CELERITY SYSTEMS, INC.
                             2005 STOCK OPTION PLAN

1. Purpose of the Plan

The purpose of this Stock Option Plan (this  "Plan") is to advance the interests
of Celerity  Systems,  Inc.  (the  "Company")  by  providing to directors of the
Company and to key employees of the Company who have substantial  responsibility
for the direction and management of the Company  additional  incentives to exert
their best  efforts on behalf of the  Company,  to  increase  their  proprietary
interest in the success of the Company, to reward outstanding performance and to
provide a means to attract  and retain  persons  of  outstanding  ability to the
service of the Company. Options granted under this Plan may qualify as incentive
stock options  ("ISOs"),  as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").

2. Administration

This Plan shall be administered by a committee (the "Committee") comprised of at
least two members of the  Company's  Board of Directors  who each shall be (a) a
"non-employee  director,"  as  defined  in  Rule  16b-3  promulgated  under  the
Securities Exchange Act of 1934, as amended,  unless  administration of the Plan
by "non-employee directors" is not then required for exemptions under Rule 16b-3
to apply to  transactions  under the Plan,  (b) not an  "interested  person," as
defined in Section  2(a)(19) of the  Investment  Company Act of 1940, as amended
(the "Act"),  and (c) an "outside  director" as defined under Section  162(m) of
the Code,  unless the action  taken  pursuant to the Plan is not  required to be
taken by "outside  directors"  to qualify for tax  deductibility  under  Section
162(m) of the Code. The Committee  shall  interpret this Plan and, to the extent
and in the manner contemplated herein, shall exercise the discretion reserved to
it  hereunder.  The  Committee  may  prescribe,  amend  and  rescind  rules  and
regulations relating to this Plan and to make all other determinations necessary
for its  administration.  The decision of the Committee on any interpretation of
this Plan or administration  hereof, if in compliance with the provisions of the
Act and  regulations  promulgated  thereunder,  shall be final and binding  with
respect to the Company,  any optionee or any person  claiming to have rights as,
or on behalf of, any optionee.

3. Shares Subject to the Plan

The  shares  subject to option  and the other  provisions  of this Plan shall be
shares of the Company's  common stock, par value $.001 per share (the "shares").
Subject to the  provisions  hereof  concerning  adjustment,  the total number of
shares that may be purchased  upon the  exercise or  surrender of stock  options
granted under this Plan shall not exceed 720,000,000 shares,  which includes all
shares  with  respect to which  options  have been  granted or  surrendered  for
payment in cash or other  consideration  pursuant to this Plan. In the event any
option  shall cease to be  exercisable  in whole or in part for any reason,  the
shares which were  covered by such  option,  but as to which the option had been
exercised,  shall  again  be  available  under  this  Plan.  Shares  may be made
available from authorized, unissued or reacquired stock or partly from each.

4. Participants

(a) Key Employees. The Committee shall determine and designate from time to time
those key employees of the Company who shall be eligible to  participate in this
Plan. The Committee shall also determine the number of shares to be offered from
time to time to each  optionee.  In making these  determinations,  the Committee
shall take into  account the past  service of each such  officer to the Company,
the present and  potential  contributions  of such officer to the success of the
Company  and  such  other  factors  as the  Committee  shall  deem  relevant  in
connection  with  accomplishing  the  purposes of this Plan;  provided  that the
Committee shall determine that each grant of options to an optionee,  the number
of shares offered thereby and the terms of such option are in the best interests
of the Company and its  shareholders.  The date on which the Committee  approves
the  grant of any  option  to an  officer  of the  Company  shall be the date of
issuance  of such  option.  The  agreement  documenting  the award of any option
granted  pursuant to this paragraph 4(a) shall contain such terms and conditions
as the  Committee  shall  deem  advisable,  including  but not  limited to being
exercisable only in such installments as the Committee may determine.

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(b)  Non-Employee   Directors.   Non-employee  directors  will  be  eligible  to
participate in the Plan upon issuance of an order by the Securities and Exchange
Commission  pursuant to Section  61(a)(3)(B)(i)(II)  of the Act and then only in
accordance with the terms and conditions of such order.

(c) Option  Agreements.  Agreements  evidencing  options  granted  to  different
optionees or at different  times need not contain  similar  provisions.  Options
that are  intended  to be ISOs will be  designated  as such;  any  option not so
designated will be treated as a nonqualified stock option.

