MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
                          2004 STOCK COMPENSATION PLAN

1.    Introduction

      1.1  ESTABLISHMENT.  MICRO  BIO-MEDICAL  WASTE  SYSTEMS,  INC.,  a  Nevada
corporation,  ("MBWS") hereby  establishes the 2004 Stock Compensation Plan (the
"Plan"),  which  permits  the  grant of stock  options  and other  stock  grants
(collectively  "Stock  Awards") to certain  directors and key employees of MBWS,
and certain independent contractors, providing certain services to MBWS.

      1.2 PURPOSE. The purposes of the Plan are (a) to provide directors and key
employees  selected  for  participation  in the Plan With  added  incentives  to
continue in the service of MBWS; (b) to create in such directors and employees a
more  direct  interest  in the  success of the  operations  of MBWS by  relating
compensation to the achievement of long-term corporate economic objectives;  (c)
to attract and retain  directors and key  employees by providing an  opportunity
for  investment  in MBWS;  (d) to  obtain  bona  fide  services  for  MBWS  from
independent  contractors  at reduced  compensation  or at rates  and/or on terms
which are otherwise negotiated favorably to MBWS.

      1.3 EFFECTIVE  DATE. The effective date of the Plan shall be the Effective
Date, which is the date on which the Board of Directors of MBWS approved it.

2.    Definitions

      Through  the  Plan,  except  when the  context  indicates  otherwise,  the
masculine  gender  shall  include the  feminine,  and the use of any term in the
singular shall include the plural.  The following  terms shall have the meanings
set forth:

      "Board" shall mean the board of directors of MBWS.

      "Code" shall mean the Internal  Revenue Code of 1986, as amended from time
to time.

      "Disabled" or "Disability"  shall have the meaning set forth in section 22
(e) (3) of the Code.

      "Effective Date" shall have the meaning set forth in section 1.3.

      "Eligible  Parties"  shall mean  directors and key employees of MBWS,  and
Independent Contractors of MBWS.

      "Fair  Market  Value"  of a Share  shall  mean  its fair  market  value as
determined  by the Board of Directors in good faith in  accordance  with section
422 of the Code.

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      "Independent Contractors" shall mean certain third parties, including both
individuals and companies, that are neither directors nor key employees of MBWS,
and who  provide  certain  Service  to  MBWS,  including,  but not  limited  to,
advertising,  public  relations,  marketing,  and  consulting,  on  an  on-going
contractual basis for reduced, or otherwise favorably-negotiated compensation.

      "MBWS"  shall  mean  Micro  Bio-MEdical  Waste  Systems,  Inc.,  a  Nevada
corporation.

      "Plan" shall mean this 2004 Stock Compensation Plan.

      "Share" shall mean a share of the Common Stock of MBWS.

      "Stock Award" shall mean Stock Option and/or a grant of shares pursuant to
the Plan described herein.

      "Stock  Option"  shall  mean a right to  purchase  shares  at a stated  or
formula price for a specified period of time and shall be a Non-Qualified  Stock
Option.

      "Stock  Option  Agreement"  shall  mean  Stock  Options  evidenced  by  an
agreement  (which need not be  identical) in such form as the Board of Directors
may from  time to time  approve;  PROVIDED,  HOWEVER,  that in the  event of any
conflict  between  the  provisions  of the  Plan  and any  such  agreement,  the
provisions of the Plan shall prevail.

      "Stock  Option  Holder" shall mean a Recipient who has been granted one or
more Stock Options.

      "Stock  Option  Price" shall mean the price at which  shares  subject to a
Stock Option may be purchased.

