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EXHIBIT 10.3 2001 NON-QUALIFIED STOCK COMPENSATION PLAN

                   2001 NON-QUALIFIED STOCK COMPENSATION PLAN

1.       PURPOSE OF PLAN

         1.1 This 2001 NON-QUALIFIED STOCK COMPENSATION PLAN (the "Plan") of
Bentley Communications Corp., a Florida corporation (the "Company") for
employees, directors and other persons associated with the Company, is intended
to advance the best interests of the Company by providing those persons who have
a substantial responsibility for its management and growth with additional
incentive and by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships with the
Company. Further, the availability and offering of stock options and common
stock under the Plan supports and increases the Company's ability to attract and
retain individuals of exceptional talent upon whom, in large measure, the
sustained progress, growth and profitability of the Company depends.

2.       DEFINITIONS

         2.1 For Plan purposes, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:

         "Board" shall mean the Board of Directors of the Company.

         "Committee" shall mean the Compensation Committee, or such other
committee appointed by the Board, which shall be designated by the Board to
administer the Plan, or the Board if no committees have been established. The
Committee shall be composed of three or more persons as from time to time are
appointed to serve by the Board. Each member of the Committee, while serving as
such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934.

         "Common Shares" shall mean the Company's Common Shares, $.0001 par
value per share, or, in the event that the outstanding Common Shares are
hereafter changed into or exchanged for different shares of securities of the
Company, such other shares or securities.

         "Company" shall mean Bentley Communications Corp., a Florida
corporation, and any parent or subsidiary corporation of Bentley Communications
Corp., as such terms are defined in Sections 425(e) and 425(f), respectively, of
the Code.

         "Fair Market Value" shall mean, with respect to the date a given stock
option is granted or exercised, the average of the highest and lowest reported
sales prices of the Common Shares, as reported by such responsible reporting
service as the Committee may select, or if there were not transactions in the
Common Shares on such day, then the last preceding day on which transactions
took place. The above withstanding, the Committee may determine the Fair Market
Value in such other manner as it may deem more equitable for Plan purposes or as
is required by applicable laws or regulations.

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         "Optionee" shall mean an employee of the company who has been granted
one or more Stock Options under the Plan.

         "Common Stock" shall mean shares of common stock which are issued by
the Company pursuant to Section 5, below.

         "Common Stockholder" means the employee of, consultant to, or director
of the Company or other person to whom shares of Common Stock are issued
pursuant to this Plan.

         "Common Stock Agreement" means an agreement executed by a Common
Stockholder and the Company as contemplated by Section 5, below, which imposes
on the shares of Common Stock held by the Common Stockholder such restrictions
as the Board or Committee deem appropriate.

         "Stock Option" or "Non-Qualified Stock Option" or "NQSO" shall mean a
stock option granted pursuant to the terms of the Plan.

         "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Common Shares hereunder.

3.       ADMINISTRATION OF THE PLAN

         3.1 The Committee shall administer the Plan and accordingly, it shall
have full power to grant Stock Options and Common Stock, construe and interpret
the Plan, establish rules and regulations and perform all other acts, including
the delegation of administrative responsibilities, it believes reasonable and
proper.

         3.2 The determination of those eligible to receive Stock Options and
Common Stock, and the amount, type and timing of each grant and the terms and
conditions of the respective stock option agreements and Common stock agreements
shall rest in the sole discretion of the Committee, subject to the provisions of
the Plan.

         3.3 The Committee may cancel any Stock Options awarded under the Plan
if an Optionee conducts himself in a manner which the Committee determines to be
inimical to the best interest of the Company, as set forth more fully in
paragraph 8 of Article 11 of the Plan.

         3.4 The Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan, or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.

         3.5 Any decision made, or action taken, by the Committee or the Board
arising out of or in connection with the interpretation and administration of
the Plan shall be final and conclusive.

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         3.6 Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
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 Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

         3.7 No member of the Committee shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan, except those resulting from his own gross negligence or
willful misconduct.

         3.8 The Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the eligibility of
Optionees, their duties and performance, and current information on any
Optionee's death, retirement, disability or other termination of association
with the Company, and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties hereunder.

