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                          2001 STOCK COMPENSATION PLAN


                                       OF


                              INTERMOST CORPORATION

                              (a Utah corporation)

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                                TABLE OF CONTENTS

                                      * * *

                          2001 STOCK COMPENSATION PLAN

                                       OF

                              INTERMOST CORPORATION


SECTION SUBJECT PAGE

    1.     Purpose of Plan..................................................1

    2.     Stock Subject to the Plan........................................2

    3.     Administration of the Plan.......................................2

           (a)      General ................................................2
           (b)      Changes in Law Applicable...............................4

    4.     Types of Awards Under the Plan...................................5

    5.     Persons to Whom Options Shall Be Granted.........................5

           (a)      Nonqualified Options....................................5
           (b)      Incentive Options.......................................5

    6.     Factors to Be Considered in Granting Options.....................5

    7.     Time of Granting Options.........................................5

    8.     Terms and Conditions of Options..................................6

           (a)      Number of Shares........................................6
           (b)      Type of Option..........................................6
           (c)      Option Period...........................................6

                    (1)     General.........................................6
                    (2)     Termination of Employment.......................6
                    (3)     Cessation of Service as Director
                            or Advisor......................................7
                    (4)     Disability......................................7
                    (5)     Death...........................................8


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                    (6)     Acceleration and Exercise Upon
                            Change of Control............................... 8
                    (1)     Nonqualified Options............................10
                    (2)     Incentive Options...............................10
                    (3)     Determination of Fair Market
                            Value...........................................10
            (e)      Exercise of Options....................................11
            (f)      Nontransferability of Options..........................12
            (g)      Limitations on 10% Shareholders........................12
            (h)      Compliance with Securities Laws........................13
            (i)      Additional Provisions..................................14

    9.      Medium and Time of Payment......................................14

    10.     Rights as a Shareholder.........................................15

    11.     Optionee's Agreement to Serve...................................16

    12.     Adjustments on Changes in Capitalization........................17
            (a)      Changes in Capitalization..............................17
            (b)      Reorganization, Dissolution or
                     Liquidation............................................17
            (c)      Change in Par Value....................................17
            (d)      Notice of Adjustments..................................18
            (e)      Effect Upon Holder of Option...........................18
            (f)      Right of Company to Make Adjustments...................20

    13.     Investment Purpose..............................................20

    14.     No Obligation to Exercise Option................................20

    15.     Modification, Extension, and Renewal
            of Options       ...............................................20

    16.     Effective Date of the Plan......................................21

    17.     Termination of the Plan.........................................21

    18.     Amendment of the Plan...........................................21

    19.     Withholding.....................................................22

    20.     Indemnification of Committee....................................22

    21.     Application of Funds............................................23

    22.     Governing Law...................................................23

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                          2001 STOCK COMPENSATION PLAN
                                       OF
                              INTERMOST CORPORATION



     1. Purpose of Plan. This 2001 Stock  Compensation Plan ("Plan") is intended
to encourage  ownership of the common  stock of  INTERMOST  CORPORATION,  a Utah
corporation ("Company"), by certain officers, directors,  employees and advisors
of the Company or any Subsidiary or  Subsidiaries of the Company (as hereinafter
defined) in order to provide  additional  incentive  for such persons to promote
the success and the business of the Company or its Subsidiaries and to encourage
them to remain in the employ of the  Company or its  Subsidiaries  by  providing
such persons an opportunity to benefit from any appreciation of the common stock
of the  Company  through  the  issuance  of stock  options  to such  persons  in
accordance  with the terms of the Plan.  It is  further  intended  that  options
granted  pursuant to this Plan shall  constitute  either incentive stock options
("Incentive  Options") within the meaning of Section 422 (formerly Section 422A)
of the Internal Revenue Code of 1986, as amended  ("Code"),  or options which do
not constitute Incentive Options  ("Nonqualified  Options") as determined by the
Committee  (as  hereinafter  defined) at the time of  issuance of such  options.
Incentive  Options and  Nonqualified  Options are herein  sometimes  referred to
collectively  as "Options." As used herein,  the term Subsidiary or Subsidiaries
shall mean any corporation (other than the employer  corporation) in an unbroken
chain of corporations beginning with the employer corporation if, at the time of
granting of the Option, each of the corporations other than the last corporation
in the unbroken chain owns stock  possessing  fifty percent (50%) or more of the
total  combined  voting  power  of all  classes  of  stock  in one of the  other
corporations in such chain.

                                       1
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     2. Stock Subject to the Plan.  Subject to adjustment as provided in Section
12 hereof, there will be reserved for the use upon the exercise of Options to be
granted  from  time  to time  under  the  Plan an  aggregate  of  three  million
(3,000,000) shares of the common stock, $.001 par value, of the Company ("Common
Stock"),  which  shares in whole or in part  shall be  authorized  but  unissued
shares of the Common  Stock or issued  shares of Common  Stock  which shall have
been  reacquired by the Company as determined  from time to time by the Board of
Directors of the Company  ("Board of  Directors").  To  determine  the number of
shares of Common Stock  available at any time for the granting of Options  under
the Plan,  there shall be deducted  from the total number of reserved  shares of
Common  Stock,  the number of shares of Common Stock in respect of which Options
have been granted  pursuant to the Plan which remain  outstanding  or which have
been exercised. If and to the extent that any Option to purchase reserved shares
shall not be  exercised  by the  optionee  for any  reason or if such  Option to
purchase shall terminate as provided herein,  such shares which have not been so
purchased  hereunder  shall again become  available for the purposes of the Plan
unless the Plan shall have been terminated,  but such  unpurchased  shares shall
not be deemed to increase the aggregate  number of shares  specified above to be
reserved for purposes of the Plan  (subject to adjustment as provided in Section
12 hereof).


