THE PROJECT GROUP, INC. (THE "COMPANY")
                         2003 EMPLOYEE STOCK OPTION PLAN
                        (As amended, September 28, 2004)

                                   ARTICLE 1.

                        PURPOSE AND ADOPTION OF THE PLAN

1.1. PURPOSE. The purpose of The Project Group, Inc. 2003 Employee Stock Option
Plan (hereinafter referred to as the "Plan") is to assist in attracting and
retaining highly competent key employees, non-employee directors and consultants
and to act as an incentive in motivating selected key employees, non-employee
directors and consultants of the Company and its Subsidiaries (as defined below)
to achieve long-term corporate objectives.

1.2. ADOPTION AND TERM. The Plan was originally approved by the Board of
Directors (hereinafter referred to as the "Board") of the Company and by the
majority of its shareholders, to be effective as of March 27, 2003 (the
"Effective Date"). The Plan was amended by the Board and by a majority of the
shareholders, to be effective September 28, 2004 (the "As Amended Effective
Date"). The Plan shall remain in effect until terminated by action of the Board;
provided, however, that no Incentive Stock Option (as defined below) may be
granted hereunder after the tenth anniversary of the Effective Date.

                                   ARTICLE II.

                                   DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the following
meanings:

      2.1. AWARD means any grant to a Participant of one or a combination of
Non-Qualified Stock Options or Incentive Stock Options described in Article VI.

      2.2. AWARD AGREEMENT means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant specifically
setting forth the terms and conditions of an Award granted under the Plan.

      2.3. AWARD PERIOD means, with respect to an Award, the period of time set
forth in the Award Agreement during which specified target performance goals
must be achieved or other conditions set forth in the Award Agreement must be
satisfied.

      2.4. BENEFICIARY means an individual, trust or estate who or which, by a
written designation of the Participant filed with the Company or by operation of
law, succeeds to the rights and obligations of the Participant under the Plan
and an Award Agreement upon the Participant's death.

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

      2.6. CHANGE IN CONTROL means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

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            (a) The acquisition in one or more transactions by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within the meaning of Rule
l3d-3 promulgated under the Exchange Act) of shares or other securities (as
defined in Section 3(a)(10) of the Exchange Act) representing 30% or more of
either (i) the Outstanding Common Stock or (ii) the Company Voting Securities;
provided, however, that a Change in Control as defined in this clause (a) shall
not be deemed to occur in connection with any acquisition by the Company, an
employee benefit plan of the Company or any Person who immediately prior to the
Effective Date is a holder of Outstanding Common Stock or Company Voting
Securities (a "Current Stockholder") so long as such acquisition does not result
in any Person other than the Company, such employee benefit plan or such Current
Stockholder beneficially owning shares or securities representing 30% or more of
either the Outstanding Common Stock or Company Voting Securities; or

            (b) Any election has occurred of persons as directors of the Company
that replaces all of the board members that are members of the board of
directors as of the Effective Date; or

            (c) Approval by the stockholders of the Company of a reorganization,
merger, consolidation or similar transaction (a "Reorganization Transaction"),
in each case, unless, immediately following such Reorganization Transaction,
more than 50% of, respectively, the outstanding shares of common stock (or
similar equity security) of the corporation or other entity resulting from or
surviving such Reorganization Transaction and the combined voting power of the
securities of such corporation or other entity entitled to vote generally in the
election of directors, is then beneficially owned, directly or indirectly, by
the individuals and entities who were the respective beneficial owners of the
Outstanding Common Stock and the Company Voting Securities immediately prior to
such Reorganization Transaction in substantially the same proportions as their
ownership of the Outstanding Common Stock and Company Voting Securities
immediately prior to such Reorganization Transaction; or

            (d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other disposition
of all or substantially all of the assets of the Company to a corporation or
other entity, unless, with respect to such corporation or other entity,
immediately following such sale or other disposition more than 50% of,
respectively, the outstanding shares of common stock (or similar equity
security) of such corporation or other entity and the combined voting power of
the securities of such corporation or other entity entitled to vote generally in
the election of directors, is then beneficially owned, directly or indirectly,
by the individuals and entities who were the respective beneficial owners of the
Outstanding Common Stock and the Company Voting Securities immediately prior to
such sale or disposition in substantially the same proportions as their
ownership of the Outstanding Common Stock and Company Voting Securities
immediately prior to such sale or disposition.

