            Contractor (such date being the "Date of Disability"). The
            unexercised and vested portion of the Option that is an Incentive
            Stock Option may be exercised by the Optionee within one (1) year of
            the Date of Disability, whereafter, the remaining unexercised
            portion of such Option shall terminate. The unexercised and vested
            portion of the Option that is a Non-Qualified Stock Option may be
            exercised by the Optionee until the last day of the fifteenth (15th)
            calendar month following the month in which the Date of Disability
            occurs, whereafter, the remaining unexercised portion of such Option
            shall terminate. Any Optioned Stock subject to the unvested portion
            of an Option shall revert back into the pool of Common Stock
            available for issuance under the Plan and shall be available for
            grant pursuant to a new Option.

                  (h) Termination of Status as an Employee or Independent
            Contractor.

                        (1) Unless otherwise stated in the Stock Option
                  Agreement, if an Optionee's status as an Employee or
                  Independent Contractor is terminated by the Optionee at any
                  time after the Date of Grant for any reason other than death
                  or disability, as provided in Sections 6(f) and 6(g) hereof,
                  then the unexercised and vested portion of an Option shall
                  terminate ninety (90) days following the date on which
                  Optionee's termination of status as an Employee or Independent
                  Contractor occurs, as applicable. Any Optioned Stock subject
                  to the unvested portion of an Option shall revert back into
                  the pool of Common Stock available for issuance under the Plan
                  and shall be available for grant pursuant to a new Option.

                        (2) Unless otherwise stated in the Stock Option
                  Agreement, if an Optionee's status as an Employee or
                  Independent Contractor is terminated by the Company, and such
                  termination is for "cause" (such termination being referred to
                  as a "Termination for Cause") at any time after the grant of
                  an Option by the Company, then all Options (both vested and
                  unvested) shall terminate on the date of termination of
                  Optionee's status as an Employee or Independent Contractor, as
                  applicable, and any Optioned Stock subject to such Options
                  shall revert back into the pool of Common Stock available for
                  issuance under the Plan and shall be available for grant
                  pursuant to a new Option. An Optionee's status as an Employee
                  or Independent Contractor shall be deemed to have been
                  terminated for "cause" if such termination is determined, in
                  the sole discretion of the Committee, to have resulted from
                  any of the following: (i) an act or omission by the Optionee
                  constituting active and deliberate dishonesty, as established
                  by a final judgment or actual receipt of an improper benefit
                  or profit in money, property or services; (ii) the Optionee's
                  continuous failure or the Optionee's refusal to perform his,
                  her or its duties assigned to such Optionee by the Company (or
                  to perform according to the reasonable expectations and
                  standards set by the Committee and/or management consistent
                  with Optionee's title and position) after receipt of notice of
                  such failure from the Company specifying how the Optionee has
                  so failed to perform and the provision of a reasonable
                  opportunity to cure such performance as determined by the
                  Committee in its sole discretion; (iii) material dishonesty
                  related to such person's employment or services as an Employee
                  or Independent Contractor to the Company; (iv) commission of a
                  felony or other act involving moral turpitude; or (v)
                  misappropriation of a material business opportunity of the
                  Company. An Optionee's attempted resignation to avoid a
                  Termination for Cause shall not be effective, if the conduct
                  that ultimately results in the Termination for Cause occurred
                  prior to the attempted resignation.


                                     - 7 -
<PAGE>

            (i) Nontransferability of Options. Except as authorized by the
      Committee in writing, no Option granted under the Plan may be sold,
      pledged, assigned, hypothecated, transferred, or disposed of in any manner
      other than by will or by the laws of descent or distribution and may be
      exercised, during the lifetime of the Optionee, only by the Optionee.

            (j) Adjustments Upon Changes in Capitalization. Subject to any
      required action by the shareholders of the Company, the number of shares
      of Common Stock covered by each outstanding Option, the number of shares
      of Common Stock available for grant of additional Options, and the price
      per share of Common Stock specified in each outstanding Option, shall be
      proportionately adjusted for any increase or decrease in the number of
      issued shares of Common Stock resulting from any stock split or other
      subdivision or consolidation of shares, the payment of any stock dividend
      (but only on the Common Stock) or any other increase or decrease in the
      number of such shares of Common Stock effected without receipt of
      consideration by the Company; provided, however, that conversion of any
      convertible securities of the Company will not be deemed to have been
      "effected without receipt of consideration."