4.       SHARES SUBJECT TO THE PLAN

         4.1 The total number of shares of the Company available for grants of
Stock Options and Common Stock under the Plan shall be 7,000,000 Common Shares,
subject to adjustment in accordance with Article 7 of the Plan, which shares may
be either authorized but unissued or reacquired Common Shares of the Company.

         4.2 If a Stock Option or portion thereof shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares covered
by such NQSO shall be available for future grants of Stock Options.

5.       AWARD OF COMMON STOCK

         5.1 The Board or Committee from time to time, in its absolute
discretion, may (a) award Common Stock to employees of, consultants to, and
directors of the Company, and such other persons as the Board or Committee may
select, and (b) permit Holders of Options to exercise such Options prior to full
vesting therein and hold the Common Shares issued upon exercise of the Option as
Common Stock. In either such event, the owner of such Common Stock shall hold
such stock subject to such vesting schedule as the Board or Committee may impose
or such vesting schedule to which the Option was subject, as determined in the
discretion of the Board or Committee.

         5.2 Common Stock shall be issued only pursuant to a Common Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which shall contain such terms and conditions as the Board or Committee shall
determine consistent with this Plan, including such restrictions on transfer as
are imposed by the Common Stock Agreement.

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         5.3 Upon delivery of the shares of Common Stock to the Common
Stockholder, below, the Common Stockholder shall have, unless otherwise provided
by the Board or Committee, all the rights of a stockholder with respect to said
shares, subject to the restrictions in the Common Stock Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.

         5.4. Notwithstanding anything in this Plan or any Common Stock
Agreement to the contrary, no Common Stockholders may sell or otherwise
transfer, whether or not for value, any of the Common Stock prior to the date on
which the Common Stockholder is vested therein.

         5.5 All shares of Common Stock issued under this Plan (including any
shares of Common Stock and other securities issued with respect to the shares of
Common Stock as a result of stock dividends, stock splits or similar changes in
the capital structure of the Company) shall be subject to such restrictions as
the Board or Committee shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights, transferability of the Common
Stock and restrictions based on duration of employment with the Company, Company
performance and individual performance; provided that the Board or Committee
may, on such terms and conditions as it may determine to be appropriate, remove
any or all of such restrictions. Common Stock may not be sold or encumbered
until all applicable restrictions have terminated or expire. The restrictions,
if any, imposed by the Board or Committee or the Board under this Section 5 need
not be identical for all Common Stock and the imposition of any restrictions
with respect to any Common Stock shall not require the imposition of the same or
any other restrictions with respect to any other Common Stock.

         5.6 Each Common Stock Agreement shall provide that the Company shall
have the right to repurchase from the Common Stockholder the unvested Common
Stock upon a termination of employment, termination of directorship or
termination of a consultancy arrangement, as applicable, at a cash price per
share equal to the purchase price paid by the Common Stockholder for such Common
Stock.

         5.7 In the discretion of the Board or Committee, the Common Stock
Agreement may provide that the Company shall have the a right of first refusal
with respect to the Common Stock and a right to repurchase the vested Common
Stock upon a termination of the Common Stockholder's employment with the
Company, the termination of the Common Stockholder's consulting arrangement with
the Company, the termination of the Common Stockholder's service on the
Company's Board, or such other events as the Board or Committee may deem
appropriate.

         5.8 The Board or Committee shall cause a legend or legends to be placed
on certificates representing shares of Common Stock that are subject to
restrictions under Common Stock Agreements, which legend or legends shall make
appropriate reference to the applicable restrictions.

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6.       STOCK OPTION TERMS AND CONDITIONS

         6.1 Consistent with the Plan's purpose, Stock Options may be granted to
non-employee directors of the Company or other persons who are performing or who
have been engaged to perform services of special importance to the management,
operation or development of the Company.

         6.2 All Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the Plan, and such
other provisions as the Committee may adopt, including the provisions set forth
in paragraphs 2 through 11 of this Section 6.

         6.3 All Stock Options granted hereunder must be granted within ten
years from the earlier of the date of this Plan is adopted or approved by the
Company's shareholders.

         6.4 No Stock Option granted to any employee or 10% Shareholder shall be
exercisable after the expiration of ten years from the date such NQSO is
granted. The Committee, in its discretion, may provide that an Option shall be
exercisable during such ten year period or during any lesser period of time.