      2.7 CODE means the Internal Revenue Code of 1986, as amended. References
to a section of the Code include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said
section.


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      2.8 COMMITTEE means the committee established in accordance with Section
3.1.

      2.9. COMPANY means The Project Group, Inc. (formerly known as Global
Boulevard International, Inc.), a Nevada corporation, and its successors.

      2.10 COMMON STOCK means Common Stock of the Company, par value $0.001 per
share.

      2.11. COMPANY VOTING SECURITIES means the combined voting power of all
outstanding securities of the Company entitled to vote generally in the election
of directors of the Company.

      2.12. DATE OF GRANT means the date designated by the Committee as the date
as of which it grants an Award, which shall not be earlier than the date on
which the Committee approves the granting of such Award.

      2.13. EFFECTIVE DATE shall have the meaning given to such term in Section
1.2.

      2.14. EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

      2.15. FAIR MARKET VALUE means, as of any applicable date: (i) if the
Common Stock is listed on a national securities exchange or is authorized for
quotation on The Nasdaq National Market System ("NMS"), the closing price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on
the next preceding date on which there was such a reported sale; or (ii) if the
Common Stock is not listed for trading on a national securities exchange or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap Market on such date, or if no such price shall have been reported for
such date, on the next preceding date for which such price was so reported; or
(iii) if the Common Stock is not listed for trading on a national securities
exchange or authorized for quotation on NMS or The Nasdaq SmallCap Market (if
applicable), the last reported bid price published in the "pink sheets" or
displayed on the National Association of Securities Dealers, Inc. ("NASD")
Electronic Bulletin Board, as the case may be; or (iv) if the Common Stock is
not listed for trading on a national securities exchange, is not authorized for
quotation on NMS or The Nasdaq SmallCap Market and is not published in the "pink
sheets" or displayed on the NASD Electronic Bulletin Board, the fair market
value of the Common Stock as determined in good faith by the Committee.

      2.16 INCENTIVE STOCK OPTION means a stock option within the meaning of
Section 422 of the Code.

      2.17. MERGER means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.


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<PAGE>

      2.18. NON-EMPLOYEE DIRECTOR means a member of the Board who (i) is not
currently an officer or otherwise employed by the Company or a parent or a
subsidiary of the Company, (ii) does not receive compensation directly or
indirectly from the Company or a parent or a subsidiary of the Company for
services rendered as a consultant or in any capacity other than as a director,
except for an amount for which disclosure would not be required pursuant to Item
404(a) of Regulation S-K, (iii) does not possess an interest in any other
transaction for which disclosure would be required pursuant to Item 404(a) of
Regulation S-K, and (iv) is not engaged in a business relationship for which
disclosure would be required pursuant to Item 404(b) of Regulation S-K.

      2.19. NON-EMPLOYEE DIRECTOR OPTION means a stock option granted to a
Non-Employee Director in accordance with Section 6.1 (a).

      2.20. NON-QUALIFIED STOCK OPTION means a stock option which is not an
Incentive Stock Option.

      2.21. OPTIONS means all Non-Qualified Stock Options and Incentive Stock
Options granted at any time under the Plan.

      2.22. OUTSTANDING COMMON STOCK means, at any time, the issued and
outstanding shares of Common Stock.

      2.23. PARTICIPANT means a person designated to receive an Award under the
Plan in accordance with Section 5.1.

      2.24. PLAN means the 2003 Employee Stock Option Plan as described herein,
as the same may be amended from time to time.

      2.25 PURCHASE PRICE, with respect to Options, shall have the meaning set
forth in Section 6.1(b).

      2.26. RETIREMENT means early or normal retirement under a pension plan or
arrangement of the Company or one of its Subsidiaries in which the Participant
participates.