3.    Administration

      The Board of Directors  shall  administer  the Plan.  Consistent  with the
Plan, the Board of Directors,  in its sole  discretion,  shall  determine  Stock
Awards,  including,  but not limited to, shares to be subject to Stock  Options,
the time at which Stock Awards are to be made,  shall fix the Stock Option Price
and the period and manner in which an Stock Option becomes exercisable, and such
other terms and  requirements of the  compensation  incentives under the Plan as
the Board of Directors may deem  necessary or desirable.  The Board of Directors
shall  determine  the form or  forms  of the  agreements  with  recipients  that
evidence the particular  provisions,  terms,  conditions,  rights, and duties of
MBWS and the recipients with respect to Stock Awards,  which provisions need not
be identical except as may be provided  herein.  The Board of Directors may from
time to time adopt such rules and  regulations  to carry out the purposes of the
Plan as it may deem  proper  and in the best  interests  of MBWS.  The  Board of
Directors, in its sole discretion,  may correct any defect, supply any omission,
or reconcile  any  inconsistency  in the Plan or in any  agreement  entered into
hereunder   in  the  manner  and  to  the   extent  it  deems   expedient.   The
determinations,  interpretations,  and other  actions of the Board of  Directors
pursuant to the Plan shall be binding and conclusive for all purposes.

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4.    Subject Shares

      4.1 NUMBER.  The number of shares that are  authorized  for issuance under
the Plan shall not exceed  10,000,000  shares.  Shares  that may be issued  upon
exercise of Stock Options or other grants under the Plan shall reduce the number
of shares  available for issuance under the Plan. MBWS shall at all times during
the term of the Plan and while any Stock  Options  are  outstanding  reserve  as
authorized  but  unissued  at least the  number of shares  underlying  the Stock
Options  granted under the Plan. Any shares subject to Stock Option that expires
or is terminated or canceled  before  exercise shall become  available again for
issuance under the Plan.

      4.2 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND,  ETC. If at any time MBWS
increases or decreases  the number of shares  outstanding  or changes the rights
and  privileges  of such shares  through the  payment of a stock  dividend,  the
making of any other distribution payable in shares, a stock split,  subdivision,
consolidation,   or   combination   of   shares,   or  a   reclassification   or
recapitalization  involving the shares, then the numbers, rights, and privileges
of shares as to which Stock Awards may be granted and shares then subject to any
outstanding stock Award shall be increased, decreases, or changed in like manner
as if such shares had been issued and outstanding (as determined by the Board of
Directors in its sole discretion).

5.    Corporate Reorganization

      5.1  REORGANIZATION.  Upon the occurrence of any of the following  events,
provided notice has been given to recipients and Stock Option Holders,  the Plan
and all outstanding Stock Options shall terminate and be of no further force and
effect, without the necessity for any additional action by the Board of MBWS:

            (a)  the  merger  or  consolidation  of MBWS  with  or into  another
corporation  or other  reorganization  (other  than a  reorganization  under the
United States  Bankruptcy Code) of MBWS (other than a consolidation,  merger, or
reorganization  in which MBWS is the  surviving  corporation  and which does not
result in any reclassification or change of outstanding shares);

            (b) the sale or conveyance of the property of MBWS as an entirety or
substantially  as an  entirety  (other than a sale or  conveyance  in which MBWS
continues as holding  company of an entity or entities that conduct the business
or business formerly conducted by MBWS); or

            (c) the dissolution or liquidation of MBWS.

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6.    Eligibility

      Recipients  shall be those  Eligible  Parties  who, in the judgment of the
Board of  Directors,  are  performing,  or  during  the term of their  incentive
arrangement  will perform,  vital  services in the  management,  operation,  and
development of MBWS and contribute significantly,  or are expected to contribute
significantly,  to the achievement of long-term  corporate economic  objectives,
and/or, additionally in the case of independent contractors, furnish services to
MBWS at reduced  rates or on other terms which are  significantly  favorable  to
MBWS.  Recipients  may be granted  from time to time one or more  Stock  Awards,
except that the Board of Directors  shall  separately  approve the grant of each
Stock  Award,  and  receipt of one Stock  Award  shall not  result in  automatic
receipt of any other Award. Upon  determination by the Board of Directors that a
Stock  Award is to be  granted to a  recipient,  written  notice  shall be given
specifying  the terms,  conditions,  rights,  and duties related  thereto.  Each
recipient shall, if required by the Board of Directors,  enter into an agreement
with MBWS,  in such form as the Board of Directors  shall  determine  consistent
with the Plan  specifying  such terms,  conditions,  rights,  and duties.  Stock
Awards  shall be  deemed to be  granted  as of the date  specified  in the grant
resolution  of the  Board  of  Directors,  which  date  shall be the date of any
related agreement with the recipient.  In the event of any inconsistency between
the Plan and any such agreement, the provisions of the Plan shall govern.

