ASIA PROPERTIES, INC.

                                STOCK OPTION PLAN

1.     GRANT  OF  AWARDS  GENERALLY

     In  accordance  with  the  provisions  hereinafter  set forth in this stock
option  plan,  the  name of which is the ASIA PROPERTIES, INC. STOCK OPTION PLAN
(the  "Plan"),  the  Board  of  Directors  (the  "Board")  or,  the Compensation
Committee  (the  "Committee") of ASIA PROPERTIES, INC. (the "Company") is hereby
authorized  to issue from time to time on the Corporation's behalf to any one or
more  Eligible  Persons, as hereinafter defined, Awards to acquire shares of the
Company's  $0.001  par  value  common  stock  (the  "Stock").

2.     TYPE  OF  AWARDS

(a)     The Board and the Committee are authorized under this Plan to enter into
any  type  of  arrangement  with a Participant that is not inconsistent with the
provisions  of  this  Plan and that, by its terms, involves or might involve the
issuance of (i) shares of  Stock, or (ii) a Derivative Security (as such term is
defined  in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  as such Rule may be amended from time to time)
with an exercise or conversion privilege at a price related to the Stock or with
a  value  derived  from  the  value of the Stock.  The entering into of any such
arrangement  is  referred  to  herein  as  the  "grant"  of  an  "Award".

(b)     Awards  are  not  restricted  to any specified form or structure and may
include,  without limitation, sales or bonuses of stock, restricted stock, stock
options  (including  options  which  meet the requirements of Section 422 of the
Internal  Revenue Code of 1986, as amended (the "Code"), Incentive Stock Options
("ISOs")  and  options  which  are not ISOs, Non-qualified Stock Options (NSOs),
reload  stock  options in accordance with Paragraph 8 herein ("Reload Options"),
stock  purchase  warrants, other rights to acquire stock, securities convertible
into  or  redeemable  for  stock,  stock  appreciation  rights,  limited  stock
appreciation  rights,  phantom stock, dividend equivalents, performance units or
performance shares, and an Award may consist of one such security or benefit, or
two  or  more  of  them  in  tandem  or  in  the  alternative.

(c)     Stock  and  Derivative Securities may be issued pursuant to an Award for
any lawful consideration as determined by the Board or the Committee, including,
without  limitation,  services  rendered  by  the  recipient  of  such  Award.

3.     AMOUNT  OF  STOCK

     The  aggregate number of shares of Stock which may be purchased pursuant to
the  exercise  of Awards shall be 1,000,000 shares of Stock. Of this amount, the
Board  or  the Committee shall have the power and authority to designate whether
any options so issued shall be ISOs or NSOs, subject to the restrictions on ISOs
contained elsewhere herein. If an Award ceases to be exercisable, in whole or in
part,  the shares of Stock underlying such option shall continue to be available
under this Plan. Further, if shares of Stock are delivered to the Corporation as
payment  for shares of Stock purchased by the exercise of an Award granted under
this  Plan,  such  shares  of  Stock shall also be available under this Plan. If
there  is  any  change  in  the  number  of  shares  of  Stock on account of the
declaration  of  stock dividends, recapitalization resulting in stock split-ups,
or  combinations  or  exchanges  of shares of Stock, or otherwise, the number of
shares  of  Stock available for purchase upon the exercise of Awards, the shares
of  Stock  subject to any Award and the exercise price of any outstanding Awards
shall  be appropriately adjusted by the Board or the Stock Option Committee. The
Board or the Stock Option Committee shall give notice of any adjustments to each
Eligible  Person granted an Award under this Plan, and such adjustments shall be
effective  and  binding  on  all  Eligible  Persons.  If  because of one or more
recapitalizations,  reorganizations  or  other  corporate events, the holders of
outstanding  Stock  receive  something  other  than  shares  of Stock then, upon
exercise  of  an  Award,  the Eligible Person will receive what the holder would
have  owned  if  the holder had exercised the Award immediately before the first
such  corporate  event  and  not  disposed  of anything the holder received as a
result  of  the  corporate  event.

4.     ELIGIBLE  PERSONS

(a)     With  respect  to  ISOs, an Eligible Person means any individual who has
been  employed  by the Corporation or by any subsidiary of the Corporation for a
continuous  period  of  at  least  thirty  (30)  days.