      2.27. SUBSIDIARY means a subsidiary of the Company within the meaning of
Section 424(f) of the Code.

      2.28. TERMINATION OF EMPLOYMENT means the voluntary or involuntary
termination of a Participant's employment with the Company or a Subsidiary for
any reason, including death, disability, retirement or as the result of the
divestiture of the Participant's employer or any similar transaction in which
the Participant's employer ceases to be the Company or one of its Subsidiaries.
Whether entering military or other government service shall constitute
Termination of Employment, or whether a Termination of Employment shall occur as
a result of disability, shall be determined in each case by the Committee in its
sole discretion. In the case of a consultant who is not an employee of the
Company or a Subsidiary, Termination of Employment shall mean voluntary or
involuntary termination of the consulting relationship for any reason. In the
case of a Non-Employee Director, Termination of Employment shall mean voluntary
or involuntary termination, non-election, removal or other act which results in
such Non-Employee Director no longer serving in such capacity.


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<PAGE>

                                  ARTICLE III.

                                 ADMINISTRATION

      3.1. COMMITTEE. The Plan shall be administered by a committee of the Board
(the "Committee") comprised of at least one person. The Committee shall have
exclusive and final authority in each determination, interpretation or other
action affecting the Plan and its Participants. The Committee shall have the
sole discretionary authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Awards as it determines appropriate, and to take such steps in connection with
the Plan and Awards granted hereunder as it may deem necessary or advisable. The
Committee may, subject to compliance with applicable legal requirements, with
respect to Participants who are not subject to Section 16(b) of the Exchange
Act, delegate such of its powers and authority under the Plan as it deems
appropriate to designated officers or employees of the Company. In addition, the
Board may exercise any of the authority conferred upon the Committee hereunder.
In the event of any such delegation of authority or exercise of authority by the
Board, references in the Plan to the Committee shall be deemed to refer to the
delegate of the Committee or the Board, as the case may be.

                                   ARTICLE IV.

                                     SHARES

      4.1. NUMBER OF SHARES ISSUABLE. The total number of shares authorized to
be issued only upon exercise of Options issued under the Plan shall be
6,000,000. The number of shares available for issuance upon exercise of Options
shall be subject to adjustment in accordance with Section 7.7.

                                   ARTICLE V.

                                  PARTICIPATION

      5.1. ELIGIBLE PARTICIPANTS. Participants in the Plan shall be such key
employees, consultants, and non-employee directors of the Company and its
Subsidiaries, whether or not members of the Board, as the Committee, in its sole
discretion, may designate from time to time. The Committee's designation of a
Participant in any year shall not require the Committee to designate such person
to receive Awards in any other year. The designation of a Participant to receive
an Award under one portion of the Plan does not require the Committee to include
such Participant under other portions of the Plan. The Committee shall consider
such factors as it deems pertinent in selecting Participants and in determining
the types and amounts of their respective Awards.


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<PAGE>

                                   ARTICLE VI.

                                  STOCK OPTIONS

      6.1. OPTION AWARDS.

            (a) GRANT OF OPTIONS. The Committee may grant, to such Participants
as the Committee may select, Options entitling the Participants to purchase
shares of Common Stock from the Company in such numbers, at such prices, and on
such terms and subject to such conditions, not inconsistent with the terms of
the Plan, as may be established by the Committee. The terms of any Option
granted under the Plan shall be set forth in an Award Agreement. Except as
provided in Sections 6.3(c), 6.3(e) or 6.5, Non-Employee Director Options may be
immediately exercisable, in whole or in part, and shall remain exercisable until
the first anniversary of the Date of Grant.

            (b) PURCHASE PRICE OF OPTIONS. The Purchase Price of each share of
Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be determined by the Committee.