3.   Administration of the Plan.

                  (a) General.  The Plan shall be administered by the full Board
of Directors or by a Compensation Committee ("Committee") appointed by the Board
of Directors,  which  Committee  shall  consist  solely of not less than two (2)
non-employee  Directors.  All references in this Plan to the Committee  shall be
deemed to refer  instead to the full Board of Directors at any time there is not
a committee qualified to act hereunder.  The Board of Directors may from time to
time  appoint  members of the  Committee in  substitution  for or in addition to
members  previously  appointed and may fill vacancies,  however  caused,  in the
Committee.  If the Board of  Directors  does not  designate  a  Chairman  of the
Committee,  the Committee  shall select one of its members as its Chairman.  The
Committee  shall  hold its  meetings  at such  times and places at it shall deem
advisable.  A majority of its members shall  constitute a quorum.  Any action of
the  Committee  shall be taken by a majority vote of its members at a meeting at
which a quorum is  present.  Notwithstanding  the  preceding,  any action of the
Committee may be taken without a meeting by a written  consent  signed by all of
the members, and any action so taken shall be deemed fully as effective as if it
had been taken by a vote of the members  present in person at the  meeting  duly
called and held.  The Committee  may appoint a Secretary,  shall keep minutes of
its meetings,  and shall make such rules and  regulations for the conduct of its
business at it shall deem advisable.

                                       2
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         The Committee  shall have the sole authority and power,  subject to the
express  provisions and limitations of the Plan, to construe the Plan and option
agreements granted hereunder, and to adopt, prescribe,  amend, and rescind rules
and regulations  relating to the Plan, and to make all determinations  necessary
or advisable for administering the Plan, including,  but not limited to, (i) who
shall be granted Options under the Plan, (ii) the term of each Option, (iii) the
number  of  shares  covered  by such  Option,  (iv)  whether  the  Option  shall
constitute an Incentive Option or a Nonqualified  Option, (v) the exercise price
for the purchase of the shares of the Common Stock  covered by the Option,  (vi)
the period during which the Option may be exercised,  (vii) whether the right to
purchase  the number of shares  covered by the Option  shall be fully  vested on
issuance of the Option so that such shares may be  purchased in full at one time
or whether the right to purchase  such shares shall become  vested over a period
of time so that such shares may only be  purchased in  installments,  and (viii)
the  time  or  times  at  which  Options  shall  be  granted.   The  Committee's
determinations  under the Plan,  including the above enumerated  determinations,
need not be uniform  and may be made by it  selectively  among the  persons  who
receive, or are eligible to receive, Options under the Plan, whether or not such
persons are similarly situated.

                                       3
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         The  interpretation by the Committee of any provision of the Plan or of
any option agreement entered into hereunder with respect to any Incentive Option
shall be in accordance with Section 422 of the Code and the  regulations  issued
thereunder,  as such section or regulations may be amended from time to time, in
order that the rights granted  hereunder and under said option  agreements shall
constitute  "Incentive  Stock Options"  within the meaning of such section.  The
interpretation and construction by the Committee of any provision of the Plan or
of any Option granted hereunder shall be final and conclusive,  unless otherwise
determined by the Board of Directors. No member of the Board of Directors or the
Committee  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option  granted under it. Upon issuing an Option
under the Plan, the Committee shall report to the Board of Directors the name of
the person  granted the Option,  whether the Option is an Incentive  Option or a
Nonqualified Option, the number of shares of Common Stock covered by the Option,
and the terms and conditions of such Option.

                  (b)  Changes  in Law  Applicable.  If  the  laws  relating  to
Incentive Options or Nonqualified Options are changed, altered or amended during
the term of the Plan, the Board of Directors shall have full authority and power
to alter or amend the Plan with  respect to  Incentive  Options or  Nonqualified
Options, respectively, to conform to such changes in the law, unless the changes
require shareholder approval.

                                       4
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4.   Type of Awards  Under the Plan.  Awards under the Plan shall be in the form
     of Options.

5.   Persons to Whom Options Shall Be Granted.

                  (a)  Nonqualified  Options.   Nonqualified  Options  shall  be
granted only to officers, directors,  employees and advisors of the Company or a
Subsidiary  who,  in the  judgment  of the  Committee,  are  responsible  for or
contribute to the  management or success of the Company or a Subsidiary and who,
at the time of the granting of the  Nonqualified  Options,  are either officers,
directors, employees or advisors of the Company or a Subsidiary.

                  (b) Incentive Options. Incentive Options shall be granted only
to  employees  of the  Company  or a  Subsidiary  who,  in the  judgment  of the
Committee, are responsible for or contribute to the management or success of the
Company or a Subsidiary  and who, at the time of the  granting of the  Incentive
Option, are an employee of either the Company or a Subsidiary.