(b)     With  respect to all other forms of Awards, an Eligible Person means (i)
any  individual who has been employed by the Corporation or by any subsidiary of
the  Corporation, for a continuous period of at least thirty (30) days, (ii) any
director  of  the  Corporation  or  any  subsidiary of the Corporation (iii) any
member  of  the  Corporations  advisory  board  or  of  any of the Corporation's
subsidiary(ies),  or (iv) any consultant of the Corporation or by any subsidiary
of  the  Corporation.

5.     GRANT  OF  AWARDS

     The Board or the Committee has the right to issue the Awards established by
this  Plan  to  Eligible  Persons.  The  Board or the Committee shall follow the
procedures  prescribed for it elsewhere in this Plan. A grant of Awards shall be
set  forth  in a writing signed the Board or by a majority of the members of the
Committee.  The  writing shall identify whether the Award being granted includes
ISOs  and  shall set forth the terms which govern the Awards. The terms shall be
determined  by  the  Board or the Committee, and may include, among other terms,
the  number  of shares of Stock that may be acquired pursuant to the exercise of
the  Awards, when the Awards may be exercised, the period for which the Award is
granted and the expiration date, the effect on the Awards if the Eligible Person
terminates  employment,  and  whether  the Eligible Person may deliver shares of
Stock  to  pay  for  the  shares of Stock to be purchased by the exercise of the
Award.  However, no term shall be set forth in the writing which is inconsistent
with any of the terms of this Plan. The terms of an Award granted to an Eligible
Person may differ from the terms of an Award granted to another Eligible Person,
and  may differ from the terms of an earlier Option granted to the same Eligible
Person.

6.     EXERCISE  PRICE

     The  exercise  price  per  share  shall  be  determined by the Board or the
Committee  at  the  time any Award is granted, and shall be not less than (i) in
the case of an ISO, the fair market value, (ii) in the case of an ISO granted to
a ten percent or greater stockholder, shall be determined by the Board, or (iii)
in the case of all other Awards, not less than 90% of the fair market value (but
in no event less than the par value) of one share of Stock on the date the Award
is  granted,  as  determined by the Board or the Committee. Fair market value as
used  herein  shall  be:

(a)     If  shares  of  Stock shall be traded on an exchange or over-the-counter
market,  the  closing  price  or  the  closing  bid  price of such Stock on such
exchange or over-the-counter market on which such shares shall be traded on that
date,  or  if such exchange or over-the-counter market is closed or if no shares
shall  have traded on such date, on the last preceding date on which such shares
shall  have  traded,  or  such  other  value  as  determined by the Board or the
Committee.

(b)     If  shares  of  Stock  shall  not  be  traded  on  an  exchange  or
over-the-counter  market, the value as determined by the Board or the Committee.

7.     PAYMENT  OF  EXERCISE  PRICE

     Except  as  otherwise provided below, payment of the exercise price for the
number  of  shares  of Stock being purchased pursuant to any Award shall be made
(i)  in  cash,  by  certified  check,  or  bank  draft,  (ii)  by  tender to the
Corporation  of  shares  of Stock owned by the holder of the Award having a Fair
Market  Value  (as  determined  by  the  Corporation  without  regard  to  any
restrictions on transferability applicable to such stock by reason of federal or
state securities laws or agreements with an underwriter for the Corporation) not
less  than the exercise price, (iii) by the assignment of the proceeds of a sale
or  loan  with  respect  to  some  or  all of the shares being acquired upon the
exercise  of  the  Award, (iv) by the holder of the Award's promissory note in a
form  approved by the Board or the Committee, (v) by such other consideration as
may  be  approved  by the Board or the Committee from time to time to the extent
permitted  by  applicable law, or (vi) by any combination thereof.  The Board or
the  Committee  may  at  any  time  or  from  time to time, by adoption of or by
amendment  to  the  standard forms of Awards described in Section 7, or by other
means,  grant  Awards  which  do  not  permit  all  of  the  foregoing  forms of
consideration  to  be  used  in payment of the exercise price or which otherwise
restrict  one  or  more  forms  of  consideration.