            (c) DESIGNATION OF OPTIONS. Except as otherwise expressly provided
in the Plan, the Committee may designate, at the time of the grant of an Option,
such Option as an Incentive Stock Option or a Non-Qualified Stock Option;
provided, however, that an Option may be designated as an Incentive Stock Option
only if the applicable Participant is an employee of the Company or a Subsidiary
on the Date of Grant.

            (d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant may be
granted Incentive Stock Options under the Plan (or any other plans of the
Company and its Subsidiaries) that would result in Incentive Stock Options to
purchase shares of Common Stock with an aggregate Fair Market Value (measured on
the Date of Grant) in excess of that required by current law in any one calendar
year.

            (e) RIGHTS AS A STOCKHOLDER. A Participant or a transferee of an
Option pursuant to Section 7.4 shall have no rights as a stockholder with
respect to the shares of Common Stock covered by an Option until that
Participant or transferee shall have become the holder of record of any such
shares, and no adjustment shall be made with respect to any such shares of
Common Stock for dividends in cash or other property or distributions of other
rights on the Common Stock for which the record date is prior to the date on
which that Participant or transferee shall have become the holder of record of
any shares covered by such Option; provided, however, that Participants are
entitled to share adjustments to reflect capital changes under Section 7.7.

      6.2. INTENTIONALLY LEFT BLANK.


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<PAGE>

      6.3. TERMS OF STOCK OPTIONS.

            (a) CONDITIONS ON EXERCISE. An Award Agreement with respect to
Options may contain such waiting periods, exercise dates and restrictions on
exercise (including, but not limited to, periodic installments) as may be
determined by the Committee at the time of grant and subject to this Article VI.

            (b) DURATION OF OPTIONS. Options shall terminate after the first to
occur of the following events:

                  (i) Expiration of the Option as provided in the related Award
Agreement; or

                  (ii) Termination of the Award as provided in Section 6.3(e),
following the applicable Participant's Termination of Employment; or

                  (iii) In the case of an Incentive Stock Option, ten year from
the Date of Grant.

            (c) ACCELERATION OF EXERCISE TIME. The Committee, in its sole
discretion, shall have the right (but shall not in any case be obligated),
exercisable at any time after the Date of Grant, to permit the exercise of any
Option prior to the time such Option would otherwise become exercisable under
the terms of the related Award Agreement.

            (d) EXTENSION OF EXERCISE TIME. In addition to the extensions
permitted under Section 6.3(e) in the event of Termination of Employment, the
Committee, in its sole discretion, shall have the right (but shall not in any
case be obligated), exercisable on or at any time after the Date of Grant, to
permit the exercise of any Option after its expiration date described in Section
6.3(e), subject, however, to the limitations described in Sections 6.3(b)(i),
(iii) and (iv).

            (e) EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT.

                  (i) TERMINATION OF VESTED OPTIONS UPON TERMINATION OF
EMPLOYMENT.

                       (A) TERMINATION. In the event of Termination of
Employment of a Participant other than by reason of death, disability or
Retirement, the right of the Participant to exercise any Option shall terminate
unless exercised within a period of three months from the date on which the
Employee ceased to be so employed, unless the exercise period is extended by the
Committee in accordance with Section 6.3(d).

                       (B) DISABILITY OR RETIREMENT. In the event of a
Participant's Termination of Employment by reason of disability or Retirement,
the right of the Participant to exercise any Option which he or she was entitled
to exercise upon Termination of Employment (or which became exercisable at a
later date pursuant to Section 6.3(e)(ii)) shall terminate one year after the
date of such Termination of Employment, unless the exercise period is extended
by the Committee in accordance with Section 6.3(d). In no event, however, may
any Option be exercised later than the date of expiration of the Option
determined pursuant to Section 6.3(b)(i), (iii) or (iv).