6.   Factors to Be Considered in Granting  Options.  In making any determination
     as to persons  to whom  Options  shall be  granted  and as to the number of
     shares to be covered by such Options, the Committee shall take into account
     the duties and  responsibilities  of the  respective  officers,  directors,
     employees,  or advisors,  their current and potential  contributions to the
     success of the  Company  or a  Subsidiary,  and such  other  factors as the
     Committee shall deem relevant in connection with  accomplishing the purpose
     of the Plan.

                                       5
<PAGE>

7.   Time of Granting Options.  Neither anything contained in the Plan or in any
     resolution  adopted  or to be  adopted  by the  Board of  Directors  or the
     Shareholders  of the Company or a  Subsidiary  nor any action  taken by the
     Committee shall  constitute the granting of any Option.  The granting of an
     Option shall be effected only when a written Option Agreement acceptable in
     form and substance to the  Committee,  subject to the terms and  conditions
     hereof including those set forth in Section 8 hereof,  shall have been duly
     executed  and  delivered  by or on behalf of the  Company and the person to
     whom such Option  shall be granted.  No person  shall have any rights under
     the Plan until such time, if any, as a written Option  Agreement shall have
     been duly executed and delivered as set forth in this Section 7.

8.   Terms and Conditions of Options.  All Options granted pursuant to this Plan
     must be granted  within ten (10) years from the date the Plan is adopted by
     the Board of Directors of the Company.  Each Option Agreement  governing an
     Option granted  hereunder  shall be subject to at least the following terms
     and  conditions,  and shall  contain such other terms and  conditions,  not
     inconsistent  therewith,  that the Committee  shall deem  appropriate:

     (a)  Number of  Shares.  Each  Option  shall  state the number of shares of
          Common Stock which it represents.

     (b)  Type of Option.  Each Option shall state  whether it is intended to be
          an Incentive Option or a Nonqualified Option.

     (c)  Option Period.

     (1)  General.  Each  Option  shall state the date upon which it is granted.
          Each  Option  shall be  exercisable  in whole or in part  during  such
          period as is  provided  under the terms of the  Option  subject to any
          vesting  period  set  forth in the  Option,  but in no event  shall an
          Option be exercisable  either in whole or in part after the expiration
          of ten (10) years from the date of grant.

                                       6
<PAGE>


     (2)  Termination  of  Employment.  Except as otherwise  provided in case of
          Disability (as  hereinafter  defined),  death or Change of Control (as
          hereinafter defined), no Option shall be exercisable after an optionee
          who is an  employee  of  the  Company  or a  Subsidiary  ceases  to be
          employed  by the Company or a  Subsidiary  as an  employee;  provided,
          however,  that  the  Committee  shall  have  the  right  in  its  sole
          discretion,  but not the  obligation,  to extend the  exercise  period
          following  the  date of  termination  of such  optionee's  employment;
          provided further,  however,  that no Option shall be exercisable after
          the expiration of ten (10) years from the date it is granted.

     (3)  Cessation  of Service as  Director  or  Advisor.  Except as  otherwise
          provided in case of Disability,  death or Change of Control, no Option
          shall be  exercisable  after an optionee who was a director or advisor
          of the Company or a  Subsidiary  ceases to be a director or advisor of
          the Company or a  Subsidiary;  provided,  however,  that the Committee
          shall have the right in its sole  discretion,  but not the obligation,
          to extend the exercise period  following the date such optionee ceases
          to be a director or advisor of the Company or a  Subsidiary;  provided
          further,  however,  that no  Option  shall be  exercisable  after  the
          expiration of ten (10) years from the date it is granted.

                                       7
<PAGE>

     (4)  Disability. If an optionee's employment is terminated by reason of the
          permanent and total  Disability of such optionee or if an optionee who
          is a  director  or advisor of the  Company or a  Subsidiary  ceases to
          serve as a director  or advisor by reason of the  permanent  and total
          Disability of such optionee, the Committee shall have the right in its
          sole discretion, but not the obligation, to extend the exercise period
          following the date of termination of the optionee's  employment or the
          date such  optionee  ceases to be a director or advisor of the Company
          or a Subsidiary,  as the case may be, subject to the condition that no
          Option shall be  exercisable  after the  expiration  of ten (10) years
          from the date it is  granted.  For  purposes  of this  Plan,  the term
          "Disability"  shall mean the inability of the optionee to fulfill such
          optionee's obligations to the Company or a Subsidiary by reason of any
          physical or mental impairment which can be expected to result in death
          or which has lasted or can be expected to last for a continuous period
          of not less than  twelve  (12)  months as  determined  by a  physician
          acceptable to the Committee in its sole discretion.

     (5)  Death.  If an  optionee  dies while in the employ of the  Company or a
          Subsidiary,  or while  serving as a director or advisor of the Company
          or a Subsidiary,  and shall not have fully  exercised  Options granted
          pursuant to the Plan,  such  Options may be  exercised  in whole or in
          part at any time within twelve (12) months after the optionee's death,
          by the executors or  administrators of the optionee's estate or by any
          person or persons who shall have  acquired the Options  directly  from
          the  optionee by bequest or  inheritance,  but only to the extent that
          the optionee was entitled to exercise  such Option at the date of such
          optionee's  death,  subject to the  condition  that no Option shall be
          exercisable after the expiration of ten (10) years from the date it is
          granted.