                  The Committee may establish installment exercise terms for a
Stock Option such that the NQSO becomes fully exercisable in a series of
cumulating portions. If an Optionee shall not, in any given installment period,
purchase all the Common Shares which such Optionee is entitled to purchase
within such installment period, such Optionee's right to purchase any Common
Shares not purchased in such installment period shall continue until the
expiration or sooner termination of such NQSO. The Committee may also accelerate
the exercise of any NQSO. However, no NQSO, or any portion thereof, may be
exercisable until thirty (30) days following date of grant ("30-Day Holding
Period.").

         6.5 A Stock Option, or portion thereof, shall be exercised by delivery
of (i) a written notice of exercise of the Company specifying the number of
common shares to be purchased, and (ii) payment of the full price of such Common
Shares, as fully set forth in paragraph 6 of this Section 6.

                  No NQSO or installment thereof shall be exercisable except
with respect to whole shares, and fractional share interests shall be
disregarded. Not less than 100 Common Shares may be purchased at one time unless
the number purchased is the total number at the time available for purchase
under the NQSO. Until the Common Shares represented by an exercised NQSO are
issued to an Optionee, he shall have none of the rights of a shareholder.

         6.6 The exercise price of a Stock Option, or portion thereof, may be
paid:

                  A. In United States dollars, in cash or by cashier's check,
certified check, bank draft or money order, payable to the order of the Company
in an amount equal to the option price; or

                  B. At the discretion of the Committee, through the delivery of
fully paid and nonassessable Common Shares, with an aggregate Fair Market Value
on the date the NQSO is exercised equal to the option price, provided such
tendered Shares have been owned by the Optionee for at least one year prior to
such exercise; or

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                  C. By a combination of both A and B above.

                  The Committee shall determine acceptable methods for tendering
Common Shares as payment upon exercise of a Stock Option and may impose such
limitations and prohibitions on the use of Common Shares to exercise an NQSO as
it deems appropriate.

         6.7 With the Optionee's consent, the Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

         6.8 Except by will or the laws of descent and distribution, no right or
interest in any Stock Option granted under the Plan shall be assignable or
transferable, and no right or interest of any Optionee shall be liable for, or
subject to, any lien, obligation or liability of the Optionee. Stock Options
shall be exercisable during the Optionee's lifetime only by the Optionee or the
duly appointed legal representative of an incompetent Optionee.

         6.9 If the Optionee shall die while associated with the Company or
within three months after termination of such association, the personal
representative or administrator of the Optionee's estate or the person(s) to
whom an NQSO granted hereunder shall have been validly transferred by such
personal representative or administrator pursuant to the Optionee's will or the
laws of descent and distribution, shall have the right to exercise the NQSO for
one year after the date of the Optionee's death, to the extent (i) such NQSO was
exercisable on the date of such termination of employment by death, and (ii)
such NQSO was not exercised, and (iii) the exercise period may not be extended
beyond the expiration of the term of the Option.

                  No transfer of a Stock Option by the will of an Optionee or by
the laws of descent and distribution shall be effective to bind the Company
unless the Company shall have been furnished with written notice thereof and an
authenticated copy of the will and/or such other evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance by
the transferee or transferee of the terms and conditions by such Stock Option.

                  In the event of death following termination of the Optionee's
association with the Company while any portion of an NQSO remains exercisable,
the Committee, in its discretion, may provide for an extension of the exercise
period of up to one year after the Optionee's death but not beyond the
expiration of the term of the Stock Option.

         6.10 Any Optionee who disposes of Common Shares acquired on the
exercise of a NQSO by sale or exchange either (i) within two years after the
date of the grant of the NQSO under which the stock was acquired, or (ii) within
one year after the acquisition of such Shares, shall notify the Company of such
disposition and of the amount realized upon such disposition. The transfer of
Common Shares may also be Common by applicable provisions of the Securities Act
of 1933, as amended.

