AMERICAN MILLENNIUM CORPORATION, INC.

                      2003 EMPLOYEE STOCK OPTION AGREEMENT
                          (Non-Qualified Stock Option)

                   STOCK OPTION AGREEMENT NUMBER: 02-24-03 JH

                                February 24, 2003

                  THIS 2003 EMPLOYEE STOCK OPTION AGREEMENT (the "Agreement") is
made effective as of the 23 day of February 2003 ("Effective Date") by and
between AMERICAN MILLENNIUM CORPORATION, INC. (the "Corporation"), a New Mexico
corporation, and James Hamilton (the "Participant"). This Agreement is only
valid if Participant is or was employed by the Corporation on the Effective
Date.

                                    RECITALS

                  A. The Corporation desires to compensate Participant by
providing Participant with a proprietary interest in the Corporation.

                  B. The Board of Directors of the Corporation has determined
that Participant is therefore eligible to receive a right to purchase shares of
the Corporation's common voting stock, $.001 par value (the "Common Stock") in
accordance with the terms and conditions set forth in this Agreement. The shares
will be issued as Rule 144 restricted shares.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the foregoing, of the
mutual promises hereinafter set forth and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, do hereby agree as follows:

I.        Grant of Option. Subject to the terms and conditions hereinafter
          set forth, the Corporation hereby grants to Participant the option to
          purchase, during the period specified in Section III hereof, ONE
          MILLION FIVE HUNDRED THOUSAND SHARES (1,500,000) shares of Common
          Stock (such shares of Common Stock being hereinafter referred to as
          the "Shares") at a price of US$0.10 (TEN CENTS) per Share (the
          "Exercise Price") in accordance with the terms of this Agreement (such
          option being hereinafter referred to as the "Option"). The Board of
          Directors of the Corporation, exercising good faith, has determined
          the Exercise Price may or may not be equal to the fair market value of
          the Common Stock as of the date hereof. The parties hereby agree that
          the Corporation shall not be responsible for the payment of any tax
          imposed on the Participant, nor will the Corporation reimburse the
          Participant for the payment of any tax so imposed on the Participant.
          The Corporation makes no warranty or representation to the Participant
          regarding the federal or state income tax consequences of the grant or
          exercise of the Option.

II.      Vesting; Transferability. The Corporation and Participant agree that
         the Option is being granted for Participant's ongoing leadership and
         service and therefore the Option is to become vested in the Participant
         upon the occurrence of the following events commencing from the
         Effective Date:

          A.   Upon the Corporation's trailing gross revenues (including
               revenues from its consolidated subsidiaries) for twelve months
               achieving US$2,500,000 or more (including in such computation the
               prior twelve months gross revenues of any enterprise acquired by
               or merged into the Corporation looking back from the date of the
               closing of any such acquired or merged enterprise); then,
               simultaneous with such occurrence, FIVE HUNDRED THOUSAND
               (500,000) SHARES shall become fully vested and shall not be
               subject to forfeiture unless the Participant willfully engages in
               misconduct in connection with the Participant's departure that is
               materially injurious to the Corporation.

          B.   Upon the Corporation's trailing gross revenues (including
               revenues from its consolidated subsidiaries) for twelve months
               achieving US$5,000,000 or more (including in such computation the
               prior twelve months gross revenues of any or all enterprises
               acquired by or merged into the Corporation looking back from the
               date of the closing of any or all of such acquired or merged
               enterprises); then, simultaneous with such occurrence, FIVE
               HUNDRED THOUSAND (500,000) SHARES shall become fully vested and
               shall not be subject to forfeiture unless the Participant
               willfully engages in misconduct in connection with the
               Participant's departure that is materially injurious to the
               Corporation.

          C.   Upon the Corporation's trailing gross revenues (including
               revenues from its consolidated subsidiaries) for twelve months
               achieving US$7,500,000 or more (including in such computation the
               prior twelve months gross revenues of any or all enterprises
               acquired by or merged into the Corporation looking back from the
               date of the closing of any or all of such acquired or merged
               enterprises); then, simultaneous with such occurrence, FIVE
               HUNDRED THOUSAND (500,000) SHARES shall become fully vested and
               shall not be subject to forfeiture unless the Participant
               willfully engages in misconduct in connection with the
               Participant's departure that is materially injurious to the
               Corporation.