                                       8
<PAGE>

     (6)  Acceleration and Exercise Upon Change of Control.  Notwithstanding the
          preceding provisions of this Section 8(c), if any Option granted under
          the Plan provides for either (a) an incremental vesting period whereby
          such Option may only be exercised in installments as such  incremental
          vesting  period is satisfied or (b) a delayed  vesting  period whereby
          such  Option  may only be  exercised  after the  lapse of a  specified
          period of time,  such as after the  expiration  of one (1) year,  such
          vesting period shall be accelerated upon the occurrence of a Change of
          Control (as  hereinafter  defined)  of the  Company,  or a  threatened
          Change of Control of the Company as  determined by the  Committee,  so
          that such Option shall  thereupon  become  exercisable  immediately in
          part or its  entirety  by the holder  thereof,  as such  holder  shall
          elect.  For the purposes of this Plan, a "Change of Control"  shall be
          deemed to have occurred if:

          (i)  Any  "person",  including a "group" as  determined  in accordance
               with  Section  13(d)(3) of the  Securities  Exchange  Act of 1934
               ("Exchange  Act")  and  the  Rules  and  Regulations  promulgated
               thereunder,  is or  becomes,  through  one or a series of related
               transactions   or  through  one  or  more   intermediaries,   the
               beneficial  owner,  directly or indirectly,  of securities of the
               Company  representing 25% or more of the combined voting power of
               the Company's then  outstanding  securities,  other than a person
               who is such a beneficial  owner on the effective date of the Plan
               and any affiliate of such person;

          (ii) As a result  of,  or in  connection  with,  any  tender  offer or
               exchange  offer,  merger or other business  combination,  sale of
               assets or contested election, or any combination of the foregoing
               transactions  ("Transaction"),  the persons who were Directors of
               the Company  before the  Transaction  shall cease to constitute a
               majority  of  the  Board  of  Directors  of  the  Company  or any
               successor to the Company;

                                       9
<PAGE>


          (iii)Following the effective  date of the Plan,  the Company is merged
               or consolidated with another  corporation and as a result of such
               merger or consolidation  less than 40% of the outstanding  voting
               securities of the surviving or resulting  corporation  shall then
               be owned  in the  aggregate  by the  former  stockholders  of the
               Company,   other   than  (x)  any   party  to  such   merger   or
               consolidation, or (y) any affiliates of any such party;

          (iv) A tender offer or exchange offer is made and  consummated for the
               ownership of securities of the Company  representing  25% or more
               of the combined  voting power of the Company's  then  outstanding
               voting securities; or

          (v)  The Company transfers more than 50% of its assets, or the last of
               a series of transfers results in the transfer of more than 50% of
               the assets of the Company,  to another  corporation that is not a
               wholly-owned  corporation  of the  Company.  For purposes of this
               subsection 8(c)(6)(v), the determination of what constitutes more
               than 50% of the assets of the Company shall be  determined  based
               on the sum of the values  attributed  to (i) the  Company's  real
               property as determined by an independent  appraisal thereof,  and
               (ii) the net book value of all other assets of the Company,  each
               taken as of the date of the Transaction involved.

     In addition, upon a Change of Control, any Options previously granted under
the Plan to the extent not already  exercised  may be  exercised  in whole or in
part  either  immediately  or at any time  during the term of the Option as such
holder shall elect.

                                       10
<PAGE>

(d)  Option Prices.

     (1) Nonqualified Options. The purchase price or prices of the shares of the
Common  Stock which shall be offered to any person under the Plan and covered by
a Nonqualified Option shall be the price determined by the Committee at the time
of granting of the Nonqualified Option, which price shall be equal to or greater
than one hundred  percent (100%) of the fair market value of the Common Stock at
the time of granting the Nonqualified Option.

     (2) Incentive  Options.  The purchase  price or prices of the shares of the
Common  Stock which shall be offered to any person under the Plan and covered by
an Incentive Option shall be equal to or greater than one hundred percent (100%)
of the fair  market  value of the  Common  Stock  at the  time of  granting  the
Incentive  Option or such  higher  purchase  price as may be  determined  by the
Committee at the time of granting the Incentive Option.

     (3)  Determination  of Fair  Market  Value.  During such time as the Common
Stock of the Company is not listed upon an established stock exchange,  the fair
market value per share shall be deemed to be the closing bid price of the Common
Stock on The Nasdaq Stock Market ("Nasdaq") on the day the Option is granted, as
reported by Nasdaq, if the Common Stock is so quoted,  and if not so quoted, the
average  of the "bid" and "ask"  prices of the  Common  Stock on the  Electronic
Bulletin  Board on the day the Option is granted,  as  reported by the  National
Association  of Securities  Dealers,  Inc. If the Common Stock is listed upon an
established stock exchange or exchanges,  such fair market value shall be deemed
to be the closing price of the Common Stock on such stock  exchange or exchanges
on the day the  Option  is  granted  or, if no sale of the  Common  Stock of the
Company shall have been made on an  established  stock  exchange on such day, on
the next  preceding day on which there was a sale of such stock.  If there is no
market price for the Common Stock, then the Board of Directors and the Committee
may,  after taking all relevant  facts into  consideration,  determine  the fair
market value of the Common Stock.