5. Option Price

Each option  agreement  shall state the price at which the subject option may be
exercised,  which  shall not be less than the current  fair market  value of the
shares at the date of issuance of an option;  provided,  that the exercise price
of any option  that is  intended to be an ISO and that is granted to a holder of
10% or more of the Company's  shares shall not be less than 110% of such current
fair market value.

6. Option Period

Each option agreement shall state the period or periods of time within which the
subject option may be exercised,  in whole or in part, by the optionee as may be
determined by the Committee;  provided,  that the option period shall not exceed
10 years from the date of  issuance  of the option and, in the case of an option
that is  intended to be an ISO and that is granted to a holder of 10% or more of
the Company's shares, shall not exceed five years.

7. Payment for Shares

Full payment for shares  purchased  shall be made at the time of exercising  the
option in whole or in part.  Payment of the purchase price shall be made in cash
(including check, bank draft or money order).

8. Transferability of Options

Options shall not be transferable other than by will, intestacy, or as otherwise
permitted  by the Act,  provided  that a transfer  will not be  permitted to the
extent that it would result in adverse tax  consequences  for the optionee under
Section 83 or Section 422 of the Code.

9. Termination of Options

All rights to exercise  options shall  terminate  one-hundred  eighty days (180)
after any  optionee  ceases to be a director  or a key  employee  of the Company
except as otherwise  provided by the  Committee in an option  agreement,  and no
options will vest after an  optionee's  termination  date.  Notwithstanding  the
foregoing, however, where an optionee's service as a director or key employee of
the  Company  terminates  as a result of the  optionee's  death or his total and
permanent  disability,  the  optionee  or the  executors  or  administrators  or
legatees  or  distributees  of the  estate,  as the case may be,  shall have the
right,  from time to time  within  one (1) year after the  optionee's  total and
permanent  disability  or death and prior to the  expiration  of the term of the
option, to exercise any portion of the option not previously exercised, in whole
or in part, as provided in the respective option agreement.

10. Effect of Change in Stock Subject to the Plan

Subject  to any  required  action by the  shareholders  of the  Company  and the
provisions of applicable  corporate law, the number of shares represented by the
unexercised portion of an option, the number of shares which has been authorized
or reserved  for  issuance  hereunder,  and the number of shares  covered by any
applicable vesting schedule hereunder,  as well as the exercise price of a share
represented  by the  unexercised  portion of an  option,  shall be  adjusted  as
determined   by  the   Committee   to  reflect  any  merger,   share   exchange,
reorganization, consolidation, recapitalization, reclassification, distribution,
stock dividend, stock split, reverse stock split, split-up,  spin-off,  issuance
of rights or warrants or other similar transaction or event affecting the shares
after adoption of the Plan.


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<PAGE>

11. General Restriction

Each option shall be subject to the  requirement  that, if at any time the Board
of Directors shall determine, in its discretion, that the listing,  registration
or  qualification  of the shares  subject  to such  option  upon any  securities
exchange  or under any state or federal  law,  or the consent or approval of any
government  regulatory  body, is necessary or desirable as a condition of, or in
connection  with,  the  granting  of such option or the issue or purchase of the
shares  thereunder,  such option may not be exercised in whole or in part unless
such listing, registration,  qualification,  consent or approval shall have been
effected or obtained  free of any  conditions  not  acceptable  to the  Company.
Subject to the  limitations  of paragraph  6, no option shall expire  during any
period  when  exercise  of such  option  has  been  prohibited  by the  Board of
Directors  or  the  rules  and   regulations  of  the  Securities  and  Exchange
Commission,  including  Regulation  BTR,  but shall be extended for such further
period so as to afford the  optionee a  reasonable  opportunity  to exercise his
option.

12. Miscellaneous Provisions

(a) No  optionee  shall  have  rights as a  shareholder  with  respect to shares
covered by his option until the date of exercise of his option.

(b) The granting of any option shall not impose upon the Company any  obligation
to appoint or to continue to appoint as a director or key employee any optionee,
and the right of the Company to terminate the  employment of any key employee or
other employee, or service of any director,  shall not be diminished or affected
by reason of the fact that an option has been granted to such optionee.