               The Option shall be fully and completely transferable by the
               Participant, subject to the provisions of Section VII.E hereof.

III. Exercise of Option.

          A.   Term. Subject to the provisions of Section II immediately above,
               the Option shall be effective and shall be exercisable at any
               time during the period commencing on the Effective Date, and
               ending on the earliest of (i) the date all of the Shares are
               purchased pursuant to the terms of this Agreement, or (ii) three
               years from the Effective Date.

          B.   Effect of Expiration. Upon the expiration of the Option, the
               Option shall have no further force or effect and Participant
               shall have no further rights in or under the Option or to the
               Shares, which shall not have been purchased by such time pursuant
               to the Option.

          C.   Manner of Exercise. All or a portion of the Option shall be
               deemed exercised upon delivery to the Secretary of the
               Corporation at the Corporation's principal office in Golden,
               Colorado of all of the following:

               1.   A written notice of exercise signed by the Participant or
                    other person entitled to exercise the Option specifying the
                    number of Shares to be purchased and specifying the amount
                    payable (the "Purchase Price") which shall be equal to the
                    amount obtained by multiplying the Exercise Price by the
                    number of Shares being purchased pursuant to such exercise:

               2.   Full payment of the Purchase Price for such Shares by any of
                    the following or combination thereof:

                    a.   Certified or cashier's check payable in United States
                         dollars to the Corporation;

                    b.   Wire transfer of United States dollars to one or more
                         of the Corporation's bank accounts in accordance with
                         written instructions provided by the Secretary of the
                         Corporation;

                    c.   The delivery of whole Shares of the Common Stock owned
                         by the Participant or the person entitled to exercise
                         the Option provided that no Shares of the Common Stock
                         which have been held for less than six (6) months may
                         be delivered in payment of the Purchase Price;

                    d.   By requesting that the Corporation withhold whole
                         Shares of the Common Stock then issuable upon exercise
                         of the Option (for purposes of such a transaction the
                         value of such Shares of the Common Stock shall be
                         deemed to equal the fair market value of the Common
                         Stock on the date of the exercise of the Option);

                    e.   By arrangement with a broker which is acceptable to the
                         Secretary of the Corporation under which the broker
                         makes a loan for all or any portion of the Purchase
                         Price in full compliance with Regulation T of the Board
                         of Governors of the Federal Reserve System; or

                    f.   By arrangement with a broker which is acceptable to the
                         Secretary of the Corporation where payment of all or
                         any portion of the Purchase Price is made pursuant to
                         an irrevocable direction to the broker to deliver all
                         or part of the proceeds from the sale of the Shares to
                         the Corporation.

               3.   Full payment of all of Participant's portion of any
                    withholding tax liability imposed by the Internal Revenue
                    Service and/or any applicable state taxing authority by any
                    of the following or combination thereof:

                    a.   Certified or cashier's check payable in United States
                         dollars to the Corporation; or

                    b.   Wire transfer of United States dollars to one or more
                         of the Corporation's bank accounts in accordance with
                         written instructions provided by the Secretary of the
                         Corporation.

               4.   In the event the Option is exercised by any person or
                    persons other than the Participant, appropriate proof of the
                    right of such person or persons to exercise the Option.

          D.   Issuance of Shares. No Shares shall be issued and delivered upon
               exercise of any Option unless and until:

               1.   In the opinion of the Corporation's legal counsel, any
                    applicable requirements under the Securities Act of 1933 and
                    any applicable state securities laws have been fully
                    complied with;

               2.   The lapse of a reasonable time period following the exercise
                    of the Option as the Corporation may deem necessary for
                    administrative convenience; and

               3.   The receipt by the Corporation of the full amount of the
                    Purchase Price in accordance with Section 3.3 above.

          E.   Delivery of Certificates. After the terms of Section 3.4 have
               been met, the Corporation shall issue and deliver to Participant,
               or the person or persons properly exercising the Option, a
               certificate or certificates evidencing such number of Shares as
               Participant has then so elected to purchase.

