Stock Plan



INTERNATIONAL SPORTS AND MEDIA GROUP, INC.

2004 STOCK AWARD CONSULTING AND EMPLOYEE SERVICES PLAN

 

THIS CONSULTING AND EMPLOYEE SERVICES PLAN (the "Plan") is made as of the
27th day of October, 2004, by INTERNATIONAL SPORTS AND MEDIA GROUP, INC., (the
"Company"), for the Company's consultants and employees (the "recipients")



RECITALS:



The Company desires under agreement to grant compensation to recipients in
exchange for services provided to the Company, shares of the common stock of the
Company (the "Common Stock"), pursuant to the provisions set forth herein;



1.Grant of Shares. The Company shall grant to the Recipients from time to time
the following shares of Common Stock (the "Shares") in the Company.

 

	Class of Stock	Number of Shares
	Common 	15,000,000


2. Services. Recipients shall provide bona fide services to the Company in
connection with filing of SEC 1934 Act reports and not in connection with
capital raising or market support activities.



3. Compensation. Recipient's compensation is the Shares identified herein. The
parties agree the Shares are valued at $.02 each. Recipients are responsible for
all income taxes.



4. Registration or Exemption. Notwithstanding anything to the contrary contained
herein, the Shares will be registered on Form S-8 Registration Statement dated
October 29, 2004.



5. Delivery of Shares. The Company shall deliver to the Recipient such shares
for services pursuant to the agreement for services between the Company and the
recipient.



6. Waiver. No waiver is enforceable unless in writing and signed by such waiving
party, and any waiver shall not be construed as a waiver by any other party or
of any other or subsequent breach.



7.Amendments. This Plan may not be amended unless by the mutual Consent of all
of the parties hereto in writing.



8. Governing Law. This Plan shall be governed by the laws of the State of
California, and shall be the sole venue for any action arising hereunder.



9. Assignment and Binding Effect. Neither this Plan nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto without
the prior written Consent of the other parties hereto, except as otherwise
provided herein. This Plan shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors, assigns and/or
delegates.



10. Integration and Captions. This Plan includes the entire understanding of the
parties hereto with respect to the subject matter hereof. The captions herein
are for convenience and shall not control the interpretation of this Plan.



11. Legal Representation. Each party has been represented by independent legal
counsel in connection with this Plan, or each has had the opportunity to obtain
independent legal counsel and has waived such right, and no tax advice has been
provided to any party.



12. Construction. Each party acknowledges and agrees having had the opportunity
to review, negotiate and approve all of the provisions of this Plan.



 

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  13. Cooperation. The parties agree to execute such reasonable necessary
  documents upon advice of legal counsel in order to carry out the intent and
  purpose of this Plan as set forth herein above.

  

  14. Hand-Written Provisions. Any hand-written provisions hereon, if any, or
  attached hereto, which have been initialed by all of the parties hereto, shall
  control all typewritten provisions in conflict therewith.

  

  15. Fees, Costs and Expenses. Each of the parties hereto acknowledges and
  agrees to pay, without reimbursement from the other party(ies), the fees,
  costs, and expenses incurred by each such party incident to this Plan.

  

  16.Consents and Authorizations. By the execution herein below, each party
  acknowledges and agrees that each such party has the full right, power, legal
  capacity and authority to enter into this Plan, and the same constitutes a
  valid and legally binding Plan of each such party in accordance with the
  terms, conditions and other provisions contained herein.

  

  17. Gender and Number. Unless the context otherwise requires, references in
  this Plan in any gender shall be construed to include all other genders,
  references in the singular shall be construed to include the singular.

  

  18. Severability. In the event anyone or more of the provisions of this Plan
  shall be deemed unenforceable by any court of competent jurisdiction for any
  reason whatsoever, this Plan shall be construed as if such unenforceable
  provision had never been contained herein.

  

  Plan Adopted on October 27, 2004

  

  

  

  /s/ Yan Skwara

  Yan Skwara

  Chairman and President

  

  

  

  

 

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  EXHIBIT "A"

 

Item 1 - Plan Information



(a) General Plan Information



1. The title of the Plan is: INTERNATIONAL SPORTS AND MEDIA GROU, INC.- Year
2004 Stock Award Plan ("Plan") and the name of the registrant whose securities
are to be offered pursuant to the Plan is INTERNATIONAL SPORTS AND MEDIA GROUP,
INC. ("Company").



2. The general nature and purpose of the Plan is to grant Employees and
Consultants 15,000,000 shares of the Company as compensation for services
rendered and service to be rendered to the Company.



3. To the best of Company's knowledge, the Plan is not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974.



4. The Company shall act as Plan Administrator. The Company's address is:

 

11301 Olympic Blvd. Suite 680

Los Angeles, CA 90064

 

The telephone number of the Company is (310) 445-2599

 

(a) The Company, as administrator of the Plan, will merely issue
to the employees and Consultant shares of Common Stock pursuant to the terms of
the Plan.



(b) Securities to be offered. Pursuant to the terms of the Plan, shares of the
Company's common stock will be offered.



(c) Employees Who May Participate in the Plan. Employees and Consultants who
provide bona fide services to the Company may participate in the plan. Employees
and Consultants are eligible to receive the securities provided the securities
have been registered or are exempt from registration under the Securities Act of
1933, as amended (the "Act").



(d) Purchase of Securities Pursuant to the Plan. The Company shall issue and
deliver the securities to Employees and Consultants as soon as practicable.



(e) Resale Restrictions. Employees and Consultants, after receipt of the Shares,
may assign, sell, convey or otherwise transfer the securities received, subject
to the requirements of the Act.



(f) Tax Effects of Plan Participation. The INTERNATIONAL SPORTS AND MEDIA GROUP,
INC. Year 2004 Stock Award Plan is not qualified under Sec. 401 of the Internal
Revenue Code of 1986, as amended.



(g) Investment of Funds. n/a



(h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or termination
as to the Plan may occur upon mutual written Consent of the parties. Employees
and Consultants have the right to assign or hypothecate Employees or
Consultant's interest in the Plan, subject to Plan provisions.



(i) Forfeitures and Penalties. n/a



(j) Charges and Deductions and Liens Therefore. n/a



Item 2 -Registrant Information and Employee Plan Annual Information.

 

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  Registrant, upon oral or written request by Employees and
  Consultants, shall provide, without charge, the documents incorporated by
  reference in Part II, Item 3 of Company's Form S-8 Registration Statement for
  the securities as well as any other documents required to be delivered
  pursuant to SEC Rule 428(b) (17 CFR Section 230.428(b)). All requests are to
  be directed to the Company at the address provided in paragraph (a)(4) above.

  

  

  Plan Adopted on October 27, 2004

  

  

  

  /s/ Yan Skwara

  Yan Skwara

  Chairman and President

 


 

 

 

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