Exhibit  4.04

                            WTAA INTERNATIONAL, INC.
                              A FLORIDA CORPORATION
                            2001-5 STOCK OPTION PLAN


                                    ARTICLE I

                                 PURPOSE OF PLAN

     The  2001-5 Stock Option Plan (the "PLAN") of WTAA International, Inc. (the
Company),  adopted  by  the Board of Directors of the Company effective July 25,
2001  is  intended  to  advance  the  best interests of the Company by providing
employees  and consultants of the Company or any Subsidiary who have substantial
responsibility  for  the growth of the Company or any Subsidiary with additional
incentives  by  allowing  such  employees or consultants to acquire an ownership
interest  in  the  Company.  The  Plan is a compensatory benefit plan within the
meaning  of  Rule  701  under  the  Securities  Act  of  1933,  as  amended (the
"SECURITIES  ACT").

                                   ARTICLE II

                                   DEFINITIONS

     For  purposes  of the Plan the following terms have the indicated meanings:

     "AUTHORIZATION  DATE"  has  the  meaning ascribed thereto in Section 5.8(a)
hereof.

     "BOARD"  means  the  Board  of  Directors  of  the  Company.

"CODE"  means  the  Internal Revenue Code of 1986, as amended, and any successor
statute.

     "COMMITTEE" means the Compensation Committee or such other committee of the
     Board  as  the  Board  may  designate to administer the Plan or, if for any
     reason  the  Board  has  not  designated  such  a committee, the Board will
     administer  the  Plan.  The  Committee,  if  other than the Board, shall be
     composed  of  two  or  more directors as appointed from time to time by the
     Board.

     "COMMON  STOCK"  means  the  Common Stock, no par value per share, of WTAA,
     International,  Inc.,  a  Florida  Corporation

     "ELECTION  NOTICE"  has the meaning ascribed thereto in Section 5.2 hereof.


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     "FAIR  MARKET  VALUE"  per share on any given date means the average of the
     closing prices of the sales of the Common Stock on all securities exchanges
     on  which  such  stock may at the time be listed, or, if there have been no
     sales  on  any such exchange on any day, the average of the highest bid and
     lowest asked prices on all such exchanges at the end of such day, or, if on
     any  day such stock is not so listed, the average of the representative bid
     and asked prices quoted on the OTCBB Stock Market as of 4:00 p.m., New York
     time, or, if on any day such stock is not quoted on the OTCBB Stock Market,
     the  average  of the highest bid and lowest asked prices on such day in the
     domestic  over-the-counter  market  as  reported  by the National Quotation
     Bureau, Incorporated, or any similar successor organization. If at any time
     the  Common  Stock is not listed or quoted, the Fair Market Value per share
     shall  be determined by the Committee or the Board based on such factors as
     the  members  thereof  in the exercise of their business judgment, consider
     relevant.

     "OPTION  SHARES"  shall  mean  (i)  all  shares  of  Common Stock issued or
     issuable upon the exercise of an Option and (ii) all shares of Common Stock
     issued  with respect to the Common Stock referred to in clause (i) above by
     way  of stock dividend or stock split or in connection with any conversion,
     merger, consolidation or recapitalization or other reorganization affecting
     the  Common Stock. Unless provided otherwise herein or in the Participant's
     grant,  Option Shares will continue to be Option Shares in the hands of any
     holder  other  than the Participant (except for the Company), and each such
     transferee  thereof  will succeed to the rights and obligations of a holder
     of  Option  Shares  hereunder.

     "OPTIONS"  has  the  meaning  set  forth  in  Article  IV.

     "PARTICIPANT"  means  any employee of the Company or any Subsidiary who has
     been  selected  to  participate  in the Plan by the Committee or the Board.

     "PUBLIC  OFFERING"  means  the  sale,  in  one  or more underwritten public
     offerings  registered  under the Securities Act, of shares of the Company's
     common  stock.


     "SALE  NOTICE"  has  the meaning ascribed thereto In Section 5.9(a) hereof.

     "SALE OF THE COMPANY" means a merger or consolidation effecting a change in
     control of the Company, a sale of all or substantially all of the assets of
     the Company or a sale of a majority of the outstanding voting securities of
     the  Company  effecting  a  change  in  control  of  the  Company.