            Any adjustments as a result of a change in the Company's
      capitalization will be made by the Committee, whose determination in that
      respect is final, binding and conclusive. Except as otherwise expressly
      provided in this Section 6(j), no Optionee shall have any rights by reason
      of any stock split or the payment of any stock dividend or any other
      increase or decrease in the number of shares of Common Stock. Except as
      otherwise expressly provided in this Section 6(j), any issue by the
      Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall not affect the number of shares or
      price of Common Stock subject to any Options, and no adjustments in
      Options shall be made by reason thereof. The grant of an Option under the
      Plan does not in any way affect the right or power of the Company to make
      adjustments, reclassifications, reorganizations or changes of its capital
      or business structure.

            (k) Conditions Upon Issuance of Shares. Shares of Common Stock may
      not be issued with respect to an Option granted under the Plan unless the
      exercise of the Option and the issuance and delivery of such shares
      pursuant thereto complies with all applicable provisions of law,
      including, applicable federal and state securities laws.


                                     - 8 -
<PAGE>

            As a condition to the exercise of an Option, the Company may require
      the person exercising such Option to represent and warrant at the time of
      exercise that the shares of Common Stock are being purchased only for
      investment and without any present intention to sell or distribute such
      Common Stock if, in the opinion of counsel for the Company, such a
      representation is required by any relevant provisions of law.

            (l) Occurrence of Change of Control Event. Unless otherwise stated
      in the Stock Option Agreement or as otherwise determined by the Committee,
      upon the occurrence of a Change of Control Event, the Optionee shall be
      vested as to that portion of an Option that has previously vested and /or
      that would have become vested to the Optionee within the twelve (12) month
      period after the occurrence of the Change of Control Event had such Change
      of Control Event not occurred (assuming the Optionee had maintained a
      Continuous Relationship with the Company during such period). The
      non-vested portion of the Option (after taking into account the provisions
      of the immediately preceding sentence) shall terminate upon the occurrence
      of the Change of Control Event. With respect to a Change of Control Event,
      the Committee may, in its sole discretion, adopt a resolution terminating
      the Options granted by the Company as of a date fixed by the Committee
      ("Change of Control Termination Date") and that provides each Optionee the
      right to exercise the vested portion of his, her or its Option (including
      that portion of an Option which vests as a result of the occurrence of the
      Change of Control Event) on or before the Change of Control Termination
      Date. In the event the Committee adopts such a resolution terminating the
      Options as provided in the preceding sentence, the Company shall notify
      all Optionees of such termination of the Options and provide such Optionee
      a period of time, as determined by the Committee, to so exercise the
      vested portion of his, her or its Option on or prior to the Change of
      Control Termination Date. With respect to any Optionee that so exercises
      the vested portion of his, her or its Option on or prior to the Change of
      Control Termination Date, the Company may, in lieu of the issuance of
      Optioned Stock to the Optionee, pay such Optionee the excess of the amount
      received or to be received for the Optioned Stock over the amount that is
      to be paid to the Company by the Optionee upon the exercise of the vested
      portion of the Option, reduced by the amount of any applicable withholding
      taxes.

            (m) Substitute Stock Options. In connection with the acquisition or
      proposed acquisition by the Company or any Subsidiary or Parent of the
      Company (whether by merger, acquisition of stock or assets, or other
      reorganization transaction) of a business that has granted stock options
      to any of its employees, the Committee is authorized to issue, in
      substitution of any such unexercised stock options, a new Option under
      this Plan or any successor plan (whether created by the Company or its
      acquirer) which confers upon the Optionee substantially the same benefits
      as the old option.