      (b)     Notwithstanding  the  foregoing,  an Award may not be exercised by
tender  to the Corporation of shares of Stock to the extent such tender of Stock
would  constitute  a  violation  of  the  provisions  of  any law, regulation or
agreement  restricting  the  redemption  of  the  Corporation's  stock.  Unless
otherwise  provided by the Board or the Committee, an Award may not be exercised
by  tender  to the Corporation of shares of Stock unless such shares either have
been  owned  by  the  holder  for more than six (6) months or were not acquired,
directly  or  indirectly,  from  the  Corporation.

     (c)     The  Corporation  reserves, at any and all times, the right, in the
Corporation's  sole and absolute discretion, to establish, decline to approve or
terminate  any  program  or  procedures  for  the  exercise  of  Awards.

      (d)     No  promissory note shall be permitted if the exercise of an Award
using  a  promissory  note  would  be  a  violation  of  any law.  Any permitted
promissory  note  shall  be  on  such  terms  as  the  Board  or Committee shall
determine.  The  Board  and  the Committee shall have the authority to permit or
require the Award holder to secure any promissory note used to exercise an Award
with  the  shares of Stock acquired upon the exercise of the Award or with other
collateral  acceptable to the Board or the Committee.  Unless otherwise provided
by  the Board or the Committee, if the Corporation at any time is subject to the
regulations  promulgated by the Board of Governors of the Federal Reserve System
or any other governmental entity affecting the extension of credit in connection
with  the  Corporation's  securities, any promissory note shall comply with such
applicable  regulations, and the Award holder shall pay the unpaid principal and
accrued  interest if any, to the extent necessary to comply with such applicable
regulations.

(d)     The  Corporation shall have the right, but not the obligation, to deduct
from  the  shares of Stock issuable upon the exercise of any Award Option, or to
accept  from  the  Award holder the tender of, a number of whole shares of Stock
having  a  Fair  Market Value, as determined by the Corporation, equal to all or
any part of the federal, state, local and foreign taxes, if any, required by law
     to  be withheld by the Corporation with respect to such Award or the shares
acquired  upon  the exercise thereof.  Alternatively or in addition, in its sole
discretion,  the  Corporation  shall have the right to require the Award holder,
through  payroll withholding, cash payment or otherwise, including by means of a
Cashless  Exercise,  to  make  adequate  provision  for any such tax withholding
obligations  of  the  Corporation  arising  in connection with the Awards or the
shares  of Stock acquired upon the exercise thereof.  The Corporation shall have
no  obligation  to  deliver share of Stock or to release shares of Stock from an
escrow established pursuant to the Award until the Corporation's tax withholding
obligations  have  been  satisfied  by  the  Award  holder.

(e)     To  the  extent  that  an  Option  is  exercisable,  Options  may  be
exercised  in full at one time or in part from time to time,  by giving  written
     notice,  signed  by  the  person  or persons  exercising the Option, to the
Company,  stating  the  number  of  shares  with  respect  to which  the  Option
is  being  exercised, accompanied by payment in full for such shares as provided
in  Section  7  hereof.  No exercise of an Option may be made for fewer than 100
full  shares  of  Common  Stock  unless  such  exercise  is  made for the entire
fractional amount of a share remaining to be purchased  pursuant to such Option.
Upon  such  exercise,  delivery  of  a  certificate  for paid-up, non-assessable
shares  shall  be  made  by the Company to the person or persons  exercising the
Option  within  20  business  days  after receipt of such notice by the Company.

8.     GRANT  OF  RELOAD  OPTIONS

     In  granting stock options under this Plan, the Board or the Committee may,
but  shall  not  be  obligated  to,  include  a Reload Option provision therein,
subject  to  the  provisions  set forth in Paragraphs 20 and 21 herein. A Reload
Option provision provides that if the Eligible Person pays the exercise price of
shares  of  Stock  to  be  purchased  by the exercise of an Award (the "Original
Option")  by  delivering to the Corporation shares of Stock already owned by the
Eligible  Person  (the  "Tendered  Shares"), the Eligible Person shall receive a
Reload  Option  which shall be a new Option to purchase shares of Stock equal in
number  to  the  tendered  shares.  The  terms  of  any  Reload  Option shall be
determined  by the Board or the Committee consistent with the provisions of this
Plan.