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7.       ADJUSTMENTS OR CHANGES IN CAPITALIZATION

         7.1 In the event that the outstanding Common Shares of the Company are
hereafter changed into or exchanged for a different number or kind of shares or
other securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:

                  A. Prompt, proportionate, equitable, lawful and adequate
adjustment shall be made of the aggregate number and kind of shares subject to
Stock Options which may be granted under the Plan, such that the Optionee shall
have the right to purchase such Common Shares as may be issued in exchange for
the Common Shares purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken place;

                  B. Rights under unexercised Stock Options or portions thereof
granted prior to any such change, both as to the number or kind of shares and
the exercise price per share, shall be adjusted appropriately, provided that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment in the
price for each share covered by such NQSO's; or

                  C. Upon any dissolution or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation, each
outstanding Stock Option granted hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or combination, to exercise his NQSO in whole or in part, to the extent that it
shall not have been exercised, without regard to any installment exercise
provisions in such NQSO.

         7.2 The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Committee, whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.

8.       MERGER, CONSOLIDATION OR TENDER OFFER

         8.1 If the Company shall be a party to a binding agreement to any
merger, consolidation or reorganization or sale of substantially all the assets
of the Company, each outstanding Stock Option shall pertain and apply to the
securities and/or property which a shareholder of the number of Common Shares of
the Company subject to the NQSO would be entitled to receive pursuant to such
merger, consolidation or reorganization or sale of assets.

         8.2 In the event that:

                  A. Any person other than the Company shall acquire more than
20% of the Common Shares of the Company through a tender offer, exchange offer
or otherwise;

                  B. A change in the "control" of the Company occurs, as such
term is defined in Rule 405 under the Securities Act of 1933;

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                  C. There shall be a sale of all or substantially all of the
assets of the Company;

any then outstanding Stock Option held by an Optionee, who is deemed by the
Committee to be a statutory officer ("Insider") for purposes of Section 16 of
the Securities Exchange Act of 1934 shall be entitled to receive, subject to any
action by the Committee revoking such an entitlement as provided for below, in
lieu of exercise of such Stock Option, to the extent that it is then
exercisable, a cash payment in an amount equal to the difference between the
aggregate exercise price of such NQSO, or portion thereof, and, (i) in the event
of an offer or similar event, the final offer price per share paid for Common
Shares, or such lower price as the Committee may determine to conform an option
to preserve its Stock Option status, times the number of Common Shares covered
by the NQSO or portion thereof, or (ii) in the case of an event covered by B or
C above, the aggregate Fair Market Value of the Common Shares covered by the
Stock Option, as determined by the Committee at such time.

         8.3 Any payment which the Company is required to make pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days, following
the event which results in the Optionee's right to such payment. In the event of
a tender offer in which fewer than all the shares which are validly tendered in
compliance with such offer are purchased or exchanged, then only that portion of
the shares covered by an NQSO as results from multiplying such shares by a
fraction, the numerator of which is the number of Common Shares acquired
pursuant to the offer and the denominator of which is the number of Common
Shares tendered in compliance with such offer shall be used to determine the
payment thereupon. To the extent that all or any portion of a Stock Option shall
be affected by this provision, all or such portion of the NQSO shall be
terminated.

         8.4 Notwithstanding paragraphs 8.1 and 8.3 of this Section 8, the
Committee may, by unanimous vote and resolution, unilaterally revoke the
benefits of the above provisions; provided, however, that such vote is taken no
later than ten business days following public announcement of the intent of an
offer or the change of control, whichever occurs earlier.

9.       AMENDMENT AND TERMINATION OF PLAN

         9.1 The Board may at any time, and from time to time, suspend or
terminate the Plan in whole or in part or amend it from time to time in such
respects as the Board may deem appropriate and in the best interest of the
Company.

         9.2 No amendment, suspension or termination of this Plan shall, without
the Optionee's consent, alter or impair any of the rights or obligations under
any Stock Option theretofore granted to him under the Plan.

         9.3 The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Stock
Options meeting the requirements of future amendments or issued regulations, if
any, to the Code.

         9.4 No NQSO may be granted during any suspension of the Plan or after
termination of the Plan.

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10.      GOVERNMENT AND OTHER REGULATIONS

         10.1 The obligation of the Company to issue, transfer and deliver
Common Shares for Stock Options exercised under the Plan shall be subject to all
applicable laws, regulations, rules, orders and approval which shall then be in
effect and required by the relevant stock exchanges on which the Common Shares
are traded and by government entities as set forth below or as the Committee in
its sole discretion shall deem necessary or advisable. Specifically, in
connection with the Securities Act of 1933, as amended, upon exercise of any
Stock Option, the Company shall not be required to issue Common Shares unless
the Committee has received evidence satisfactory to it to the effect that the
Optionee will not transfer such shares except pursuant to a registration
statement in effect under such Act or unless an opinion of counsel satisfactory
to the Company has been received by the Company to the effect that such
registration is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company may, but shall in
no event be obligated to, take any other affirmative action in order to cause
the exercise of a Stock Option or the issuance of Common Shares pursuant thereto
to comply with any law or regulation of any government authority.