            (n) Tax Compliance. The Company, in its sole discretion, may take
      any actions that it reasonably believes to be required in order to comply
      with any local, state, or federal tax laws relating to the reporting or
      withholdings of taxes attributable to the grant or exercise of any Option
      or the disposition of any shares of Optioned Stock issued upon exercise of
      an Option, including, but not limited to: (i) withholding from any
      Optionee exercising an Option all or any portion of the Optioned Stock
      issuable to such Optionee upon the exercise of such Option, until such
      time as the Optionee reimburses the Company for the amount required to be
      withheld under applicable tax laws with respect to such exercise of the
      Option; (ii) withholding and canceling that number of shares of Optioned
      Stock issuable to the Optionee upon the exercise of an Option having a
      fair market value equal to the amount necessary to reimburse Company for
      the tax required to be withheld by the Company under applicable tax laws;
      and (iii) withholdings from any form of compensation or other amount due
      to an Optionee or holder of shares of Optioned Stock issued upon exercise
      of an Option any amount required to be withheld by Company under
      applicable tax laws. Withholdings or reporting is considered required for
      purposes of this Section 6(n), if any tax deduction or other favorable tax
      treatment available to Company is conditioned upon such reporting or
      withholdings.


                                     - 9 -
<PAGE>

            (o) Incentive Stock Options. If any provision of this Plan or any
      Option designated by the Committee as an Incentive Stock Option shall be
      held not to comply with requirements necessary to entitle such Option to
      such tax treatment, then (i) such provision shall be deemed to have
      contained from the outset such language as shall be necessary to entitle
      the Option to the tax treatment afforded under Section 422 of the Code,
      and (ii) all other provisions of this Plan and the Stock Option Agreement
      shall remain in full force and effect. If any agreement covering an Option
      designated by the Committee to be an Incentive Stock Option under this
      Plan shall not explicitly include any terms required to entitle such
      Incentive Stock Option to the tax treatment afforded by Section 422 of the
      Code, all such terms shall be deemed implicit in the designation of such
      Option and the Option shall be deemed to have been granted subject to all
      such terms.

            (p) Other Provisions. Stock Option Agreements executed under the
      Plan may contain such other provisions as the Committee deems advisable,
      provided that they are not inconsistent with any of the other terms and
      conditions of the Plan or applicable laws.

      7. Securities Law Restrictions. The Company shall not be obligated to
issue any stock certificates evidencing a transfer of Optioned Stock upon the
exercise of an Option until, in the opinion of the Company and its counsel, such
transfer and issuance of stock certificates will not involve any violation of
applicable federal and state securities laws, the rules and regulations
promulgated thereunder and the requirements of any stock exchange upon which the
Company's Common Stock may then be listed. Acceptance of an Option by an
Optionee shall constitute the Optionee's agreement (binding on any person who
succeeds to the Optionee's rights and obligations under the Stock Option
Agreement by reason of the Optionee's death) that any Optioned Stock purchased
pursuant to the exercise of the Option shall be acquired for the Optionee's own
account and not with a view to distribution and that each notice of the exercise
of any portion of the Option shall be accompanied by a written representation
and covenant signed by the Optionee, in such form as may be specified by the
Company, confirming such agreement and containing such other provisions as may
be prescribed by the Company. The Committee may, at its election, release an
Optionee from the Optionee's agreement to take for the Optionee's own account
and not with a view to distribution of the shares of Optioned Stock purchased
upon exercise of an Option if, in the opinion of the Committee, such covenant
ceases to be necessary for compliance with the applicable federal and state
securities laws (including the rules and regulations promulgated thereunder).


                                     - 10 -
<PAGE>

      If the Optioned Stock purchased upon exercise of an Option are not covered
by an effective registration statement under the Securities Act, the Company may
place the following legend (or a legend which is substantially similar to the
following legend) upon, and issue appropriate stock transfer instructions with
respect to, the certificate or certificates representing the Optioned Stock
issued pursuant to an exercise of the Option:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
      APPLICABLE STATE SECURITIES LAWS (THE STATE LAWS"), AND SUCH SHARES MAY
      NOT BE TRANSFERRED UNLESS (A) A REGISTRATION STATEMENT UNDER THE
      SECURITIES ACT AND APPLICABLE STATE LAWS COVERING SUCH TRANSFER IS THEN IN
      EFFECT; OR (B) AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, HAS
      BEEN FURNISHED STATING THAT SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE LAWS."