     "SECURITIES  ACT"  has  the  meaning  ascribed thereto in Article 1 hereof.


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     "SUBSIDIARY"  means  any subsidiary corporation (as such term is defined in
     Section  424(f)  of  the  Code)  of  the  Company.

     "TERMINATION  DATE"  has  the  meaning  ascribed  thereto in Section 5.7(a)
hereof.

                                   ARTICLE III

                                 ADMINISTRATION

     The Plan shall be administered by the Committee. Subject to the limitations
of  the  Plan,  the Committee shall have the sole and complete authority to: (i)
select  Participants,  (ii)  grant  Options  (as  defined  in  Article  IV)  to
Participants  in such forms and amounts as it shall determine, (iii) impose such
limitations,  restrictions  and  conditions  upon  such Options as it shall deem
appropriate, (iv) interpret the Plan and adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan, (v) correct any
defect  or omission or reconcile any inconsistency in the Plan or in any Options
granted under the Plan and (vi) make all other determinations and take all other
actions  necessary or advisable for the implementation and administration of the
Plan.  The  Committee's  determinations on matters within its authority shall be
conclusive and binding upon the Participants, the Company and all other persons.
All  expenses  associated  with the administration of the Plan shall be borne by
the  Company.  The  Committee  may,  as  approved by the Board and to the extent
permissible  by  law, delegate any of its authority hereunder to such persons or
entities  as  it  deems  appropriate



                                   ARTICLE IV

                         LIMITATION ON AGGREGATE SHARES

The  number  of  shares  of  Common  Stock  with respect to which stock purchase
options  ("OPTIONS")  may  be  granted  under  the Plan shall not exceed, in the
aggregate,  more  than  20%  of  the  issued capital of the Company , subject to
adjustment  in  accordance  with  Section 6.4.  To the extent any Options expire
unexercised  or  are canceled, terminated or forfeited in any manner without the
issuance  of Common Stock thereunder, such shares shall again be available under
the  Plan.  The  shares  of Common Stock available under the Plan may consist of
authorized and unissued shares, treasury shares or a combination thereof, as the
Committee  shall  determine.


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                                     ARTICLE

                                     AWARDS

     5.1  GRANT OF OPTIONS. The Committee may grant Options to Participants from
     time  to  time in accordance with this Article V. Options granted under the
     Plan  will  be nonqualified stock options within the meaning of Section 422
     of  the  Code  or any successor provision, as specified by the Committee or
     the  Board.  The  exercise  price  per  share  of  Common  Stock under each
     incentive  stock option shall be fixed by the Committee or the Board at the
     time  of  grant  of the Option and shall be not less than the par value per
     share  (as  adjusted pursuant to Section 6.4). Options shall be exercisable
     at  such  time  or times as the Committee or the Board shall determine. The
     Committee  or the Board shall determine the term of each Option, which term
     shall  not  exceed  five  years  from  the  date  of  grant  of the Option.

     5.2  EXERCISE  PROCEDURE. Options shall be exercisable by written notice to
     the  Company  (to  the attention of the Company's Secretary) accompanied by
     payment  in full of the applicable exercise price. Payment of such exercise
     price may be made (i) in cash (including check, bank draft or money order),
     (ii)  if  approved  by the Committee or the Board prior to exercise (in the
     case  of  an  incentive  stock  option, if approved by the Committee or the
     Board  in the grant), by delivery of a full recourse promissory note of the
     Participant bearing interest at a rate not less than the applicable federal
     rate  determined  pursuant  to  Section  1274 of the Code as of the date of
     purchase  or exercise (a "NOTE"), (iii) in shares of Common Stock valued at
     their  Fair  Market Value as of the date of exercise as provided in Section
     5.3  below  or  (iv)  in  a  combination  of  the  foregoing.

     5.3  EXCHANGE  OF PREVIOUSLY ACQUIRED STOCK. The Committee or the Board, in
     its discretion and subject to such conditions as the Committee or the Board
     may  determine,  may  permit the option price for the shares being acquired
     upon  the  exercise  of  an  Option  to be paid, in full or in part, by the
     delivery  to  the  Company  of a number of shares of Common Stock having an
     aggregate  Fair  Market  Value  as  of  the  date  of exercise equal to the
     exercise  price  for  the  shares  being  acquired.