                                       11
<PAGE>

     (e)  Exercise  of  Options.  To the extent that a holder of an Option has a
current  right to  exercise,  the Option may be  exercised  from time to time by
written  notice to the Company at its principal  place of business.  Such notice
shall state the election to exercise  the Option,  the number of whole shares in
respect of which it is being exercised, shall be signed by the person or persons
so  exercising  the  Option,  and shall  contain any  investment  representation
required by Section 8(i) hereof.  Such notice shall be accompanied by payment of
the full purchase  price of such shares and by the Option  Agreement  evidencing
the Option. In addition,  if the Option shall be exercised,  pursuant to Section
8(c)(4)  or Section  8(c)(5)  hereof,  by any  person or persons  other than the
optionee,  such notice shall also be  accompanied  by  appropriate  proof of the
right of such  person or persons to  exercise  the  Option.  The  Company  shall
deliver  a  certificate  or  certificates  representing  such  shares as soon as
practicable  after the  aforesaid  notice and  payment of such  shares  shall be
received.  The certificate or certificates for the shares as to which the Option
shall have been so exercised  shall be  registered  in the name of the person or
persons so exercising the Option. In the event the Option shall not be exercised
in full,  the  Secretary of the Company shall endorse or cause to be endorsed on
the Option  Agreement the number of shares which has been  exercised  thereunder
and the number of shares that  remains  exercisable  under the Option and return
such Option Agreement to the holder thereof.

                                       12
<PAGE>


     (f)  Nontransferability  of Options. An Option granted pursuant to the Plan
shall be  exercisable  only by the optionee or the  optionee's  court  appointed
guardian as set forth in Section  8(c)(4) hereof during the optionee's  lifetime
and shall not be assignable or  transferable  by the optionee  otherwise than by
Will,  the laws of descent and  distribution,  or as  permitted by the rules and
regulations  of the  Securities  and  Exchange  Commission.  An  Option  granted
pursuant to the Plan shall not be assigned,  pledged or  hypothecated in any way
(whether  by  operation  of law or  otherwise  other  than by Will,  the laws of
descent and  distribution,  or as permitted by the rules and  regulations of the
Securities  and  Exchange  Commission)  and shall not be subject  to  execution,
attachment,  or similar process.  Any attempted  transfer,  assignment,  pledge,
hypothecation,  or other  disposition  of any  Option or of any  rights  granted
thereunder  contrary to the  foregoing  provisions  of this Section 8(f), or the
levy of any attachment or similar  process upon an Option or such rights,  shall
be null and void.

     (g)  Limitations  on 10%  Shareholders.  If required  by law or  regulation
applicable to the Company,  no Incentive Option may be granted under the Plan to
any individual who, immediately before such Incentive Option was granted,  would
own more than ten percent (10%) of the total  combined  voting power or value of
all  classes  of  stock  of the  Company  ("10%  Shareholder")  unless  (i) such
Incentive  Option is granted at an option  price not less than one  hundred  ten
percent  (110%) of the fair market value of the shares on the day the  Incentive
Option is granted  and (ii) such  Incentive  Option  expires on a date not later
than five (5) years from the date the Incentive Option is granted.

     (h) Compliance with Securities Laws. The Plan and the grant and exercise of
the rights to purchase shares hereunder,  and the Company's  obligations to sell
and deliver  shares upon the  exercise  of rights to purchase  shares,  shall be
subject  to  all  applicable   federal,   foreign  and  state  laws,  rules  and
regulations,  and to such approvals by any regulatory or governmental  agency as
may, in the opinion of counsel for the Company,  be required,  and shall also be
subject to all applicable rules and regulations of any stock exchange upon which
the Common  Stock of the Company may then be listed.  At the time of exercise of
any Option,  the Company may require the  optionee to execute any  documents  or
take any action which may then be necessary to comply with the Securities Act of
1933, as amended  ("Securities Act"), and the rules and regulations  promulgated
thereunder,  or any other  applicable  federal or state laws regulating the sale
and issuance of securities, and the Company may, if it deems necessary,  include
provisions in the stock option agreements to assure such compliance. The Company
may,  from time to time,  change its  requirements  with  respect  to  enforcing
compliance with federal and state securities laws, including the request for and
enforcement of letters of investment intent,  such requirements to be determined
by the Company in its judgment as necessary to assure compliance with said laws.
Such changes may be made with respect to any  particular  Option or stock issued
upon exercise thereof.  Without limiting the generality of the foregoing, if the
Common Stock  issuable upon exercise of an Option  granted under the Plan is not
registered  under the  Securities  Act,  the Company at the time of exercise may
require  that  the   registered   owner   execute  and  deliver  an   investment
representation  agreement to the Company in form  acceptable  to the Company and
its counsel,  and the Company may place a legend on the  certificate  evidencing
such Common  Stock  restricting  the  transfer  thereof,  which  legend shall be
substantially as follows:

                                       13
<PAGE>


     THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN
     REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY APPLICABLE
     STATE  SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE  INVESTMENT OF
     THE HOLDER HEREOF AND MAY NOT BE OFFERED,  SOLD OR TRANSFERRED UNTIL EITHER
     (i) A REGISTRATION  STATEMENT  UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE
     STATE SECURITIES LAWS SHALL HAVE BECOME  EFFECTIVE WITH REGARD THERETO,  OR
     (ii) THE COMPANY  SHALL HAVE  RECEIVED AN OPINION OF COUNSEL  ACCEPTABLE TO
     THE COMPANY AND ITS COUNSEL THAT REGISTRATION  UNDER SUCH SECURITIES ACT OR
     SUCH  APPLICABLE  STATE  SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH
     SUCH PROPOSED OFFER, SALE OR TRANSFER.