7.    Stock Options

      7.1 GRANT OF STOCK OPTIONS.  Coincident with or following  designation for
eligibility  under  the Plan,  a  recipient  may be  granted  one or more  Stock
Options.

      7.2 STOCK OPTION AGREEMENT.  A Stock Option  Agreement,  incorporating and
conforming to the following,  shall evidence each Stock Option granted under the
Plan:

      (a)  Price.  The  price at which  each  share  may be  purchased  shall be
determined  in each  case by the Board of  Directors  and set forth in the Stock
Option Agreement,  but in no event shall the price be less than 100% of the Fair
Market Value of the shares on the date of grant.

      (b) Duration of Stock Options; Restrictions on Exercise. Each Stock Option
Agreement  shall  state the period,  as  determined  by the Board of  Directors,
within  which the Stock Option may be  exercised.  Such period shall end no more
than ten years  from the date the  Stock  Option is  granted.  The Stock  Option
Agreement shall also set forth such restrictions on exercise of the Stock Option
during such period, if any, as may be determined by the Board of Directors. Each
Stock Option shall become  exercisable over such period of time, if any, or upon
such events, as may be determined by the Board of Directors.

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      (c) Termination of Service, Death, Disability, etc. The Board of Directors
may specify  the period,  if any,  after which a Stock  Option may be  exercised
following  termination of the Stock Option  Holder's  employment or service as a
director, or as an independent contractor.  The effect of this section 7.2 shall
be limited to determining the consequences of a termination, and nothing in this
section 7.2 shall restrict or otherwise  interfere with MBWS's  discretion  with
respect to the termination of any individual's  employment or of any independent
contractor's  contract,  or the  shareholders'  discretion  with  respect to the
election of directors.

      (d)  Transferability.  No Stock Option shall be  transferable by the Stock
Option Holder. Each Stock Option is exercisable during the Stock Option Holder's
lifetime  only by him,  or in the  event of  Disability  or  incapacity,  by his
guardian or legal representative.

      (e) Date of Grant.  A Stock  Option  shall be deemed to be  granted on the
date specified in the grant resolution of the Board of Directors.

      7.3 SHAREHOLDER  PRIVILEGES.  No Stock Option Holder shall have any rights
as a shareholder  with respect to any shares subject to a Stock Option until the
Stock Option Holder becomes the holder of record of such shares.  No adjustments
shall be made for dividends or other  distributions  or other rights as to which
there is a record date  preceding the date such Stock Option Holder  becomes the
holder of record of such shares, except as provided in article IV.

8.    Other Stock Grants

      From time to time during the duration of this Plan, the Board of Directors
in its sole discretion may adopt one or more incentive compensation arrangements
for Recipients  pursuant to which the Recipients may acquire shares of shares by
purchase,  outright grant, or otherwise.  Any such arrangements shall be subject
to the general  provisions of this Plan, and all Shares issued  pursuant to such
arrangements shall be issued under this Plan.

9.    Rights of Recipients

      9.1 EMPLOYMENT AS EMPLOYEE OR INDEPENDENT CONTRACTOR. Nothing contained in
the Plan or any Stock  Award  shall  confer  upon any  recipient  any right with
respect to the  continuation  of his  employment by MBWS,  or as an  independent
contractor or MBWS,  or interfere in any way with the right of MBWS,  subject to
the  terms  of any  separate  employment  agreement  or  independent  contractor
agreement  to the  contrary,  at any time to  terminate  such  employment  or to
increase  or  decrease  the  compensation  of the  recipient  from  the  rate in
existence  at the time of the grant of any Stock  Award.  The Board of Directors
shall determine  whether an authorized leave of absence,  or absence in military
or government service, shall constitute a termination of employment at the time.