11.      MISCELLANEOUS PROVISIONS

         11.1 No person shall have any claim or right to be granted a Stock
Option or Common Stock under the Plan, and the grant of an NQSO or Common Stock
under the Plan shall not be construed as giving an Optionee or Common
Stockholder the right to be retained by the Company. Furthermore, the Company
expressly reserves the right at any time to terminate its relationship with an
Optionee with or without cause, free from any liability, or any claim under the
Plan, except as provided herein, in an option agreement, or in any agreement
between the Company and the Optionee.

         11.2 Any expenses of administering this Plan shall be borne by the
Company.

         11.3 The payment received from Optionee from the exercise of Stock
Options under the Plan shall be used for the general corporate purposes of the
Company.

         11.4 The place of administration of the Plan shall be in the State of
Florida, and the validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the laws of the State of
Florida.

         11.5 Without amending the Plan, grants may be made to persons who are
foreign nationals or employed outside the United States, or both, on such terms
and conditions, consistent with the Plan's purpose, different from those
specified in the Plan as may, in the judgment of the Committee, be necessary or
desirable to create equitable opportunities given differences in tax laws in
other countries.

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         11.6 In addition to such other rights 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 Stock Option granted thereunder, 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,
except a judgment based upon a finding of bad faith; provided that upon the
institution of any such action, suit or proceeding a Committee member shall, in
writing, give the Company notice thereof and an opportunity, at its own expense,
to handle and defend the same, with counsel acceptable to the Optionee, before
such Committee member undertakes to handle and defend it on his own behalf.

         11.7 Stock Options may be granted under this Plan from time to time, in
substitution for stock options held by employees of other corporations who are
about to become employees of the Company as the result of a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of the assets of the employing corporation or the acquisition by
the Company of stock of the employing corporation as a result of which it
becomes a subsidiary of the Company. The terms and conditions of such substitute
stock options so granted may vary from the terms and conditions set forth in
this Plan to such extent as the Board of Directors of the Company at the time of
grant may deem appropriate to conform, in whole or in part, to the provisions of
the stock options in substitution for which they are granted, but no such
variations shall be such as to affect the status of any such substitute stock
options as a stock option under Section 422A of the Code.

         11.8 Notwithstanding anything to the contrary in the Plan, if the
Committee finds by a majority vote, after full consideration of the facts
presented on behalf of both the Company and the Optionee, that the Optionee has
been engaged in fraud, embezzlement, theft, insider trading in the Company's
stock, commission of a felony or proven dishonesty in the course of his
association with the Company or any subsidiary corporation which damaged the
Company or any subsidiary corporation, or for disclosing trade secrets of the
Company or any subsidiary corporation, the Optionee shall forfeit all
unexercised Stock Options and all exercised NQSO's under which the Company has
not yet delivered the certificates and which have been earlier granted to the
Optionee by the Committee. The decision of the Committee as to the cause of an
Optionee's discharge and the damage done to the Company shall be final. No
decision of the Committee, however, shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.

12.      WRITTEN AGREEMENT

         12.1 Each Stock Option granted hereunder shall be embodied in a written
Stock Option Agreement which shall be subject to the terms and conditions
prescribed above and shall be signed by the Optionee and by the President or any
Vice President of the Company, for and in the name and on behalf of the Company.
Such Stock Option Agreement shall contain such other provisions as the
Committee, in its discretion shall deem advisable.

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Number of Shares:                                 Date of Grant:
                  ------------------------------                 --------------

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT

         AGREEMENT made this _______ day of _________________ 200 , between
_____________________________ (the "Optionee"), and Bentley Communications Corp.
(the "Company").