     5.4  WITHHOLDING  TAX REQUIREMENTS. It shall be a condition of the exercise
     of  any  Option that the Participant exercising the Option make appropriate
     payment  or  other  provision acceptable to the Company with respect to any
     withholding  tax  requirement  arising  from  such  exercise. The amount of
     withholding  tax required, if any, with respect to any Option exercise (the
     "WITHHOLDING  AMOUNT")shall  be  determined  by  the  Treasurer  or  other
     appropriate  officer of the Company, and the Participant shall furnish such
     information  and make such representations as such officer requires to make
     such  determination.  If  the  Company  determines  that withholding tax is


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     required  with respect to any Option exercise, the Company shall notify the
     Participant of the Withholding Amount, and the Participant shall pay to the
     Company  an amount not less than. the Withholding Amount. In lieu of making
     such  payment,  the  Participant may elect to pay the Withholding Amount by
     either  (i)  delivering  to  the Company a number of shares of Common Stock
     having  an  aggregate  Fair  Market  Value as of the "measurement date" (as
     hereinafter defined) not less than the Withholding Amount or (ii) directing
     the  Company to withhold (and not to deliver or issue to the Participant) a
     number  of  shares  of  Common  Stock  otherwise  issuable  upon the Option
     exercise  having  an aggregate Fair Market Value as of the measurement date
     not  less than the Withholding Amount. In addition. if the Committee or the
     Board  approves,  a Participant may elect pursuant to the prior sentence to
     deliver  or  direct  the  withholding  of  shares of Common Stock having an
     aggregate Fair Market Value in excess of the minimum Withholding Amount but
     not  in  excess  of  the Participant's applicable highest marginal combined
     federal  income  and  state  income tax rate, as estimated in good faith by
     such  Participant.  Any  fractional  share  interests  resulting  from  the
     delivery  or  withholding of shares of Common Stock to meet withholding tax
     requirements  shall  be settled in cash. All amounts paid to or withheld by
     the  Company  and  the  value of all shares of Common Stock delivered to or
     withheld  by the Company pursuant to this Section 5.4 shall be deposited in
     accordance  with  applicable  law by the Company as withholding tax for the
     Participant's account. If the Treasurer or other appropriate officer of the
     Company  determines that no withholding tax is required with respect to the
     exercise of any Option (because such Option is an incentive stock option or
     otherwise), but subsequently it is determined that the exercise resulted in
     taxable  income  as  to  which  withholding  is  required (as a result of a
     disposition  of  shares or otherwise), the Participant shall promptly, upon
     being  notified of the withholding requirement, pay to the Company by means
     acceptable  to  the  Company the amount required to be withheld; and at its
     election  the  Company  may  condition  any  transfer of shares issued upon
     exercise  of  an  incentive  stock option upon receipt of such payment. The
     term  "measurement date" as used in this Section 5.4 shall mean the date on
     which  any  taxable  income  resulting  from  the  exercise of an Option is
     determined  under  applicable  federal  income  tax  law.

5.5  NOTIFICATION  OF  INQUIRIES  AND  AGREEMENTS.  Each  Participant  and  each
     permitted  transferee  shall  notify  the Company in writing within 10 days
     after  the  date such Participant or permitted transferee (i) first obtains
     knowledge  of  any  Internal  Revenue  Service  inquiry,  audit, assertion,
     determination,  investigation,  or  question  relating in any manner to the
     value  of  Options  granted  hereunder, (ii) includes or agrees (including,
     without  limitation, in any settlement, closing or other similar agreement)
     to  include  in  gross income with respect to any Option granted under this
     Plan  (A)  any amount in excess of the amount reported on Form 1099 or Form


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     W-2  to  such  Participant  by  the  Company,  or  (B)  if no such Form was
     received,  any amount; and (iii) exercise, sells, disposes of, or otherwise
     transfers  (other  than  to  a  permitted  transferee)  an  Option acquired
     pursuant  to this Plan. Upon request, a Participant or permitted transferee
     shall  provide  to  the Company any information or document relating to any
     event  described  in  the preceding sentence which the Company (in its sole
     discretion)  requires  in order to calculate and substantiate any change in
     the  Company's  tax  liability  as  a  result  of  such  event.