IV. Rights Prior to Exercise.

          A.   Option is Not An Equity Interest. Participant shall have no
               equity interest in the Corporation or any voting, dividend,
               liquidation or dissolution rights with respect to any capital
               stock of the Corporation solely by reason of having the Option or
               having executed this Agreement. Furthermore, prior to the
               exercise of all or a portion of the Option, as set forth in
               Section 3 hereof, and the issuance and delivery of a certificate
               or certificates evidencing the Shares purchased pursuant to the
               exercise of all or a portion of such Option, Participant shall
               have no interest in, or any voting, dividend, liquidation or
               dissolution rights with respect to, the Shares, except to the
               extent that Participant has exercised all or a portion of such
               Option and has been issued and received delivery of a certificate
               or certificates evidencing the Shares purchased pursuant to such
               exercise.

          B.   No Right of Continued Employment. The grant of the Option does
               not give the Participant any right to continued employment by the
               Corporation or a subsidiary for any period, nor shall the
               issuance of Shares on exercise of the Option give the Corporation
               or any subsidiary any right to the continued services of the
               Participant for any period except as specified in a written
               employment agreement between the Participant and the Corporation.

V.   Adjustments and Corporate Reorganizations. If the Common Stock is increased
     or decreased, or is changed into or exchanged for a different number or
     kind of shares or securities or other forms of property (including cash) or
     rights, as a result of one or more reorganizations, recapitalizations,
     spin-offs, stock splits, reverse stock splits, stock dividends or the like,
     appropriate adjustments shall be made in the number and/or kind of shares
     or securities or other forms of property (including cash) or rights for
     which this Option may thereafter be exercised, all without any change in
     the aggregated Exercise Price applicable to the unexercised portions of
     this Option, but with a corresponding adjustment in the Exercise Price per
     share or other unit. No fractional share of stock shall be issued under
     this Option or in connection with any such adjustment. Such adjustments
     shall be made by or under authority of the Corporation's Board of Directors
     whose determinations as to what adjustments shall be made, and the extent
     thereof, shall be final, binding and conclusive.

VI.  Liquidation, Sale of Company, Etc. Upon the dissolution or liquidation of
     the Corporation or upon a reorganization, merger or consolidation of the
     Corporation as a result of which the outstanding Common Stock is changed
     into or exchanged for property (including cash), rights or securities not
     of the Corporation's issue, or any combination thereof, or upon a sale of
     substantially all the property of the Corporation to, or the acquisition of
     stock representing more than eighty percent (80%) of the voting power of
     the stock of the Corporation then outstanding by, another corporation or
     person, this Option shall not terminate, unless provision be made in
     writing in connection with such transaction for the assumption of this
     Option, or the substitution for this Option of an option covering the stock
     of a successor corporation, or a parent thereof, with appropriate
     adjustments in accordance with the provisions of the proceeding Section 5
     as to the number and kind of shares optioned and their Exercise Prices, in
     which event this Option shall continue in the manner and under the terms so
     provided.

VII. Participant's Representations. Participant hereby represents and warrants
     to the Corporation as follows:

          A.   Investment Purpose. Participant is acquiring the Option and will
               purchase the Shares solely for Participant's own account for
               investment and not with a view to or for sale in connection with
               any distribution of the Shares or any portion thereof and not
               with the present intention of selling, offering to sell or
               otherwise disposing of or distributing the Shares or any portion
               thereof in any transaction other than a transaction exempt from
               registration under the Act.

          B.   Information Concerning Corporation. Participant agrees to discuss
               the Corporation and its plans, operations and financial condition
               with the Corporation's officers prior to purchasing the Shares in
               order to obtain such information as the Participant deems
               necessary and appropriate to enable the Participant to evaluate
               the financial risks inherent in making an investment in the
               Shares.

          C.   Speculative Investment. Participant realizes that the purchase of
               the Shares will be a speculative investment and involves a degree
               of risk, and Participant is able, without impairing Participant's
               financial condition, to hold the Shares for an indefinite period
               of time and to suffer complete loss on the Participant's
               investment.

          D.   Restricted Nature of Shares. Participant understands and
               acknowledges that until the Shares are registered in accordance
               with the provisions of Section VIII below, the sale of the Shares
               has not been registered under the Act and the Shares must be held
               under Rule 144.