(c) Options  shall be  evidenced  by stock  option  agreements  in such form and
subject to the terms and conditions of this Plan as the Committee  shall approve
from time to time,  consistent  with the  provisions  of this  Plan.  Such stock
option  agreements  may contain such other  provisions,  as the Committee in its
discretion may deem advisable.  In the case of any discrepancy between the terms
of the Plan and the terms of any option  agreement,  the Plan  provisions  shall
control.

(d) For purposes of the Plan,  the fair market  value  means,  with respect to a
share,  if the  shares  are then  listed  and  traded on a  national  securities
exchange or quoted on a national securities association, the closing sales price
of a share on such exchange or  association  on the date of grant of an options.
If the shares are not traded on a national  securities  exchange or association,
then the fair market value, with respect to a share,  shall mean the current net
asset value of a share.

(e) The aggregate fair market value (determined as of the date of issuance of an
option) of the shares  with  respect  to which an  option,  or portion  thereof,
intended to be an ISO is exercisable  for the first time by any optionee  during
any calendar year (under all incentive  stock option plans of the Company) shall
not exceed $100,000.

(f) All options  issued  pursuant to this Plan shall be granted  within 10 years
from the earlier of the date of adoption of this Plan (or any amendment  thereto
requiring  shareholder  approval pursuant to the Code) or the date this Plan (or
any amendment  thereto requiring  shareholder  approval pursuant to the Code) is
approved by the shareholders of the Company.

(g) The grant of any  option  under this Plan in  violation  of the Act shall be
null and void.

(h)  A  leave  of  absence  granted  to  an  employee  does  not  constitute  an
interruption  in continuous  employment for purposes of this Plan as long as the
leave of absence does not extend beyond one year.

(i) Any notices given in writing shall be deemed given if delivered in person or
by certified  mail;  if given to the Company  addressed to the  Company's  Chief
Financial Officer, 122 Perimeter Park Drive,  Knoxville, TN 37922; and, if to an
optionee,  in care of the  optionee at his or her last  address on file with the
Company.

(j) This Plan and all  actions  taken by those  acting  under this Plan shall be
governed by the substantive  laws of the State of Delaware without regard to any
rules regarding conflict-of-law or choice-of-law.


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<PAGE>

(k) All costs and expenses incurred in the operation and  administration of this
Plan shall be borne by the Company.

13. Change of Control

In  the  event  of  a  Change  of  Control   (as   hereinafter   defined),   all
then-outstanding  options  will become fully  vested and  exercisable  as of the
Change of Control.

"Change in Control" means the occurrence of any of the following events:

(i) An  acquisition  in one or more  transactions  (other than directly from the
Company)  of any voting  securities  of the  Company  by any Person (as  defined
below) immediately after which such Person has Beneficial  Ownership (as defined
below) of fifty  percent or more of the combined  voting power of the  Company's
then outstanding voting securities;  provided, however, in determining whether a
Change in Control  has  occurred,  voting  securities  which are  acquired  in a
"Non-Control  Acquisition"  (as  hereinafter  defined)  shall not  constitute an
acquisition which would cause a Change in Control.  A "Non-Control  Acquisition"
shall mean an acquisition by (A) an employee  benefit plan (or a trust forming a
part  thereof)  maintained by (I) the Company or (II) any  corporation  or other
Person of which a majority of its voting power or its voting  equity  securities
or equity  interest  is owned,  directly  or  indirectly,  by the  Company  (for
purposes  of  this  definition,   a  "Subsidiary"),   (B)  the  Company  or  its
Subsidiaries,  or (C) any Person in connection with a "Non-Control  Transaction"
(as hereinafter defined);

(ii) The  individuals  who,  as of the date hereof are members of the Board (the
"Incumbent  Board"),  cease for any reason to  constitute at least a majority of
the members of the Board or, following a Merger (as defined below), the board of
directors of the  ultimate  Parent  Corporation  (as defined  below);  provided,
however,  that if the  election,  or  nomination  for election by the  Company's
common  stockholders,  of any new  director was approved by a vote of at least a
majority of the  Incumbent  Board (or, with respect to the directors who are not
"interested  persons" as defined in Act, by a majority of the  directors who are
not  "interested  persons"  serving on the Incumbent  Board),  such new director
shall,  for purposes of this Plan,  be  considered  as a member of the Incumbent
Board;  provided  further,  however,  that no  individual  shall be considered a
member of the Incumbent Board if such individual  initially  assumed office as a
result of an actual or threatened  solicitation  of proxies or consents by or on
behalf of a Person other than the Board (a "Proxy Contest")  including by reason
of any agreement intended to avoid or settle any Proxy Contest; or