     5.6  CONDITIONS  AND  LIMITATIONS  ON  EXERCISE.  At  the discretion of the
     Committee or the Board, exercised at the time of grant, Options may be made
     exercisable, in one or more installments, upon (i) the happening of certain
     events,  (ii)  the  passage  of  a  specified  period  of  time,  (iii) the
     fulfillment of certain conditions or (iv) the achievement by the Company or
     any  Subsidiary  of  certain performance goals. Unless the Committee or the
     Board specifies otherwise in the Option grant, each Option granted pursuant
     to  this  Plan  will  be immediately exercisable with respect to the Common
     Stock  issuable  upon  exercise  thereof.  The  shares  of  Common  Stock
     purchasable  or  purchased  upon exercise of any Option shall be subject to
     such  vesting  provisions as the Committee or the Board shall decide at the
     time  that  the  Options  are  granted.

     5.7  EXPIRATION  OF  OPTIONS.

          (a)  NORMAL  EXPIRATION.  In  no event shall any part of any Option be
          exercisable  after  the  stated  date  of  expiration  thereof.

          (b)  EARLY  EXPIRATION  UPON  TERMINATION  OF  EMPLOYMENT.  Except  as
          otherwise  provided  by  the  Committee  at  the time of grant of such
          Options, upon termination for any reason of a Participant's employment
          by  the  Company and its Subsidiaries, all Options or portions thereof
          held  by such Participant on the date of such termination shall expire
          and  be  forfeited  to  the  extent  not  theretofore exercised on the
          thirtieth  (30th)  day  (one  year  if  termination  is  caused by the
          Participant's  death  or  disability)  following  the  date  of  such
          termination.

                                   ARTICLE VI

                               GENERAL PROVISIONS


     6.1  LISTING,  REGISTRATION  AND  LEGAL  COMPLIANCE.  If  at  any  time the
     Committee  or  the  Board  determines, in its discretion, that the listing,
     registration  or  qualification  of  the shares subject to Options upon any
     securities  exchange  or under any state or federal securities or other law


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     or  regulation,  or  the consent or approval of any governmental regulatory
     body, is necessary or desirable as a condition to or in connection with the
     granting  of  Options  or the purchase or issuance of shares thereunder, no
     Options  may  be  granted  or  exercised,  in whole or in part, unless such
     listing,  registration,  qualification, consent or approval shall have been
     effected or obtained free of any conditions not acceptable to the Committee
     or the Board. The holders of such Options will supply the Company with such
     certificates,  representations and information as the Company shall request
     and  shall  otherwise cooperate with the Company in obtaining such listing,
     registration,  qualification,  consent or approval. In the case of officers
     and  other  persons subject to Section 16(b) of the Securities Exchange Act
     of  1934, as amended, the Committee or the Board may at any time impose any
     limitations  upon  the  Exercise of Options that, in the Committee's or the
     Board's discretion, are necessary or desirable in order to comply with such
     Section  16(b) and the rules and regulations thereunder. If the Company, as
     part  of an offering of securities or otherwise, finds it desirable because
     of  federal  or  state  regulatory requirements to reduce the period during
     which  any Options may be exercised, the Committee or the Board may, in its
     discretion  and without the Participant's consult, so reduce such period on
     not  less  than  15  days'  written  notice  to  the  holders  thereof

     6.2  OPTIONS NOT TRANSFERABLE. Options may not be transferred other than by
     will  or  the  laws of descent and distribution and, during the lifetime of
     the  Participant  to  whom they were granted, may be exercised only by such
     Participant  (or his or her legal guardian or legal representative). In the
     event  of  the  death  of  a  Participant, Options which are not vested and
     exercisable  on  the  date  of  death  shall terminate; exercise of Options
     granted  hereunder  to such Participant, which are vested as of the date of
     death,  may  be  made  only  by  the  executor  or  administrator  of  such
     Participant's  estate  or  the person or persons to whom such Participant's
     rights  under  the  Options  will  pass  by will or the laws of descent and
     distribution.