9.     COMMITTEE

     The  Committee  may  be appointed from time to time by the Board. The Board
may  from  time to time remove members from or add members to the Committee. The
Committee  shall  be  constituted  so  as  to  permit  the Plan to comply in all
respects  with  the  provisions set forth in Paragraph 20 herein. The members of
the  Committee may elect one to its members as its chairman. The Committee shall
hold  its  meetings  at  such time and places as its chairman shall determine. A
majority  of the Committee's members present in person shall constitute a quorum
for  the  transaction  of  business. All determinations of the Committee will be
made  by  the  majority vote of the members constituting the quorum. The members
may participate in a meeting of the Committee by conference telephone or similar
communications  equipment  by  means  of  which all members participating in the
meeting  can  hear  each  other.  Participation in a meeting in that manner will
constitute  presence  in  person  at  the meeting. Any decision or determination
reduced  to writing and signed by all members of the Committee will be effective
as  if  it had been made by a majority vote of all members of the Committee at a
meeting  which  is  duly  called  and  held.

10.     ADMINISTRATION  OF  PLAN

     In  addition  to granting Awards and to exercising the authority granted to
it  elsewhere in this Plan, the Board or the Committee is granted the full right
and authority to interpret and construe the provisions of this Plan, promulgate,
amend  and  rescind  rules  and procedures relating to the implementation of the
Plan  and  to  make  all  other  determinations  necessary  or advisable for the
administration  of  the  Plan,  consistent,  however,  with  the  intent  of the
Corporation  that Awards granted or awarded pursuant to the Plan comply with the
provisions  of  Paragraph 20 and 21 herein. All determinations made by the Board
or the Committee shall be final, binding and conclusive on all persons including
the  Eligible  Person, the Corporation and its stockholders, employees, officers
and  directors  and consultants. No member of the Board or the Committee will be
liable  for  any  act  or omission in connection with the administration of this
Plan  unless  it  is  attributable  to  that  member's  willful  misconduct.

11.     PROVISIONS  APPLICABLE  TO  ISOs

     The  following  provisions  shall apply to all ISOs granted by the Board or
the  Committee  and shall be incorporated by reference into any writing granting
an  ISO:

(a)     An  ISO  may  only  be  granted within ten (10) years from September 30,
1998,  the  date  that  this  Plan  was  originally  adopted  by  the  Board.

(b)     An  ISO may not be exercised after the expiration of ten (10) years from
the  date  the  ISO  is  granted.

(c)     The option price may not be less than the fair market value of the Stock
at  the  time  the  ISO  is  granted.

(d)     An  ISO is not transferable by the Eligible Person to whom it is granted
except  by  will,  or  the  laws of descent and distribution, and is exercisable
during  his  or  her  lifetime  only  by  the  Eligible  Person.

(e)     If  the  Eligible Person receiving the ISO owns at the time of the grant
stock  possessing more than ten (10%) percent of the total combined voting power
of  all  classes  of  stock  of  the  employer  corporation  or of its parent or
subsidiary corporation (as those terms are defined in the Code), then the option
price  shall be at least 100% of the fair market value of the Stock, and the ISO
shall  not  be  exercisable after the expiration of five (5) years from the date
the  ISO  is  granted.

(g)     This Plan was adopted by the Corporation on September 30, 1998 by virtue
of  its  approval  by  the  Board.

12.     DETERMINATION  OF  FAIR  MARKET  VALUE

     In  granting  ISOs under this Plan, the Board or the Committee shall make a
good faith determination as to the fair market value of the Stock at the time of
granting  the  ISO  in  accordance  with  the  provisions  of  Section  6 above.

13.     RESTRICTIONS  ON  ISSUANCE  OF  STOCK

     The Corporation shall not be obligated to sell or issue any shares of Stock
pursuant  to the exercise of an Award unless the Stock with respect to which the
Award  is  being exercised is at that time effectively registered or exempt from
registration  under  the  Securities  Act  of  1933,  as  amended, and any other
applicable  laws,  rules  and  regulations.  The  Corporation  may condition the
exercise  of  an  Award  granted  in  accordance  herewith upon receipt from the
Eligible  Person,  or  any  other purchaser thereof, of a written representation
that  at  the  time  of such exercise it is his or her then present intention to
acquire  the  shares of Stock for investment and not with a view to, or for sale
in  connection  with,  any  distribution  thereof; except that, in the case of a
legal  representative  of an Eligible Person, "distribution" shall be defined to
exclude  distribution  by  will  or  under the laws of descent and distribution.
Prior  to  issuing any shares of Stock pursuant to the exercise of an Award, the
Corporation  shall  take  such  steps  as  it  deems  necessary  to  satisfy any
withholding  tax  obligations  imposed  upon  it  by  any  level  of government.