(iii) The consummation of:

      (A) A merger,  consolidation  or  reorganization  involving the Company (a
"Merger")  or an  indirect  or direct  subsidiary  of the  Company,  or to which
securities of the Company are issued, unless:

            (I) the  stockholders of the Company,  immediately  before a Merger,
own, directly or indirectly  immediately  following the Merger,  more than fifty
percent of the combined voting power of the outstanding voting securities of (1)
the corporation resulting from the Merger (the "Surviving Corporation") if fifty
percent or more of the  combined  voting  power of the then  outstanding  voting
securities of the Surviving  Corporation is not Beneficially Owned,  directly or
indirectly,  by another Person or group of Persons (a "Parent Corporation"),  or
(2)  if  there  is  one  or  more  Parent  Corporations,   the  ultimate  Parent
Corporation,

            (II)  the  individuals  who  were  members  of the  Incumbent  Board
immediately  prior to the  execution  of the  agreement  providing  for a Merger
constitute  at least a majority of the members of the board of  directors of (1)
the  Surviving  Corporation  or (2)  the  ultimate  Parent  Corporation,  if the
ultimate Parent Corporation,  directly or indirectly, owns fifty percent or more
of the combined voting power of the then  outstanding  voting  securities of the
Surviving Corporation, and

            (III) no Person other than (1) the Company, (2) any Subsidiary,  (3)
any employee  benefit plan (or any trust forming a part  thereof)  maintained by
the Company, the Surviving Corporation,  any Subsidiary,  or the ultimate Parent
Corporation,  or (4) any Person who,  together with its  Affiliates  (as defined
below),  immediately prior to a Merger had Beneficial Ownership of fifty percent
or more of the then  outstanding  voting  securities,  owns,  together  with its
Affiliates, Beneficial Ownership of fifty percent or more of the combined voting
power of the then outstanding voting securities of (1) the Surviving Corporation
or (2) the ultimate Parent Corporation.


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<PAGE>

Each  transaction  described in clauses (I) through  (III) above shall herein be
referred to as a "Non-Control Transaction."

      (B) A complete liquidation or dissolution of the Company (other than where
assets  of the  Company  are  transferred  to or  remain  with a  Subsidiary  or
Subsidiaries of the Company).

      (C)  The  direct  or  indirect  sale  or  other   disposition  of  all  or
substantially  all of the assets of the Company to any Person  (other than (1) a
transfer  to  a  Subsidiary,  (2)  under  conditions  that  would  constitute  a
Non-Control  Transaction  with the  disposition  of assets  being  regarded as a
Merger for this purpose,  or (3) the distribution to the Company's  stockholders
of the stock of a Subsidiary or any other assets).

Notwithstanding the foregoing,  a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired  Beneficial  Ownership
of more than the permitted amount of the then outstanding voting securities as a
result of the acquisition of voting securities by the Company which, by reducing
the number of voting  securities then  outstanding,  increases the  proportional
number of shares  Beneficially Owned by the Subject Persons,  provided that if a
Change in Control  would occur (but for the  operation  of this  sentence)  as a
result of the  acquisition of voting  securities by the Company,  and after such
share  acquisition  by the Company,  the Subject  Person  becomes the Beneficial
Owner of any additional  voting securities which increases the percentage of the
then outstanding  voting  securities  Beneficially  Owned by the Subject Person,
then a Change in Control shall occur.

14. Amendment and Termination

The Board of Directors may modify, revise or terminate this Plan at any time and
from time to time. While the Board of Directors may seek shareholder approval of
an action  modifying a provision  of the Plan where it is  determined  that such
shareholder  approval is advisable  under the provisions of applicable  law, the
Board of Directors  shall be permitted to make any  modification  or revision to
any  provision  of this Plan  without  shareholder  approval.  This  Plan  shall
terminate when all shares reserved for issuance  hereunder have been issued upon
the exercise of options, or by action of the Board of Directors pursuant to this
paragraph, whichever shall first occur.

15. Effective Date of the Plan

The Plan shall become  effective upon the latest to occur of (1) adoption by the
Board of  Directors,  and (2) approval of this Plan by the  shareholders  of the
Company.


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