     (i) Additional  Provisions.  The Option Agreement authorized under the Plan
shall  contain such other  provisions  as the  Committee  shall deem  advisable,
including, without limitation, restrictions upon the exercise of the Option. Any
such Option  Agreement  with respect to an Incentive  Option shall  contain such
limitations and restrictions  upon the exercise of the Incentive Option as shall
be necessary  in order that the Option will be an  "Incentive  Stock  Option" as
defined in Section 422 of the Code.

         9. Medium and Time of Payment.  The purchase price of the shares of the
Common  Stock as to which the Option  shall be  exercised  shall be paid in full
either (i) in cash at the time of exercise of the Option,  (ii) by  tendering to
the Company shares of the Company's  Common Stock having a fair market value (as
of the date of  receipt of such  shares by the  Company)  equal to the  purchase
price for the number of shares of Common  Stock  purchased,  or (iii)  partly in
cash and partly in shares of the  Company's  Common  Stock valued at fair market
value as of the date of receipt of such shares by the Company.  Cash payment for
the shares of the Common Stock purchased upon exercise of the Option shall be in
the form of either cash, a cashier's check, certified check, money order or bank
remittance or advice of telegraphic transfer.  Personal checks may be submitted,
but will not be  considered  as  payment  for the  shares  of the  Common  Stock
purchased and no  certificate  for such shares will be issued until the personal
check clears in normal  banking  channels.  If a personal check is not paid upon
presentment  by the Company,  then the attempted  exercise of the Option will be
null and void. In the event the optionee  tenders shares of the Company's Common
Stock in full or partial payment for the shares being purchased  pursuant to the
Option,  the shares of Common Stock so tendered  shall be  accompanied  by fully
executed  stock powers  endorsed in favor of the Company  with the  signature on
such stock power being guaranteed.  If an optionee tenders shares, such optionee
assumes sole and full  responsibility for the tax consequences,  if any, to such
optionee arising therefrom,  including the possible  application of Code Section
424(c),  or its successor  Code section,  which  negates any  nonrecognition  of
income rule with respect to such transferred  shares, if such transferred shares
have  not  been  held  for the  minimum  statutory  holding  period  to  receive
preferential tax treatment.

                                       14
<PAGE>

         10.  Rights as a  Shareholder.  The  holder of an Option  shall have no
rights as a shareholder  with respect to the shares  covered by the Option until
the due  exercise  of the Option and the date of  issuance  of one or more stock
certificates  to such holder for such shares.  No  adjustment  shall be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property) or distributions or other rights for which the record date is prior to
the date such stock  certificate  is issued,  except as  provided  in Section 12
hereof.
         11. Optionee's  Agreement to Serve.  Each employee  receiving an Option
shall,  as one of the terms of the Option  Agreement,  agree that such  employee
will remain in the employ of the Company or Subsidiary  for a period of at least
one (1) year  from  the  date on which  the  Option  shall  be  granted  to such
employee,  and that such  employee  will,  during such  employment,  devote such
employee's time, energy, and skill to the service of the Company or a Subsidiary
as may be required by the management thereof, subject to vacations, sick leaves,
and military absences. Such employment, subject to the provisions of any written
contract between the Company or a Subsidiary and such employee,  shall be at the
pleasure of the Board of Directors of the Company or a  Subsidiary,  and at such
compensation  as the Company or a Subsidiary  shall  reasonably  determine.  Any
termination of such employee's  employment  during the period which the employee
has agreed pursuant to the foregoing  provisions of this Section 11 to remain in
employment  that is either for cause or  voluntary  on the part of the  employee
shall be deemed a violation by the employee of such employee's agreement. In the
event of such  violation,  any Option or Options held by such  employee,  to the
extent not theretofore  exercised,  shall forthwith terminate,  unless otherwise
determined by the Committee.  Notwithstanding the preceding,  neither the action
of the Company in establishing  the Plan nor any action taken by the Company,  a
Subsidiary or the Committee  under the  provisions  hereof shall be construed as
granting the optionee the right to be retained in the employ of the Company or a
Subsidiary, or to limit or restrict the right of the Company or a Subsidiary, as
applicable,  to  terminate  the  employment  of any employee of the Company or a
Subsidiary, with or without cause.