          E.   Transfer of Option. Participant agrees not to transfer or assign
               the Option unless, in the opinion of the Corporation's legal
               counsel, any applicable requirements under the Securities Act of
               1933 and any applicable state securities laws have been fully
               complied with.

VIII. Registration of Shares. The Corporation hereby agrees, notwithstanding any
     provision herein to the contrary, at its sole cost and expense to file an
     appropriate registration statement with the United States Securities and
     Exchange Commission.

IX. General Provisions.

          A.   Entire Agreement; Amendment. This Agreement sets forth all of the
               promises, agreements, conditions, understandings, warranties and
               representations between the parties hereto with respect to the
               Option and the Shares, and there are no promises, agreements,
               conditions, understandings, warranties or representations, oral
               or written, express or implied, between them with respect to the
               Option or the Shares other than as set forth herein. Any and all
               prior agreements between the parties hereto with respect to any
               stock purchase rights or stock option rights regarding the Shares
               or the Option are hereby revoked. This Agreement is, and is
               intended by the parties to be, an integration of any and all
               prior agreements or understandings, oral or written, with respect
               to the Option and the Shares.

          B.   Counterpart Executions. This Agreement may be executed in one or
               more counterparts, each of which shall be deemed an original, but
               all of which together shall constitute one and the same
               instrument.

          C.   Notice. Any and all notices provided for herein shall be
               sufficient if in writing, and sent by hand delivery or by
               certified or registered mail (return receipt requested and first
               class postage prepaid), in the case of the Corporation, to its
               principal office, and, in the case of Participant, to
               Participant's address as shown on the Corporation's records.

          D.   Law Governing. This Agreement has been executed and delivered in
               the State of New Mexico and shall be construed and enforced in
               accordance with the laws of such state.

          E.   Benefit. This Agreement shall be binding upon, and shall inure to
               the benefit of, the Corporation and Participant, and their
               respective heirs, personal and legal representatives, successors
               and assigns.

          F.   Time of Essence. Time is of the essence in this Agreement.

          G.   Gender and Number. Whenever used in this Agreement, the singular
               shall include the plural and the plural shall include the
               singular, the male shall include the female gender and a trust,
               partnership, firm, company or corporation, all as the context and
               meaning of this Agreement may require.

          H.   Further Assurances. Each party hereby agrees that she or it will,
               whenever and as often as it shall be reasonably required by any
               other party, execute, acknowledge and deliver, or cause to be
               executed, acknowledged and delivered, such further instruments
               and documents as may be reasonably necessary in order to complete
               the transactions and agreements herein provided and to do any and
               all other acts and to acknowledge, execute and deliver any and
               all documents which may be reasonably requested in order to
               reasonably carry out the intent and purposes of this Agreement.

          I.   Severability. If any provision or term of this Agreement shall be
               held or determined to be unenforceable, the balance of this
               agreement shall nevertheless continue in full force and effect,
               unaffected by such holding or determination. In addition, in any
               such event, the parties agree that it is their intention and
               agreement that any such provision or term which is held or
               determined to be unenforceable as written, shall nonetheless be
               enforced and binding to the fullest extent permitted by law as
               though such provision or term had been written un such a manner
               to such an extent as to be enforceable under the circumstances.

          J.   Legal Proceedings. If any party hereto finds it necessary to
               employ legal counsel or to bring a lawsuit or other proceeding
               against any other party to enforce any of the terms, covenants or
               conditions hereof, the party prevailing in such action or other
               proceeding shall be paid all reasonable attorney's fees by the
               other party, as deemed by the court and not the jury, and in any
               event any judgment is secured by such prevailing party, all such
               attorney's fees shall be included in any such judgment in such
               action or proceeding.

     IN WITNESS WHEREOF, the Corporation and Participant have executed this
Agreement as of the day and year first above written.



AMERICAN MILLENNIUM CORPORATION, INC., a New Mexico corporation



 By:/s/ Stephen F. Watwood                         February 24, 2003
    -------------------------------                ---------------------------
    Its Duly Authorized Officer                    Date





By:/s/ James Hamilton                              February 24, 2003
   --------------------------------                ---------------------------
   James Hamilton                                  Date