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<PAGE>

                        (C) DEATH. In the event of the death of a Participant
while employed by the Company or a Subsidiary or within any additional period of
time from the date of the Participant's Termination of Employment and prior to
the expiration of any Option as provided pursuant to Section 6.3(e)(i)(B) or
Section 6.3(d) above, to the extent the right to exercise the Option was accrued
as of the date of such Termination of Employment and had not expired during such
additional period, the right of the Participant's Beneficiary to exercise the
Option shall terminate one year after the date of the Participant's death (but
in no event more than one year from the date of the Participant's Termination of
Employment by reason of disability or Retirement), unless the exercise period is
extended by the Committee in accordance with Section 6.3(d). In no event,
however, may any Option be exercised later than the date of expiration of the
Option determined pursuant to Section 6.3(b)(i), (iii) or (iv).

                  (ii) TERMINATION OF UNVESTED OPTIONS UPON TERMINATION OF
EMPLOYMENT. Subject to Section 6.3(c), to the extent the right to exercise an
Option, or any portion thereof, has not accrued as of the date of Termination of
Employment, such right shall expire at the date of such Termination of
Employment. Notwithstanding the foregoing, the Committee, in its sole discretion
and under such terms as it deems appropriate, may permit, for a Participant who
terminates employment by reason of Retirement and who will continue to render
significant services to the Company or one of its Subsidiaries after his or her
Termination of Employment, the continued vesting of his or her Options during
the period in which that individual continues to render such services.

      6.4. EXERCISE PROCEDURES. Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
or employee of the Company designated in the Award Agreement at or before the
close of business on the expiration date of the Award. The Purchase Price of
shares purchased upon exercise of an option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Award Agreement; PROVIDED,
HOWEVER, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) shares of Common Stock (which
may include shares issuable in connection with the exercise of the Option,
subject to such rules as the Committee deems appropriate) or (b) any combination
of cash and Common Stock or (c) such other consideration as the Committee deems
appropriate and in compliance with applicable law (including payment in
accordance with a cashless exercise program under which, if so instructed by a
Participant, shares of Common Stock may be issued directly to the Participant's
broker or dealer upon receipt of an irrevocable written notice of exercise from
the Participant). In the event that any shares of Common Stock shall be
transferred to the Company to satisfy all or any part of the Purchase Price, the
part of the Purchase Price deemed to have been satisfied by such transfer of
shares of Common Stock shall be equal to the product derived by multiplying the
Fair Market Value as of the date of exercise times the number of shares of
Common Stock transferred to the Company. The Participant may not transfer to the
Company in satisfaction of the Purchase Price any fractional share of Common
Stock. Any part of the Purchase Price paid in cash upon the exercise of any
Option shall be added to the general funds of the Company and may be used for
any proper corporate purpose. Unless the Committee shall otherwise determine,
any shares of Common Stock transferred to the Company as payment of all or part
of the Purchase Price upon the exercise of any Option shall be held as treasury
shares.


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<PAGE>

      6.5. CHANGE IN CONTROL. Unless otherwise provided by the Committee in the
applicable Award Agreement, in the event of a Change in Control, all Options
outstanding on the date of such Change in Control shall become immediately and
fully exercisable. The provisions of this Section 6.5 shall not be applicable to
any Options granted to a Participant if any Change in Control results from such
Participant's beneficial ownership (within the meaning of Rule l3d-3 under the
Exchange Act) of Common Stock or Company Voting Securities.

                                  ARTICLE VII.

              TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

      7.1. PLAN PROVISIONS CONTROL AWARD TERMS. The terms of the Plan shall
govern all Awards granted under the Plan, and in no event shall the Committee
have the power to grant any Award under the Plan the terms of which are contrary
to any of the provisions of the Plan. In the event any provision of any Award
granted under the Plan shall conflict with any term in the Plan as constituted
on the Date of Grant of such Award, the term in the Plan as constituted on the
Date of Grant of such Award shall control. Except as provided in Section 7.3 and
Section 7.7, the terms of any Award granted under the Plan may not be changed
after the Date of Grant of such Award so as to materially decrease the value of
the Award without the express written approval of the holder.