                                       15
<PAGE>

         12.      Adjustments on Changes in Capitalization.

                  (a) Changes in Capitalization.  The number of shares of Common
Stock covered by the Plan,  the number of shares of Common Stock covered by each
outstanding  Option and the exercise  price per share thereof  specified in each
such Option  shall be  proportionately  adjusted for any increase or decrease in
the number of issued  shares of Common  Stock of the  Company  resulting  from a
subdivision or  consolidation  of shares or the payment of a stock dividend (but
only on the Common  Stock) or any other  increase  or  decrease in the number of
shares effected  without receipt of  consideration by the Company after the date
the Option is granted,  so that upon exercise of the Option,  the optionee shall
receive  the same  number of shares the  optionee  would have  received  had the
optionee been the holder of all shares  subject to such  optionee's  outstanding
Option  immediately  before the  effective  date of such change in the number of
issued shares of the Common Stock of the Company.

                                       16
<PAGE>

                  (b) Reorganization,  Dissolution or Liquidation. A dissolution
or liquidation of the Company or a merger or  consolidation in which the Company
is not  the  surviving  corporation  shall  cause  each  outstanding  Option  to
terminate as of a date to be fixed by the  Committee  (which date shall be as of
or prior to the effective date of any such  dissolution or liquidation or merger
or consolidation); provided, that not less than thirty (30) days' written notice
of the date so fixed as such  termination  date shall be given to each optionee,
and each optionee shall, in such event,  have the right,  during the said period
of thirty (30) days preceding such termination date, to exercise such optionee's
Option in whole or in part in the manner herein set forth.

                  (c)  Change  in Par  Value.  In the  event of a change  in the
Common Stock of the Company as presently constituted, which change is limited to
a change of all of its authorized  shares with par value into the same number of
shares with a different  par value or without  par value,  the shares  resulting
from any change shall be deemed to be the Common Stock within the meaning of the
Plan.

                  (d) Notice of Adjustments.  To the extent that the adjustments
set forth in the  foregoing  paragraphs  of this  Section  12 relate to stock or
securities  of the  Company,  such  adjustments,  if any,  shall  be made by the
Committee,  whose  determination  in that  respect  shall be final,  binding and
conclusive,  provided that each Incentive  Option granted  pursuant to this Plan
shall not be adjusted in a manner  that causes the  Incentive  Option to fail to
continue to qualify as an "Incentive Stock Option" within the meaning of Section
422 of the Code. The Company shall give timely notice of any adjustments made to
each holder of an Option under this Plan and such adjustments shall be effective
and binding on the optionee.

                                       17
<PAGE>


                  (e)  Effect  Upon  Holder of  Option.  Except as  hereinbefore
expressly  provided in this  Section  12, the holder of an Option  shall have no
rights by reason of any subdivision or  consolidation  of shares of stock of any
class or the payment of any stock  dividend or any other increase or decrease in
the  number  of  shares  of stock of any  class by  reason  of any  dissolution,
liquidation, merger, reorganization,  or consolidation, or spin-off of assets or
stock of another corporation. Any issue by the Company of shares of stock of any
class, or securities  convertible  into shares of stock of any class,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of  shares  of  Common  Stock  subject  to the  Option.  Without
limiting the  generality  of the  foregoing,  no  adjustment  shall be made with
respect to the number or price of shares subject to any Option granted hereunder
upon the occurrence of any of the following events:

          (1)  The grant or exercise of any other  options  which may be granted
               or exercised  under any  qualified or  nonqualified  stock option
               plan or under any other  employee  benefit  plan of the  Company,
               whether or not such options were outstanding on the date of grant
               of the Option or thereafter granted;

                                       18
<PAGE>

          (2)  The sale of any shares of Common Stock in the  Company's  initial
               or any subsequent public offering, including, without limitation,
               shares sold upon the exercise of any overallotment option granted
               to the underwriter in connection with such offering;

          (3)  The issuance, sale or exercise of any warrants to purchase shares
               of Common Stock, whether or not such warrants were outstanding on
               the date of grant of the Option or thereafter issued;

          (4)  The  issuance  or sale  of  rights,  promissory  notes  or  other
               securities  convertible into shares of Common Stock in accordance
               with the  terms of such  securities  ("Convertible  Securities"),
               whether or not such  Convertible  Securities were  outstanding on
               the date of grant of the  Option  or were  thereafter  issued  or
               sold;

          (5)  The issuance or sale of Common Stock upon  conversion or exchange
               of any Convertible  Securities,  whether or not any adjustment in
               the  purchase  price  was made or  required  to be made  upon the
               issuance or sale of such  Convertible  Securities  and whether or
               not such  Convertible  Securities were outstanding on the date of
               grant of the Option or were thereafter issued or sold; or

          (6)  Upon any  amendment  to or change  in the terms of any  rights or
               warrants  to  subscribe  for or  purchase,  or  options  for  the
               purchase of,  Common Stock or  Convertible  Securities  or in the
               terms of any Convertible Securities,  including,  but not limited
               to,  any  extension  of any  expiration  date of any such  right,
               warrant or option,  any change in any exercise or purchase  price
               provided for in any such right,  warrant or option, any extension
               of  any  date  through  which  any  Convertible   Securities  are
               convertible  into or exchangeable  for Common Stock or any change
               in the rate at which any  Convertible  Securities are convertible
               into or exchangeable for Common Stock.

                                       19
<PAGE>

          (f)  Right of  Company  to Make  Adjustments.  The  grant of an Option
               pursuant  to the Plan  shall  not  affect in any way the right or
               power  of the  Company  to make  adjustments,  reclassifications,
               reorganizations,  or changes of its capital or business structure
               or to merge or to consolidate or to dissolve,  liquidate or sell,
               or transfer all or any part of its business or assets.