      9.2  TRANSFERABILITY.  No right or  interest of any  recipient  in a Stock
Award Shall be assigned or  transferred  during the  lifetime of the  recipient,
voluntarily or involuntarily,  or subjected to any lien, directly or indirectly,
by operation  of law, or  otherwise,  including  execution,  levy,  garnishment,

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attachment,  pledge,  or bankruptcy.  In the event of a recipient's  death,  his
rights and interests in any such Stock Awards shall,  to the extent  provided in
the Plan, be transferable by will or the laws of descent and  distribution,  and
payment of any amounts due under the Plan shall be made to, and  exercise of any
Stock Options may be made by, the recipient's legal  representatives,  heirs, or
legatees.  If, in the opinion of the Board of  Directors,  a person  entitled to
payments or to exercise  rights with respect to the Plan is disabled from caring
for his affairs because of mental condition, physical condition, or age, payment
due such  person may be made to, and such  rights  shall be  exercised  by, such
person's  guardian,  conservator,  or other legal personal  representative  upon
furnishing  the Board of Directors  with evidence  satisfactory  to the Board of
Directors of such status.

      9.3 NO PLAN FUNDING. Obligations to recipients under the Plan shall not be
funded,  trusteed,  insured, or secured in any manner.  Recipients shall have no
security  interest in any assets of MBWS and shall be only general  creditors of
MBWS.

10.   General

      10.1 SECURITIES LAWS. Each Stock Award shall be subject to the requirement
that,  if at any  time  MBWS  determines  that  the  listing,  registration,  or
qualification  of the shares  subject to such  Stock  Award upon any  securities
exchange  or under any state or federal  law,  or the consent or approval of any
governmental or regulatory body, is necessary as a condition of or in connection
with the issuance or purchase of shares thereunder,  such Stock Award may not be
accepted or  exercised  in whole or in part unless such  listing,  registration,
qualification,  consent, or approval has been effected or obtained on conditions
acceptable to the Board of Directors.  Nothing herein shall be deemed to require
MBWS to apply for or to obtain such listing, registration, or qualification.

      10.2 CHANGES IN ACCOUNTING RULES.  Notwithstanding  any other provision of
the Plan to the contrary,  if,  during the term of the Plan,  any changes in the
financial or tax accounting  rules  applicable to Stock Awards occurs which,  in
the sole judgment of the Board of Directors,  may have a material adverse effect
on the reported earnings, assets, or liabilities of MBWS, the Board of Directors
shall have the right and power to modify as necessary any then outstanding Stock
Awards as to which the applicable employment or other restrictions have not been
satisfied.

      10.3 PLAN AMENDMENT, MODIFICATION, AND TERMINATION. The Board of Directors
may at any time  terminate,  and from time to time may amend or modify the Plan,
except that no amendment or modification may become  effective  without approval
of the  shareholders  if shareholder  approval is required to enable the Plan to
satisfy any applicable statutory or regulatory  requirements,  or if MBWS on the
advice of counsel determines that shareholder approval is otherwise necessary or
desirable.  No  amendment,  modification,  or  termination  of  the  Plan  shall
adversely affect any Stock Award theretofore  granted without the consent of the
recipient holding such Stock Award.

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      10.4 WITHHOLDING. The Company shall have the right to require prior to the
issuance or delivery of any shares of Common Stock pursuant to the Plan,  that a
recipient make arrangements satisfactory to the Board for the withholding of any
taxes required by law to be withheld with respect to the issuance or delivery of
such shares,  including  without  limitation by the  withholding  of shares that
would otherwise be so issued or delivered, by withholding form any other payment
due to the recipient, or by a cash payment to the Company by the recipient.

      10.5  GOVERNING  LAW.  The  Plan  and all  agreements  hereunder  shall be
construed in accordance with the governed by the laws of the State of Nevada.

                                           MICRO BIO-MEDICAL WASTE SYSTEMS, INC.


                                                                    JUNE 1, 2004

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