14.     EXERCISE  IN  THE  EVENT  OF  DEATH  OF  TERMINATION  OR  EMPLOYMENT

(a)     If an Award holder shall die (i) while an employee of the Corporation or
a Subsidiary or within three months after termination of his employment with the
Corporation  or  a  Subsidiary  because  of  his  disability,  or  retirement or
otherwise,  his  Awards  may  be  exercised, to the extent that the Award holder
shall  have  been entitled to do so on the date of his death or such termination
of  employment  by  the person or persons to whom the Award holder's right under
the  Award  pass by will or applicable law, or if no such person has such right,
by  his  executors  or administrators, at any time, or from time to time. In the
event  of  termination  of  employment because of his death while an employee or
because of disability, his Awards may be exercised not later than the expiration
date  specified  in  Paragraph  5  or  one  year after the Award holder's death,
whichever  date is earlier, or in the event of termination of employment because
of  retirement  or  otherwise,  not  later than the expiration date specified in
Paragraph 5 hereof or one year after the Award holder's death, whichever date is
earlier.

(b)     If an Award holder's employment by the Corporation or a Subsidiary shall
terminate  because  of  his disability and such Award holder has not died within
the  following  three  months, he may exercise his Awards, to the extent that he
shall  have  been  entitled  to  do  so  at  the  date of the termination of his
employment, at any time, or from time to time, but not later than the expiration
date  specified  in  Paragraph  5  hereof  or  one  year  after  termination  of
employment,  whichever  date  is  earlier.

(c)     If  an  Award  holder's  employment  shall  terminate  by  reason of his
retirement in accordance with the terms of the Corporation's retirement plans or
with  the  consent  of the Board or the Committee or involuntarily other than by
termination  for  cause, and such Award holder had not died within the following
three  months,  he  may  exercise  his  Award  to  the extent he shall have been
entitled  to do so at the date of the termination of his employment, at any time
and  from  time  to  time,  but  not later than the expiration date specified in
Paragraph  5  hereof.

(d)     If  an Award holder's employment shall terminate for cause, all right to
exercise  his  Awards  shall  terminate  at  the  date  of  such  termination of
employment.

15.     CORPORATE  EVENTS

     In the event of the proposed dissolution or liquidation of the Corporation,
a  proposed sale of all or substantially all of the assets of the Corporation, a
merger  or  tender  for  the  Corporation's  shares  of  Stock, the Board or the
Committee  shall declare that each Award granted under this Plan shall terminate
as  of  a date to be fixed by the Board; provided that not less than thirty (30)
days  written notice of the date so fixed shall be given to each Eligible Person
holding an Award, and each such Eligible Person shall have the right, during the
period  of thirty (30) days preceding such termination, to exercise his Award as
to  all  or any part of the shares of Stock covered thereby, including shares of
Stock  as  to  which  such Award would not otherwise be exercisable. Nothing set
forth  herein  shall  extend the term set for purchasing the shares of Stock set
forth  in  the  Award.

16.     NO  GUARANTEE  OF  EMPLOYMENT

     Nothing  in  this Plan or in any writing granting an Award will confer upon
any Eligible Person the right to continue in the employ of the Eligible Person's
employer,  or  will  interfere  with  or  restrict  in  any way the right of the
Eligible Person's employer to discharge such Eligible Person at any time for any
reason  whatsoever,  with  or  without  cause.

17.     NONTRANSFERABILITY

     No Award granted under the Plan shall be transferable other than by will or
by  the  laws  of  descent  and  distribution.  During the lifetime of the Award
holder,  an  Award shall be exercisable only by him, or by his guardian or legal
representative.

18.     NO  RIGHTS  AS  STOCKHOLDER

     No  Award holder shall have any rights as a stockholder with respect to any
shares  subject  to  his  Award  prior  to  the  date  of  issuance  to him of a
certificate  or  certificates  for  such  shares.