     6.3  ADJUSTMENTS. In the event of a reorganization, recapitalization, stock
     dividend  or  stock  split, or combination or other change in the shares of
     Common  Stock,  the  Board  or  the  Committee may, in order to prevent the
     dilution  or  enlargement  of rights under the Plan or outstanding Options,
     adjust  the  number  and  type of shares as to which options may be granted
     under  the  Plan,  the  number  and  type  of shares covered by outstanding
     Options,  the exercise prices specified therein and over provisions of this
     Plan  which  specify  a  number  of  shares, all as such Board or Committee
     determines  to  be  appropriate  and  equitable.

     6.4  RIGHTS  OF  PARTICIPANTS.  Nothing in the Plan shall interfere with or
     limit  in  any  way the right of the Company or any Subsidiary to terminate


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     any Participant's employment at any time (with or without cause), or confer
     upon  any Participant any right to continue in the employ of the Company or
     any  Subsidiary  for  any  period  of  time  or to continue to receive such
     Participant's  current  (or  other) rate of compensation. No employee shall
     have  a  right to be selected as a Participant or, having been so selected,
     to  be  selected  again  as  a  Participant.

     6.5  AMENDMENT,  SUSPENSION  AND  TERMINATION  OF  PLAN.  The  Board or the
     Committee  may  suspend or terminate the Plan or any portion thereof at any
     time  and  may  amend it from time to time in such respects as the Board or
     the Committee may deem advisable; provided, however, that no such amendment
     shall  be  made without stockholder approval to the extent such approval is
     required  by  law,  agreement  or  the rules of any exchange upon which the
     Common  Stock  is  listed, and no such amendment, suspension or termination
     shall  impair  the rights of Participants under outstanding Options without
     the consent of the Participants affected thereby, except as provided below.
     No  Options  shall  be granted hereunder after the tenth anniversary of the
     adoption  of  the  Plan.

     6.6  AMENDMENT OF OUTSTANDING OPTIONS. The Committee or the Board may amend
     or  modify any Option in any manner to the extent that the Committee or the
     Board  would  have had the authority under the Plan initially to grant such
     Option; provided that, except as expressly contemplated elsewhere herein or
     in  any agreement evidencing such Option, no such amendment or modification
     shall  impair  the  rights  of any Participant under any outstanding Option
     without  the  consent  of  such  Participant.

     6.7  INDEMNIFICATION. In addition to such other right of indemnification as
     they  may have as members of the Board or the Committee, the members of the
     Committee  shall  be  indemnified  by  the  Company  against  all costs and
     expenses reasonably incurred by them in connection with any action, suit or
     proceeding  to  which  they  or  any  of them may be party by reason of any
     action  taken or failure to act under or in connection with the Plan or any
     Option  granted  under  the  Plan,  and against all amounts paid by them in
     settlement  thereof  (provided  such  settlement is approved by independent
     legal counsel selected by the Company) or paid by them in satisfaction of a
     judgment  in  any  such action, suit or proceeding; provided, however, that
     any such Committee or Board member shall be entitled to the indemnification
     rights  set forth in this Section 6.8 only if such member has acted in good
     faith  and in a manner that such member reasonably believed to be in or not
     opposed  to  the  best  interests  of  the Company and, with respect to any
     criminal action or proceeding, had no reasonable cause to believe that such
     conduct was unlawful, and further provided that upon the institution of any


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     such  action, suit or proceeding a Committee or Board member shall give the
     Company  written notice thereof and an opportunity to handle and defend the
     same  before such Committee or Board member undertakes to handle and defend
     it  on  his  own  behalf.

6.9     RESTRICTED SECURITIES.  All Common Stock issued pursuant to the terms of
this  Plan  shall constitute "restricted securities," as that term is defined in
Rule  144  promulgated by the Securities and Exchange Commission pursuant to the
Securities  Act,  and  may  not  be  transferred  except  in compliance with the
registration  requirements  of  the  Securities  Act  or an exemption therefrom.


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