      8. Listing or Registration of Stock. Each Option is subject to the
requirement that, if at any time the Board shall determine, in its sole
discretion, that the listing, registration or qualification of the Optioned
Stock upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or desirable
as a condition of, or in connection with, the granting or exercise of the Option
or the issuance or purchase of the Optioned Stock pursuant to the Option, the
Option may not be exercised in whole or in part until such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board. The Company shall
be under no obligation to effect or obtain any such listing, registration,
qualification, consent or approval, if the Board shall determine, in its
discretion, that such action would not be in the best interests of the Company.
The Company shall not be liable for damages due to a delay in the delivery or
issuance of any stock certificates for any reason whatsoever, including, but not
limited to, a delay caused by listing, registration or qualification of the
shares of Common Stock subject to an Option under any securities exchange or
under any federal or state law, or by the effecting or obtaining of any consent
or approval of any governmental body with respect to the granting or exercise of
the Option or the issuance or purchase of Optioned Stock pursuant to an Option.

      9. Modification of Options. At any time, and from time to time, the Board
may provide for the modification, extension or renewal of any outstanding
Option, provided that no such modification, extension or renewal shall impair
the Option in any respect without the consent of the holder of the Option.

      10. Term of the Plan. The Plan is effective on the date of adoption of the
Plan by the Board. Unless sooner terminated as provided in Section 11, the Plan
will terminate on the tenth (10th) anniversary of its effective date. Options
may be granted at any time after the effective date and prior to the date of
termination of the Plan.


                                     - 11 -
<PAGE>

      11. Amendment; Early Termination. The Board may terminate or amend the
Plan at any time and in such respects as it deems advisable, although no
amendment or termination would affect any previously-granted Options, which
would remain in full force and effect notwithstanding any amendment or
termination of the Plan. Shareholder approval of any amendments to the Plan
shall be obtained whenever required by applicable law(s) or stock market
regulations.

      12. Inability to Obtain Authority. The inability of the Company to obtain
authority to issue and sell shares under the Plan from any regulatory body
having jurisdiction, which authority is considered by the Company's counsel to
be necessary to the lawful issuance and sale of the shares under the Plan, will
relieve the Company of any liability in respect of the failure to issue or sell
those shares.

      13. Shareholder Ratification. The adoption of the Plan shall be subject to
ratification by the affirmative vote of the holders of a majority of the shares
of Common Stock represented in person or by proxy at a duly convened meeting of
the shareholders of the Company, which ratification shall occur within twelve
(12) months before or after the date of adoption of the Plan by the Board.

      14 Notices. Every direction, revocation or notice authorized or required
by the Plan shall be deemed delivered to the Company (i) on the date it is
personally delivered to the Secretary of the Company at its principal executive
offices, (ii) three (3) business days after it is sent by registered or
certified mail, postage prepaid, addressed to the Secretary at such offices, or
(iii) one (1) business day after it is sent by a reputable overnight courier
service, addressed to the Secretary at such office, and shall be deemed
delivered to an Optionee (i) on the date it is personally delivered to him or
her, (ii) on the date of mailing if it is sent by registered or certified mail,
postage prepaid, addressed to him or her at the last address shown for him or
her on the records of the Company, or (iii) one (1) business day after it is
sent by reputable overnight courier service, addressed to him or her at the last
address shown for him or her on the records of the Company. If the effective
date as provided above is not a business day, the effective date shall be the
next regular business day. The Company or an Optionee may, at any time, notify
the other as provided above of a new address for service of notice upon the
party.

      15. Applicable Law. All questions pertaining to the validity, construction
and administration of the Plan and Stock Options granted hereunder shall be
determined in conformity with the laws of the State of Illinois.


                   (Balance of page left intentionally blank)


                                     - 12 -
<PAGE>

                                     * * * *

                             CERTIFICATE OF ADOPTION

      I certify that the foregoing plan was adopted by the Board of Directors of
TechAlt, Inc. on March 29, 2005.


                                       /s/ David M. Otto
                                       ---------------------------------
                                       David M. Otto, Secretary

                                     - 13 -