      7.2. AWARD AGREEMENT. No person shall have any rights under any Award
granted under the Plan unless and until the Company and the Participant to whom
such Award shall have been granted shall have executed and delivered an Award
Agreement or the Participant shall have received and acknowledged notice of the
Award authorized by the Committee expressly granting the Award to such person
and containing provisions setting forth the terms of the Award.

      7.3. MODIFICATION OF AWARD AFTER GRANT. No Award granted under the Plan to
a Participant may be modified (unless such modification does not materially
decrease the value of that Award) after its Date of Grant except by express
written agreement between the Company and such Participant, provided that any
such change (a) may not be inconsistent with the terms of the Plan, and (b)
shall be approved by the Committee.

      7.4. LIMITATION ON TRANSFER. A Participant's rights and interest under the
Plan may not be assigned or transferred other than by will or the laws of
descent and distribution and, during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant. Notwithstanding the foregoing, the Committee may
grant Non-Qualified Stock Options that are transferable, without payment of
consideration, to immediate family members of the Participant or to trusts or
partnerships for such family members, and the Committee may also amend
outstanding Non-Qualified Stock Options to provide for such transferability.


                                       9
<PAGE>

      7.5. TAXES. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the Participant in
lieu of withholding) the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount payable and/or
shares issuable under such Participant's Award or with respect to any income
recognized upon a disqualifying disposition of shares received pursuant to the
exercise of an Incentive Stock Option, and the Company may defer payment of cash
or issuance of shares upon exercise or vesting of an Award unless indemnified to
its satisfaction against any liability for any such tax. The amount of such
withholding or tax payment shall be determined by the Committee and shall be
payable by the Participant at such time as the Committee determines in
accordance with the following rules:

            (a) The Participant shall have the right to elect to meet his or her
withholding requirement (i) by having withheld from such Award at the
appropriate time that number of shares of Common Stock, rounded up to the next
whole share, the Fair Market Value of which is equal to the amount of
withholding taxes due, (ii) by direct payment to the Company in cash of the
amount of any taxes required to be withheld with respect to such Award or (iii)
by a combination of withholding such shares and paying cash.

            (b) The Committee shall have the discretion as to any Award to cause
the Company to pay to tax authorities for the benefit of the applicable
Participant, or to reimburse such Participant for, the individual taxes which
are due on the grant, exercise or vesting of any Award or the lapse of any
restriction on any Award (whether by reason of such Participant's filing of an
election under Section 83(b) of the Code or otherwise), including, but not
limited to, Federal income tax, state income tax, local income tax and excise
tax under Section 4999 of the Code, as well as for any such taxes as may be
imposed upon such tax payment or reimbursement.

            (c) In the case of Participants who are subject to Section 16 of the
Exchange Act, the Committee may impose such limitations and restrictions as it
deems necessary or appropriate with respect to the delivery or withholding of
shares of Common Stock to meet tax withholding obligations.

      7.6. SURRENDER OF AWARDS. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the Committee and
the Participant approve.

      7.7 ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

            (a) RECAPITALIZATION. The number and kind of shares subject to
outstanding Awards, the Purchase Price, the number and kind of shares available
for Awards subsequently granted under the Plan and the maximum number of shares
in respect of which Awards can be made to any Participant in any calendar year
shall be appropriately adjusted to reflect any stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other change in
capitalization with a similar substantive effect upon the Plan or the Awards
granted under the Plan; provided however that this Section 7.7(a) is intended to
apply only after a reverse-split on a basis of 1:2.5, intended to be effective
in March 2003. The Committee shall have the power and sole discretion to
determine the amount of the adjustment to be made in each case.