19.     AMENDMENT  AND  DISCONTINUANCE  OF  PLAN

     The Board may amend, suspend or discontinue this Plan at any time. However,
no  such  action  may  prejudice the rights of any Eligible Person who has prior
thereto  been granted Awards under this Plan. Further, no amendment to this Plan
which  has  the effect of (a) increasing the aggregate number of shares of Stock
subject to this Plan (except for adjustments pursuant to Paragraph 3 herein), or
(b) changing the definition of Eligible Person under this Plan, may be effective
unless  and until approval of the stockholders of the Corporation is obtained in
the same manner as approval of this Plan is required. The Board is authorized to
seek  the  approval  of  the Corporation's stockholders for any other changes it
proposes  to  make  to this Plan which require such approval, however, the Board
may  modify  the  Plan  as  necessary, to effectuate the intent of the Plan as a
result  of  any  changes  in the tax, accounting or securities laws treatment of
Eligible  Persons  and  the  Plan,  subject  to the provisions set forth in this
Paragraph  19,  and  Paragraphs  20  and  21.

20.     COMPLIANCE  WITH  RULE  16B-3

     This  Plan  is  intended  to  comply in all respects with Rule 16b-3 ("Rule
16b-3") promulgated by the Securities and Exchange Commission under the Exchange
Act,  with respect to participants who are subject to Section 16 of the Exchange
Act,  and  any  provision(s)  herein that is/are contrary to Rule 16b-3 shall be
deemed  null  and  void to the extent appropriate by either the Committee or the
Board.

21.     COMPLIANCE  WITH  CODE

     The  aspects of this Plan dealing with ISOs are intended to comply in every
respect with Section 422 of the Code and the regulations promulgated thereunder.
in the event any future statute or regulation shall modify the existing stature,
the  aspects  of  this  Plan on ISOs shall be deemed to incorporate by reference
such  modification.  Any  stock  option  agreement  relating  to any ISO granted
pursuant  to  this  Plan  outstanding  and unexercised at the time any modifying
statute  or  regulation becomes effective shall also be deemed to incorporate by
reference  such modification and no notice of such modification need to be given
to  optionee.

     If  any  provision  of  the  aspects  of  this  Plan  dealing  with ISOs is
determined  to  disqualify  the  shares purchasable pursuant to the ISOs granted
under  this  Plan  from  the special tax treatment provided by Code Section 422,
such provision shall be deemed null and void and to incorporate by reference the
modification  required  to  qualify  the  shares  for  said  tax  treatment.

22.     COMPLIANCE  WITH  OTHER  LAWS  AND  REGULATIONS

     The  Plan, the grant and  exercise of Awards thereunder, and the obligation
of the Corporation to sell and deliver Stock under such Awards, shall be subject
to  all  applicable  federal  and state laws, rules, and regulations and to such
approvals  by  any government or regulatory agency as may be required. Moreover,
no  option  may  be  exercised  if its exercise or the receipt of Stock pursuant
thereto  would  be  contrary  to  applicable  laws.

23.     DISPOSITION  OF  SHARES

     In the event any share of Stock acquired by an exercise of an Award granted
under  the  Plan  shall  be  transferable  other  than by will or by the laws of
descent  and distribution within two years of the date such Award was granted or
within  one year after the transfer of such Stock pursuant to such exercise, the
Award  holder  shall  give  prompt  written  notice  thereof to the Board or the
Committee.

24.     NAME

     The  Plan  shall be known as the "ASIA PROPERTIES, INC. Stock Option Plan."

25.     NOTICES

     Any notice hereunder shall be in writing and sent by certified mail, return
receipt  requested  or  by  facsimile  transmission  (with electronic or written
confirmation  of receipt) and when addressed to the Corporation or to the Option
Committee  shall  be  sent  to  it  at  its office at 114 Magnolia Street, Suite
400-115,  Bellingham,  WA  98225  subject  to  the  right  of  either  party  to
designate  at any time hereafter in writing some other address, facsimile number
or  person  to  whose  attention  such  notice  shall  be  sent.

26.     HEADINGS

     The  headings  preceding  the text of Sections and subparagraphs hereof are
inserted solely for convenience of reference, and shall not constitute a part of
this  Plan  nor  shall  they  affect  its  meaning,  construction  or  effect.


27.     EFFECTIVE  DATE

     The  Plan,  was adopted by the Board on September 30, 1998. This date shall
be  the  effective  date  of  the  Plan.


ASIA  PROPERTIES,  INC.



By:  /s/ Daniel McKinney
        Daniel  Mckinney,  President  and  Director


By:
        Director


By:
        Director