         1.       GRANT OF OPTION

                  The Company, pursuant to the provisions of the Non-qualified
Stock Compensation Plan (the "Plan"), adopted by the Board of Directors on ,
2001, the Company hereby grants to the Optionee, subject to the terms and
conditions set forth or incorporated herein, an option to purchase from the
Company all or any part of an aggregate of shares of its $.0001 par value common
stock, as such common stock is now constituted, at the purchase price of $ per
share. The provisions of the Plan governing the terms and conditions of the
Option granted hereby are incorporated in full herein by reference.

         2.       EXERCISE

                  The Option evidenced hereby shall be exercisable in whole or
in part on or after and on or before , provided that the cumulative number of
shares of common stock as to which this Option may be exercised (except in the
event of death, retirement, or permanent and total disability, as provided in
paragraph 6.9 of the Plan) shall not exceed the following amounts:

         Cumulative Number                        Prior to Date
             of Shares                         (Note Inclusive of)
             ---------                         -------------------





The Option evidenced hereby shall be exercisable by the delivery to and receipt
by the Company of (i) written notice of election to exercise, in the form set
forth in Attachment B hereto, specifying the number of shares to be purchased;
(ii) accompanied by payment of the full purchase price thereof in cash or
certified check payable to the order of the Company, or by fully paid and
nonassessable common stock of the Company properly endorsed over to the Company,
or by a combination thereof, and (iii) by return of this Stock Option Agreement
for endorsement of exercise by the Company on Schedule I hereof. In the event
fully paid and nonassessable common stock is submitted as whole or partial
payment for shares to be purchased hereunder, such common stock will be valued
at their Fair Market Value (as defined in the Plan) on the date such shares
received by the Company are applied to payment of the exercise price.

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         3.       TRANSFERABILITY

                  The Option evidenced hereby is not assignable or transferable
by the Optionee other than by the Optionee's will or by the laws of descent and
distribution, as provided in paragraph 6.9 of the Plan. The Option shall be
exercisable only by the Optionee during his lifetime.

                                                    Bentley Communications Corp.



                                                    By: _______________________
                                                    Name:______________________
ATTEST:                                             Title:_____________________



________________________
Secretary

         Optionee hereby acknowledges receipt of a copy of the Plan, attached
hereto and accepts this Option subject to each and every term and provision of
such Plan. Optionee hereby agrees to accept as binding, conclusive and final,
all decisions or interpretations of the of the Board of Directors administering
the Plan on any questions arising under such Plan. Optionee recognizes that if
Optionee's employment with the Company or any subsidiary thereof shall be
terminated without cause, or by the Optionee, prior to completion or
satisfactory performance by Optionee (except as otherwise provided in paragraph
6 of the Plan) all of the Optionee's rights hereunder shall thereupon terminate;
and that, pursuant to paragraph 6 of the Plan, this Option may not be exercised
while there is outstanding to Optionee any unexercised Stock Option granted to
Optionee before the date of grant of this Option.

Dated:__________________              __________________________________________
                                      Optionee


                                      __________________________________________
                                      Print Name



                                      __________________________________________
                                      Address


                                      __________________________________________
                                      Social Security No.

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ATTACHMENT B

                               NOTICE OF EXERCISE



To:      Bentley Communications Corp.



         (1) The undersigned hereby elects to purchase ________ shares of Common
Shares (the "Common Shares"), of Bentley Communications Corp. pursuant to the
terms of the attached Non-Qualified Stock Option Agreement, and tenders herewith
payment of the exercise price in full, together with all applicable transfer
taxes, if any.

         (2) Please issue a certificate or certificates representing said shares
of Common Shares in the name of the undersigned or in such other name as is
specified below:


                 -------------------------------
                 (Name)

                 -------------------------------
                 (Address)
                 -------------------------------




Dated:


                                                ------------------------------
                                                Signature

                                       13
<PAGE>

Optionee:                                  Date of Grant:
         ------------------------------                   ----------------------


<TABLE>
                                            SCHEDULE I
<CAPTION>


====================== ============================ ==================== ====================== ==============
                                                                         UNEXERCISED            ISSUING
                                                                         SHARES                 OFFICER
DATE                   SHARES PURCHASED             PAYMENT RECEIVED     REMAINING              INITIALS
---------------------- ---------------------------- -------------------- ---------------------- --------------
<S>                    <C>                           <C>                 <C>                    <C>

---------------------- ---------------------------- -------------------- ---------------------- --------------

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====================== ============================ ==================== ====================== ==============
</TABLE>

                                       14