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<PAGE>

            (b) MERGER. After any Merger in which the Company is the surviving
corporation, each Participant shall, at no additional cost, be entitled upon any
exercise of an Option or receipt of any other Award to receive (subject to any
required action by stockholders), in lieu of the number of shares of Common
Stock receivable or exercisable pursuant to such Award prior to such Merger, the
number and class of shares or other securities to which such Participant would
have been entitled pursuant to the terms of the Merger if, at the time of the
Merger, such Participant had been the holder of record of a number of shares of
Common Stock equal to the number of shares of Common Stock receivable or
exercisable pursuant to such Award. Comparable rights shall accrue to each
Participant in the event of successive Mergers of the character described above.
In the event of a Merger in which the Company is not the surviving corporation,
the surviving, continuing, successor or purchasing corporation, as the case may
be (the "Acquiring Corporation"), will either assume the Company's rights and
obligations under outstanding Award Agreements or substitute awards in respect
of the Acquiring Corporation's stock for outstanding Awards, provided, however,
that if the Acquiring Corporation does not assume or substitute for such
outstanding Awards, the Board shall provide prior to the Merger that any
unexercisable and/or unvested portion of the outstanding Awards shall be
immediately exercisable and vested as of a date prior to such merger or
consolidation, as the Board so determines. The exercise and/or vesting of any
Award that was permissible solely by reason of this Section 7.7(b) shall be
conditioned upon the consummation of the Merger. Any Options which are neither
assumed by the Acquiring Corporation not exercised as of the date of the Merger
shall terminate effective as of the effective date of the Merger.

            (c) OPTIONS TO PURCHASE SHARES OR STOCK OF ACQUIRED COMPANIES. After
any merger in which the Company or a Subsidiary shall be a surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan, pursuant to Section 424 of the Code, replacing old options granted
under a plan of another party to the merger whose shares of stock subject to the
old options may no longer be issued following the merger. The manner of
application of the foregoing provisions to such options and any appropriate
adjustments shall be determined by the Committee in its sole discretion. Any
such adjustments may provide for the elimination of any fractional shares which
might otherwise become subject to any Options.

      7.8 NO RIGHT TO EMPLOYMENT. No employee or other person shall have any
claim of right to be granted an Award under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company or any of its Subsidiaries.

      7.9. AWARDS NOT INCLUDABLE FOR BENEFIT PURPOSES. Payments received by a
Participant pursuant to the provisions of the Plan shall not be included in the
determination of benefits under any pension, group insurance or other benefit
plan applicable to the Participant which is maintained by the Company or any of
its Subsidiaries, except as may be provided under the terms of such plans or
determined by the Board.

      7.10. GOVERNING LAW. All determinations made and actions taken pursuant to
the Plan shall be governed by the laws of the State of Nevada and construed in
accordance therewith.


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      7.11. NO STRICT CONSTRUCTION. No rule of strict construction shall be
implied against the Company, the Committee or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan
or any rule or procedure established by the Committee.

      7.12. CAPTIONS. The captions (i.e., all Section headings) used in the Plan
are for convenience only, do not constitute a part of the Plan, and shall not be
deemed to limit, characterize or affect in any way any provisions of the Plan,
and all provisions of the Plan shall be construed as if no captions had been
used in the Plan.

      7.13. SEVERABILITY. Whenever possible, each provision in the Plan and
every Award at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Award at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan, such Award and every other Award at any time granted under the Plan
shall remain in full force and effect.

      7.14. AMENDMENT AND TERMINATION.

            (a) AMENDMENT. The Board shall have complete power and authority to
amend the Plan at any time without the authorization or approval of the
Company's stockholders, unless the amendment (i) materially increases the
benefits accruing to Participants under the Plan, (ii) materially increases the
aggregate number of securities that may be issued under the Plan or (iii)
materially modifies the requirements as to eligibility for participation in the
Plan, but in each case only to the extent then required by the Code or
applicable law, or deemed necessary or advisable by the Board. No termination or
amendment of the Plan may, without the consent of the Participant to whom any
Award shall theretofore have been granted under the Plan, materially adversely
affect the right of such individual under such Award.

            (b) TERMINATION. The Board shall have the right and the power to
terminate the Plan at any time. No Award shall be granted under the Plan after
the termination of the Plan, but the termination of the Plan shall not have any
other effect and any Award outstanding at the time of the termination of the
Plan may be exercised after termination of the Plan at any time prior to the
expiration date of such Award to the same extent such Award would have been
exercisable had the Plan not been terminated.


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