     13. Investment Purpose.  Each Option under the Plan shall be granted on the
condition  that the  purchase  of the  shares of stock  thereunder  shall be for
investment  purposes,  and not with a view to resale or distribution;  provided,
however,  that in the  event the  shares of stock  subject  to such  Option  are
registered  under the  Securities Act or in the event a resale of such shares of
stock without such registration  would otherwise be permissible,  such condition
shall be inoperative if in the opinion of counsel for the Company such condition
is  not  required  under  the  Securities  Act  or  any  other  applicable  law,
regulation, or rule of any governmental agency.

     14. No  Obligation  to Exercise  Option.  The  granting of an Option  shall
impose no obligation upon the optionee to exercise such Option.

     15.  Modification,  Extension and Renewal of Options.  Subject to the terms
and  conditions  and within the  limitations  of the Plan, the Committee and the
Board of Directors may modify, extend or renew outstanding Options granted under
the Plan,  or accept the  surrender  of  outstanding  Options (to the extent not
theretofore exercised). With the approval of the Board of Directors, the Company
may modify any outstanding  Options so as to specify a lower price or accept the
surrender of  outstanding  Options and  authorize the granting of new Options in
substitution  therefor specifying a lower price.  Notwithstanding the foregoing,
however,  no  modification  of an  Option  shall,  without  the  consent  of the
optionee, alter or impair any rights or obligations under any Option theretofore
granted under the Plan.

                                       20
<PAGE>

     16. Effective Date of the Plan. The Plan shall become effective on the date
of execution hereof,  which date is the date the Board of Directors approved and
adopted the Plan ("Effective Date").

     17. Termination of the Plan. This Plan shall terminate as of the expiration
of ten (10) years from the  Effective  Date.  Options may be granted  under this
Plan at any time and from  time to time  prior to its  termination.  Any  Option
outstanding under the Plan at the time of its termination shall remain in effect
until the Option shall have been exercised or shall have expired.

     18.  Amendment of the Plan.  The Plan may be  terminated at any time by the
Board of Directors of the  Company.  The Board of Directors  may at any time and
from time to time  without  obtaining  the approval of the  Shareholders  of the
Company or a Subsidiary, modify or amend the Plan (including such form of Option
Agreement as hereinabove  mentioned) in such respects as it shall deem advisable
in order that the Incentive  Options  granted under the Plan shall be "Incentive
Stock Options" as defined in Section 422 of the Code or to conform to any change
in the law, or in any other  respect  which  shall not  change:  (a) the maximum
number of shares  for which  Options  may be granted  under the Plan,  except as
provided in Section 12 hereof;  or (b) the periods  during which  Options may be
granted or exercised;  or (c) the provisions  relating to the  determination  of
persons to whom Options  shall be granted and the number of shares to be covered
by such Options;  or (d) the provisions  relating to adjustments to be made upon
changes in  capitalization.  The termination or any modification or amendment of
the Plan shall not,  without the consent of the person to whom any Option  shall
theretofore  have been  granted,  affect that  person's  rights  under an Option
theretofore  granted to such person. With the consent of the person to whom such
Option was  granted,  an  outstanding  Option may be  modified or amended by the
Committee  in such manner as it may deem  appropriate  and  consistent  with the
requirements and purpose of this Plan applicable to the grant of a new Option on
the date of modification or amendment.

                                       21
<PAGE>


     19. Withholding.  Whenever an optionee shall recognize  compensation income
as a result of the exercise of any Option  granted under the Plan,  the optionee
shall remit in cash to the Company or Subsidiary  the minimum  amount of federal
income and employment tax  withholding,  if any, which the Company or Subsidiary
is required to remit to the United States Internal Revenue Service in accordance
with  the  then  current  provisions  of the  Code.  The  full  amount  of  such
withholding  shall be paid by the  optionee  simultaneously  with  the  award or
exercise of an Option, as applicable.

     20.  Indemnification  of  Committee.  In addition  to such other  rights of
indemnification  as they may have as Directors  or as members of the  Committee,
the members of the Committee  shall be  indemnified  by the Company  against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in  connection  with the  defense  of any  action,  suit or  proceedings,  or in
connection with any appeal therein,  to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection  with the
Plan or any 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 in  relation to matters as to
which it  shall  be  adjudged  in such  action,  suit or  proceeding  that  such
Committee  member is liable for gross  negligence  or wilful  misconduct  in the
performance  of  his  duties;   provided  that  within  sixty  (60)  days  after
institution of any such action,  suit or proceeding a Committee  member shall in
writing  offer the Company the  opportunity,  at its own expense,  to pursue and
defend the same.

                                       22
<PAGE>

     21.  Application  of Funds.  The proceeds  received by the Company from the
sale of Common  Stock  pursuant to Options  granted  hereunder  will be used for
general corporate purposes.

     22.  Governing  Law.  This  Plan  shall be  governed  by and  construed  in
accordance with the laws of the jurisdiction of incorporation of the Company.

     EXECUTED effective this ____ day of ___________, 2001.



                                                INTERMOST CORPORATION



                                                By:
                                                   -----------------------------
                                                    Jun Liang,
                                                    President and CFO


                                                ATTEST: