EXHIBIT 4.1

                                  ZANNWELL INC.
      AMENDED AND RESTATED ZANNWELL INC. 2004 EMPLOYEE STOCK INCENTIVE PLAN


      1. General Provisions.

      1.1 Purpose.  This Stock  Incentive Plan (the "Plan") is intended to allow
designated  officers  and  employees  (all of whom  are  sometimes  collectively
referred to herein as the  "Employees,"  or  individually  as the "Employee") of
Zannwell Inc., a Nevada  corporation  (the "Company") and its  Subsidiaries  (as
that term is defined  below)  which they may have from time to time (the Company
and such  Subsidiaries  are  referred  to herein as the  "Company")  to  receive
certain  options (the "Stock  Options") to purchase common stock of the Company,
par value $0.001 per share (the "Common  Stock"),  and to receive  grants of the
Common Stock subject to certain  restrictions  (the  "Awards").  As used in this
Plan, the term  "Subsidiary"  shall mean each corporation which is a "subsidiary
corporation" of the Company within the meaning of Section 424(f) of the Internal
Revenue Code of 1986,  as amended (the  "Code").  The purpose of this Plan is to
provide the Employees,  who make significant and extraordinary  contributions to
the  long-term  growth  and  performance  of  the  Company,   with  equity-based
compensation incentives, and to attract and retain the Employees.

      1.2 Administration.

      1.2.1 The Plan shall be  administered by the  Compensation  Committee (the
"Committee")  of, or  appointed  by, the Board of  Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act by vote of a  majority  of a quorum,  or by  unanimous  written  consent.  A
majority  of its members  shall  constitute  a quorum.  The  Committee  shall be
governed by the provisions of the Company's  Bylaws and of Nevada law applicable
to the Board, except as otherwise provided herein or determined by the Board.

      1.2.2  The  Committee  shall  have  full and  complete  authority,  in its
discretion,  but subject to the express  provisions  of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b) to  determine  the number of Awards or Stock  Options to be
granted to an Employee;  (c) to  determine  the time or times at which Awards or
Stock Options shall be granted;  (d) to establish the terms and conditions  upon
which  Awards or Stock  Options  may be  exercised;  (e) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (f) to specify, at the
time of grant,  provisions  relating to  exercisability  of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock Options;  and (g)
to adopt such rules and regulations and to make all other determinations  deemed
necessary or desirable for the administration of this Plan. All  interpretations
and  constructions  of  this  Plan  by the  Committee,  and  all of its  actions
hereunder, shall be binding and conclusive on all persons for all purposes.

      1.2.3 The  Company  hereby  agrees to  indemnify  and hold  harmless  each
Committee  member and each Employee,  and the estate and heirs of such Committee
member or  Employee,  against  all  claims,  liabilities,  expenses,  penalties,
damages or other pecuniary  losses,  including legal fees,  which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as a  result  of his
responsibilities,  obligations  or duties in  connection  with this Plan, to the
extent that  insurance,  if any,  does not cover the  payment of such items.  No
member  of the  Committee  or the  Board  shall  be  liable  for any  action  or
determination made in good faith with respect to this Plan or any Award or Stock
Option granted pursuant to this Plan.

      1.3 Eligibility and Participation.  The Employees eligible under this Plan
shall be approved by the Committee  from those  Employees who, in the opinion of
the  management  of the  Company,  are in  positions  which  enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to whom Award or Stock  Options  may be
granted,  consideration  shall be given to factors such as employment  position,
duties and responsibilities,  ability, productivity,  length of service, morale,
interest in the Company and recommendations of supervisors.



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Beckstead and Watts, LLP
Certified Public Accountants
                                                       3340 Wynn Road, Suite B
                                                           Las Vegas, NV 89102
                                                              702.257.1984 tel
                                                              702.362.0540 fax

Securities and Exchange Commission
Washington, DC 20549

Ladies and Gentlemen:

We have issued our report dated March 16, 2004 accompanying the financials
statements of Zannwell, Inc. (formerly USA Telcom Internationale) on Form 10-KSB
for the years ended December 31, 2003 and 2002. We hereby consent to the
incorporation by reference of said report in the Registration Statement of
Zannwell, Inc. (formerly USA Telcom Internationale) on Form S-8.

Signed,

/s/ Beckstead and Watts, LLP

December 7, 2004

<PAGE>



      1.4  Shares  Subject  to this Plan.  The  maximum  number of shares of the
Common  Stock  that may be issued  pursuant  to this Plan  shall be  186,000,000
subject to the  provisions  of  Paragraph  4.1.  If shares of the  Common  Stock
awarded  or  issued  under  this Plan are  reacquired  by the  Company  due to a
forfeiture  or for  any  other  reason,  such  shares  shall  be  cancelled  and
thereafter shall again be available for purposes of this Plan. If a Stock Option
expires, terminates or is cancelled for any reason without having been exercised
in full, the shares of the Common Stock not purchased  thereunder shall again be
available  for purposes of this Plan.  In the event that any  outstanding  Stock
Option or Award  under this Plan for any reason  expires or is  terminated,  the
shares of Common Stock allocable to the unexercised  portion of the Stock Option
or Award shall be available for issuance under the Amended and Restated Zannwell
Inc.  2004  Non-Employee  Directors and  Consultants  Retainer  Stock Plan.  The
Compensation  Committee  may, in its  discretion,  increase the number of shares
available for issuance  under this Plan,  while  correspondingly  decreasing the
number of shares available for issuance under the Amended and Restated  Zannwell
Inc. 2004 Non-Employee Directors and Consultants Retainer Stock Plan.

      2. Provisions Relating to Stock Options.

      2.1 Grants of Stock Options. The Committee may grant Stock Options in such
amounts,  at such times, and to the Employees nominated by the management of the
Company as the  Committee,  in its  discretion,  may  determine.  Stock  Options
granted under this Plan shall  constitute  "incentive  stock options" within the
meaning of Section 422 of the Code,  if so  designated  by the  Committee on the
date of grant.  The  Committee  shall also have the  discretion  to grant  Stock
Options which do not  constitute  incentive  stock  options,  and any such Stock
Options shall be designated  non-statutory stock options by the Committee on the
date of grant.  The aggregate  Fair Market Value  (determined  as of the time an
incentive  stock  option is granted) of the Common  Stock with  respect to which
incentive  stock  options  are  exercisable  for the first time by any  Employee
during any one  calendar  year (under all plans of the Company and any parent or
subsidiary  of the Company) may not exceed the maximum  amount  permitted  under
Section 422 of the Code (currently,  $100,000.00).  Non-statutory  stock options
shall not be subject to the  limitations  relating to  incentive  stock  options
contained in the preceding  sentence.  Each Stock Option shall be evidenced by a
written agreement (the "Option  Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock Option is granted,  and which shall be subject to the terms and conditions
of this Plan.  In the  discretion  of the  Committee,  Stock Options may include
provisions  (which need not be  uniform),  authorized  by the  Committee  in its
discretion,  that  accelerate  an  Employee's  rights to exercise  Stock Options
following a "Change in Control," upon  termination of the Employee's  employment
by the Company  without  "Cause" or by the Employee  for "Good  Reason," as such
terms are defined in  Paragraph  3.1 hereof.  The holder of a Stock Option shall
not be entitled to the  privileges  of stock  ownership  as to any shares of the
Common Stock not actually issued to such holder.

      The exercise price per share for the Stock covered by a Stock Option shall
be determined by the Committee at the time of grant but in the case of Incentive
Stock  Options  shall not be less than 100% of the Fair Market Value on the date
of grant.  If an employee owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any parent or  subsidiary
corporation  and an  Incentive  Stock  Option is granted to such  employee,  the
option price of such  Incentive  Stock Option shall be not less than 110% of the
Fair Market Value on the grant date.

      2.2 Purchase Price. The purchase price (the "Exercise Price") of shares of
the Common Stock subject to each Stock Option (the "Option Shares") shall not be
less than 85 percent of the Fair Market Value of the Common Stock on the date of
the grant of the option.  For an Employee holding greater than 10 percent of the
total voting power of all stock of the Company, either Common or Preferred,  the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair Market Value of the Common Stock on the date of the grant of the option. As
used herein,  "Fair Market  Value" means the mean between the highest and lowest
reported  sales  prices  of the  Common  Stock  on the New York  Stock  Exchange
Composite  Tape or,  if not  listed  on such  exchange,  on any  other  national
securities  exchange on which the Common  Stock is listed or on The Nasdaq Stock
Market,  or, if not so listed on any other national  securities  exchange or The
Nasdaq  Stock  Market,  then the  average of the bid price of the  Common  Stock
during  the  last  five  trading  days on the  OTC  Bulletin  Board  immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value is to be  determined.  If the  Common  Stock is not then  publicly
traded,  then the Fair Market  Value of the Common Stock shall be the book value
of the  Company  per  share  as  determined  on the  last  day of  March,  June,
September, or December in any year closest to the date when the determination is
to be made.  For the purpose of  determining  book value  hereunder,  book value
shall be  determined by adding as of the  applicable  date called for herein the
capital,  surplus,  and  undivided  profits  of the  Company,  and after  having
deducted any reserves theretofore  established;  the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and the quotient thus obtained  shall  represent the book value of each share of
the Common Stock of the Company.

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      2.3 Option Period.  The Stock Option period (the "Term") shall commence on
the date of grant of the  Stock  Option  and  shall be 10 years or such  shorter
period as is determined by the  Committee.  Each Stock Option shall provide that
it is exercisable  over its term in such periodic  installments as the Committee
may determine,  subject to the provisions of Paragraph  2.4.1.  Section 16(b) of
the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act") exempts
persons normally  subject to the reporting  requirements of Section 16(a) of the
Exchange  Act (the  "Section  16  Reporting  Persons")  pursuant  to a qualified
employee  stock option plan from the normal  requirement of not selling until at
least six months and one day from the date the Stock Option is granted.

      2.4 Exercise of Options.

      2.4.1 Each Stock  Option may be  exercised in whole or in part (but not as
to  fractional  shares) by delivering  it for  surrender or  endorsement  to the
Company,  attention of the Corporate  Secretary,  at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made (a) in cash,  (b) by  cashier's  or  certified  check,  (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from the Option  Shares which would  otherwise be issuable  upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by the  Committee  in its
discretion,  (e) in the  discretion  of the  Committee,  by the  delivery to the
Company of the optionee's promissory note secured by the Option Shares,  bearing
interest at a rate  sufficient  to prevent  the  imputation  of  interest  under
Sections 483 or 1274 of the Code,  and having such other terms and conditions as
may be satisfactory to the Committee., or (f) if the Employee and the Company so
agree, deliver to the Optionee's NASD licensed  broker-dealer and to the Company
an  irrevocable  notice of  exercise of the option,  together  with  irrevocable
instructions  from the  Optionee to the Company to deliver the Option  Shares to
the  broker-dealer.  Upon receipt of such notice,  the Company shall immediately
deliver to the Employee's  broker-dealer the share  certificate(s)  representing
the Option Shares so  purchased,  and upon receipt of such  certificate(s),  the
broker shall sell the Option Shares and remit the purchase  price for all Option
Shares then being purchased, and any withholding taxes to the Corporation.

      2.4.2 Exercise of each Stock Option is  conditioned  upon the agreement of
the Employee to the terms and  conditions  of this Plan and of such Stock Option
as evidenced by the Employee's  execution and delivery of a Notice and Agreement
of Exercise in a form to be determined by the Committee in its discretion.  Such
Notice and  Agreement of Exercise  shall set forth the agreement of the Employee
that (a) no Option Shares will be sold or otherwise  distributed in violation of
the  Securities  Act of 1933,  as amended  (the  "Securities  Act") or any other
applicable  federal or state securities laws, (b) each Option Share  certificate
may be  imprinted  with  legends  reflecting  any  applicable  federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and issue  "stop  transfer"  instructions  to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16 Reporting  Person,  the  Employee  will furnish to the Company a copy of each
Form 4 or Form 5 filed  by said  Employee  and  will  timely  file  all  reports
required  under federal  securities  laws,  and (e) the Employee will report all
sales of Option  Shares to the  Company in writing on a form  prescribed  by the
Company.

      2.4.3 No Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and all other legal  requirements,  have been fully  complied  with. The Company
will use  reasonable  efforts to maintain the  effectiveness  of a  registration
statement under the Securities Act (a "Registration Statement") for the issuance
of Stock Options and shares acquired thereunder,  but there may be times when no
such Registration  Statement will be currently effective.  The exercise of Stock
Options may be  temporarily  suspended  without  liability to the Company during
times when no such  Registration  Statement  is currently  effective,  or during
times when,  in the  reasonable  opinion of the  Committee,  such  suspension is
necessary  to  preclude  violation  of any  requirements  of  applicable  law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then if exercise of such Stock Option is duly  tendered  before its  expiration,
such Stock Option  shall be  exercisable  and  exercised  (unless the  attempted
exercise is withdrawn) as of the first day after the end of such suspension. The
Company  shall have no obligation to file any  Registration  Statement  covering
resales of Option Shares.



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      2.5 Continuous  Employment.  Except as provided in Paragraph 2.7 below, an
Employee may not  exercise a Stock  Option  unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For purposes of this  Paragraph  2.5, the period of continuous  employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with the consent of the Company,  provided  that such leave of absence shall not
exceed three  months and that the Employee  returns to the employ of the Company
at the  expiration of such leave of absence.  If the Employee fails to return to
the  employ of the  Company at the  expiration  of such  leave of  absence,  the
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous  employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns to the employ of the Company  within 90 days (or such  longer  period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge from military service. If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date the Employee  first becomes  entitled to a discharge from military
service,  the  Employee's  employment  with the Company  shall be deemed to have
terminated as of the date the Employee's military service ended.

      2.6  Restrictions  on Transfer.  Each Stock Option granted under this Plan
shall be transferable only by will or the laws of descent and  distribution.  No
interest  of any  Employee  under  this Plan  shall be  subject  to  attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by the  Employee  or by the
Employee's legal representative.

      2.7 Termination of Employment.  Upon an Employee's Retirement,  Disability
(both terms being defined  below) or death,  (a) all Stock Options to the extent
then  presently  exercisable  shall  remain in full  force and effect and may be
exercised pursuant to the provisions thereof, including expiration at the end of
the fixed term thereof, and (b) unless otherwise provided by the Committee,  all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as of the date of such  termination  of  employment  and shall not be
exercisable thereafter.

      2.7.1 Upon the termination of the employment of an Employee for any reason
other  than  those  specifically  set forth in  Paragraph  2.7.1,  (a) all Stock
Options to the extent then  presently  exercisable  by the Employee shall remain
exercisable  only for a period of 90 days after the date of such  termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee shall die during such 90 day period),  and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at the end of the  fixed  term
thereof,  and (b) unless otherwise provided by the Committee,  all Stock Options
to the extent not then presently  exercisable by the Employee shall terminate as
of the date of such  termination  of  employment  and shall  not be  exercisable
thereafter.

      2.7.2 For purposes of this Plan:

                  (a) "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of 65 years; and

                  (b) "Disability" shall mean total and permanent incapacity of
an Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of the Employee's employment with the
Company, which disability shall be determined (i) on medical evidence by a
licensed physician designated by the Committee, or (ii) on evidence that the
Employee has become entitled to receive primary benefits as a disabled employee
under the Social Security Act in effect on the date of such disability.


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      3. Provisions Relating to Awards.

      3.1 Grant of Awards. Subject to the provisions of this Plan, the Committee
shall have full and complete  authority,  in its discretion,  but subject to the
express  provisions of this Plan, to (1) grant Awards pursuant to this Plan, (2)
determine  the number of shares of the Common  Stock  subject to each Award (the
"Award  Shares"),  (3)  determine  the terms and  conditions  (which need not be
identical) of each Award, including the consideration (if any) to be paid by the
Employee  for such  Common  Stock,  which may,  in the  Committee's  discretion,
consist  of  the  delivery  of  the  Employee's   promissory  note  meeting  the
requirements of Paragraph 2.4.1, (4) establish and modify  performance  criteria
for Awards, and (5) make all of the  determinations  necessary or advisable with
respect to Awards under this Plan. Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period (after which
the restrictions  shall lapse),  which shall be a period  commencing on the date
the Award is granted and ending on such date as the  Committee  shall  determine
(the  "Restriction  Period").  The  Committee  may  provide  for  the  lapse  of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall  determine,  and for the early  expiration of
the  Restriction  Period upon an Employee's  death,  Disability or Retirement as
defined in Paragraph 2.7.3, or, following a Change of Control,  upon termination
of an Employee's  employment by the Company  without  "Cause" or by the Employee
for "Good Reason," as those terms are defined herein. For purposes of this Plan:

      "Change of  Control"  shall be deemed to occur (a) on the date the Company
first has actual  knowledge  that any  person (as such term is used in  Sections
13(d) and  14(d)(2) of the  Exchange  Act) has become the  beneficial  owner (as
defined in Rule 13(d)-3  under the Exchange  Act),  directly or  indirectly,  of
securities of the Company representing 40 percent or more of the combined voting
power  of the  Company's  then  outstanding  securities,  or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in which the Company is not the surviving  corporation or in
which the  Company  survives  as a  subsidiary  of another  corporation,  (ii) a
consolidation  of the Company with any other  corporation,  or (iii) the sale or
disposition  of all or  substantially  all of the Company's  assets or a plan of
complete liquidation.

      "Cause," when used with  reference to  termination of the employment of an
Employee by the Company for "Cause," shall mean:

            (a) The  Employee's  continuing  willful and material  breach of his
duties to the  Company,  after he receives a demand from the Chief  Executive of
the  Company  specifying  the manner in which he has  willfully  and  materially
breached such duties,  other than any such failure  resulting from Disability of
the Employee or his resignation for "Good Reason," as defined herein; or

            (b) The conviction of the Employee of a felony; or

            (c)  The  Employee's  commission  of  fraud  in  the  course  of his
employment  with  the  Company,  such as  embezzlement  or  other  material  and
intentional violation of law against the Company; or

            (d) The Employee's  gross  misconduct  causing  material harm to the
Company.

      "Good  Reason"  shall  mean  any one or more of the  following,  occurring
following or in connection  with a Change of Control and within 90 days prior to
the Employee's resignation,  unless the Employee shall have consented thereto in
writing:

            (a) The assignment to the Employee of duties  inconsistent  with his
executive  status prior to the Change of Control or a substantive  change in the
officer or officers  to whom he reports  from the officer or officers to whom he
reported immediately prior to the Change of Control; or

            (b) The  elimination or reassignment of a majority of the duties and
responsibilities  that were  assigned to the Employee  immediately  prior to the
Change of Control; or



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            (c) A reduction by the Company in the Employee's  annual base salary
as in effect immediately prior to the Change of Control; or

            (d) The Company  requiring the Employee to be based anywhere outside
a 35-mile radius from his place of employment immediately prior to the Change of
Control,  except for  required  travel on the  Company's  business  to an extent
substantially   consistent  with  the  Employee's  business  travel  obligations
immediately prior to the Change of Control; or

            (e) The failure of the Company to grant the  Employee a  performance
bonus  reasonably  equivalent  to the same  percentage  of salary  the  Employee
normally received prior to the Change of Control,  given comparable  performance
by the Company and the Employee; or

            (f) The failure of the Company to obtain a  satisfactory  Assumption
Agreement (as defined in Paragraph  4.12 of this Plan) from a successor,  or the
failure of such successor to perform such Assumption Agreement.

      3.2  Incentive  Agreements.  Each Award  granted  under this Plan shall be
evidenced by a written  agreement (an "Incentive  Agreement") in a form approved
by the  Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to the  terms  and
conditions of this Plan and other such terms and conditions as the Committee may
specify.

      3.3 Waiver of  Restrictions.  The  Committee may modify or amend any Award
under this Plan or waive any restrictions or conditions applicable to the Award;
provided,  however, that the Committee may not undertake any such modifications,
amendments or waivers if the effect thereof materially increases the benefits to
any  Employee,  or  adversely  affects  the rights of any  Employee  without his
consent.

      3.4 Terms and Conditions of Awards.  Upon receipt of an Award of shares of
the Common  Stock  under this Plan,  even  during  the  Restriction  Period,  an
Employee  shall be the  holder of record of the  shares  and shall  have all the
rights of a  stockholder  with respect to such shares,  subject to the terms and
conditions of this Plan and the Award.

      3.4.1 Except as otherwise provided in this Paragraph 3.4, no shares of the
Common  Stock  received  pursuant  to  this  Plan  shall  be  sold,   exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
Common Stock in violation of this Paragraph 3.4 shall be null and void.

      3.4.2 If an Employee's employment with the Company terminates prior to the
expiration of the Restriction Period for an Award,  subject to any provisions of
the Award with respect to the Employee's  death,  Disability or  Retirement,  or
Change of Control,  all shares of the Common Stock subject to the Award shall be
immediately  forfeited by the Employee and  reacquired  by the Company,  and the
Employee  shall  have no  further  rights  with  respect  to the  Award.  In the
discretion of the Committee,  an Incentive  Agreement may provide that, upon the
forfeiture  by an  Employee  of Award  Shares,  the  Company  shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on the grant of the Award.  In the  discretion  of the  Committee,  an Incentive
Agreement may also provide that such repayment  shall include an interest factor
on such  consideration  from the date of the  grant of the  Award to the date of
such repayment.

      3.4.3 The  Committee  may require  under such terms and  conditions  as it
deems  appropriate or desirable that (a) the  certificates  for the Common Stock
delivered  under this Plan are to be held in custody by the  Company or a person
or institution  designated by the Company until the Restriction  Period expires,
(b) such  certificates  shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.




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      4. Miscellaneous Provisions.

      4.1 Adjustments Upon Change in Capitalization.

      4.1.1 The number and class of shares  subject  to each  outstanding  Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock Options that may be granted under this Plan,  the minimum number of shares
as to which a Stock Option may be exercised at any one time,  and the number and
class of shares subject to each outstanding  Award, shall not be proportionately
adjusted  in the event of any  increase  or decrease in the number of the issued
shares of the Common  Stock which  results from a split-up or  consolidation  of
shares,  payment of a stock  dividend  or  dividends  exceeding  a total of five
percent  for  which  the  record   dates  occur  in  any  one  fiscal   year,  a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (a) upon  exercise of the Stock  Option,  the  Employee  shall  receive the
number and class of shares the Employee  would have  received  prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the Award Shares,  the Employee shall receive the number and class of shares the
Employee  would have  received  prior to any such  capital  adjustment  becoming
effective.

      4.1.2 Upon a  reorganization,  merger or consolidation of the Company with
one or more  corporations  as a result of which the Company is not the surviving
corporation  or in which the Company  survives as a  wholly-owned  subsidiary of
another corporation,  or upon a sale of all or substantially all of the property
of the  Company to another  corporation,  or any  dividend  or  distribution  to
stockholders  of  more  than  10  percent  of  the  Company's  assets,  adequate
adjustment  or other  provisions  shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares and Award Shares  provided for herein,  the shares,  securities or assets
which would have been  issuable or payable in respect of or in exchange for such
Option Shares and Award Shares then  remaining,  as if the Employee had been the
owner of such shares as of the  applicable  date.  Any securities so substituted
shall be subject to similar successive adjustments.

      4.2  Withholding  Taxes.  The Company  shall have the right at the time of
exercise  of  any  Stock  Option,  the  grant  of an  Award,  or  the  lapse  of
restrictions on Award Shares, to make adequate provision for any federal, state,
local or foreign  taxes  which it  believes  are or may be required by law to be
withheld  with respect to such  exercise  (the "Tax  Liability"),  to ensure the
payment of any such Tax  Liability.  The  Company may provide for the payment of
any Tax Liability by any of the following  means or a combination of such means,
as  determined  by the  Committee  in its sole and  absolute  discretion  in the
particular  case (1) by  requiring  the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the Option  Shares which would  otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that number of Option  Shares or Award Shares having an aggregate
Fair Market Value  (determined in the manner  prescribed by Paragraph 2.2) as of
the date the  withholding  tax obligation  arises in an amount which is equal to
the  Employee's  Tax Liability or (4) by any other method deemed  appropriate by
the  Committee.  Satisfaction  of the Tax  Liability  of a Section 16  Reporting
Person may be made by the method of payment  specified  in clause (3) above only
if the following two conditions are satisfied:

            (a) The  withholding  of  Option  Shares  or  Award  Shares  and the
exercise  of the  related  Stock  Option  occur at least six  months and one day
following the date of grant of such Stock Option or Award; and

            (b) The  withholding of Option Shares or Award Shares is made either
(i) pursuant to an irrevocable election (the "Withholding Election") made by the
Employee at least six months in advance of the  withholding of Options Shares or
Award Shares,  or (ii) on a day within a 10-day "window period" beginning on the
third  business day following the date of release of the Company's  quarterly or
annual summary statement of sales and earnings.

      Anything herein to the contrary  notwithstanding,  a Withholding  Election
may be disapproved by the Committee at any time.



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<PAGE>



      4.3 Relationship to Other Employee Benefit Plans. Stock Options and Awards
granted hereunder shall not be deemed to be salary or other  compensation to any
Employee for purposes of any pension, thrift, profit-sharing,  stock purchase or
any other  employee  benefit plan now  maintained  or  hereafter  adopted by the
Company.

      4.4  Amendments  and  Termination.  The Board of Directors may at any time
suspend,  amend or  terminate  this Plan.  No  amendment,  except as provided in
Paragraph 3.3, or  modification  of this Plan may be adopted,  except subject to
stockholder approval,  which would (1) materially increase the benefits accruing
to the  Employees  under  this  Plan,  (2)  materially  increase  the  number of
securities  which may be  issued  under  this Plan  (subject  to  Paragraph  4.1
hereof),  or (3)  materially  modify  the  requirements  as to  eligibility  for
participation in this Plan.

      4.5 Successors in Interest. The provisions of this Plan and the actions of
the  Committee  shall be binding upon all heirs,  successors  and assigns of the
Company and of the Employees.

      4.6 Other  Documents.  All  documents  prepared,  executed or delivered in
connection with this Plan (including,  without limitation, Option Agreements and
Incentive  Agreements)  shall be, in  substance  and form,  as  established  and
modified by the Committee;  provided,  however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this Plan shall prevail.

      4.7 No Obligation to Continue  Employment.  This Plan and the grants which
might be made  hereunder  shall not  impose  any  obligation  on the  Company to
continue to employ any  Employee.  Moreover,  no  provision  of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any way by any employment  contract  between an Employee (or other employee) and
the Company.

      4.8 Misconduct of an Employee. Notwithstanding any other provision of this
Plan,  if an  Employee  commits  fraud  or  dishonesty  toward  the  Company  or
wrongfully  uses or  discloses  any  trade  secret,  confidential  data or other
information  proprietary to the Company, or intentionally takes any other action
which results in material harm to the Company,  as determined by the  Committee,
in its sole and absolute  discretion,  the Employee shall forfeit all rights and
benefits under this Plan.

      4.9 Term of Plan. No Stock Option shall be exercisable,  or Award granted,
unless and until the  Directors of the Company have  approved  this Plan and all
other legal  requirements  have been met.  This  Amended Plan was adopted by the
Board  effective  December  6, 2004.  No Stock  Options or Awards may be granted
under this Plan after December 6, 2014.

      4.10  Governing Law. This Plan and all actions taken  thereunder  shall be
governed by, and construed in accordance with, the laws of the State of Nevada.

      4.11  Approval.  No Stock Option shall be  exercisable,  or Award granted,
unless and until the  Directors of the Company have  approved  this Plan and all
other legal requirements have been met.

      4.11  Assumption  Agreements.  The Company will  require  each  successor,
(direct or indirect, whether by purchase,  merger,  consolidation or otherwise),
to all or substantially  all of the business or assets of the Company,  prior to
the  consummation of each such  transaction,  to assume and agree to perform the
terms and  provisions  remaining  to be  performed  by the  Company  under  each
Incentive  Agreement  and Stock  Option  and to  preserve  the  benefits  to the
Employees  thereunder.  Such  assumption  and agreement  shall be set forth in a
written  agreement  in form and  substance  satisfactory  to the  Committee  (an
"Assumption  Agreement"),  and shall  include such  adjustments,  if any, in the
application of the provisions of the Incentive  Agreements and Stock Options and
such additional provisions,  if any, as the Committee shall require and approve,
in order to  preserve  such  benefits to the  Employees.  Without  limiting  the
generality of the foregoing,  the Committee may require an Assumption  Agreement
to include satisfactory undertakings by a successor:

            (a)  To  provide  liquidity  to  the  Employees  at  the  end of the
Restriction  Period  applicable  to the Common Stock  awarded to them under this
Plan, or on the exercise of Stock Options;



                                       8

<PAGE>



            (b) If the  succession  occurs  before the  expiration of any period
specified in the Incentive  Agreements for satisfaction of performance  criteria
applicable to the Common Stock awarded  thereunder,  to refrain from interfering
with the Company's  ability to satisfy such performance  criteria or to agree to
modify  such  performance  criteria  and/or  waive any  criteria  that cannot be
satisfied as a result of the succession;

            (c) To require  any  future  successor  to enter into an  Assumption
Agreement; and

            (d) To take  or  refrain  from  taking  such  other  actions  as the
Committee may require and approve, in its discretion.

      The Committee referred to in this Section 4.12 is the Committee  appointed
by  a  Board  of  Directors  in  office  prior  to  the  succession  then  under
consideration.

      4.13 Approval. This Plan must be approved by a majority of the outstanding
securities  entitled  to vote  within  12 months  before  or after  this Plan is
adopted or the date the  agreement is entered  into.  Any  securities  purchased
before security holder approval is obtained must be rescinded if security holder
approval is not obtained  within 12 months  before or after this Plan is adopted
or the date the agreement is entered into. Such securities  shall not be counted
in determining whether such approval is obtained.

      4.14 Compliance with Rule 16b-3. Transactions under this Plan are intended
to comply with all  applicable  conditions of Rule 16b-3  promulgated  under the
Exchange  Act.  To the extent that any  provision  of this Plan or action by the
Committee  fails to so comply,  it shall be deemed null and void,  to the extent
permitted by law and deemed advisable by the Committee.

      4.15 Information to Shareholders. The Company shall furnish to each of its
stockholders financial statements of the Company at least annually.

      IN WITNESS  WHEREOF,  this  Amended  and  Restated  Plan has been  amended
effective as of December 6, 2004.


                                             ZANNWELL INC.


                                             By /s/ Steve Bonenberger
                                                --------------------------------
                                                Steve Bonenberger, President



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