# URANIUM
POWER CORPORATION
2002 STOCK OPTION PLAN

A.1.
Purposes of and  Benefits  Under the Plan.  This 2002 Stock  Option Plan (the Plan) is
intended to encourage stock ownership by employees, consultants, officers and
directors of Uranium Power Corporation and its controlled, affiliated and
subsidiary entities (collectively, the Corporation), so that they
may acquire or increase their proprietary interest in the Corporation, and is
intended to facilitate the Corporations efforts to: (i) induce qualified
persons to become employees, officers and directors (whether or not they are
employees) and consultants to the Corporation; (ii) compensate employees,
officers, directors and consultants for services to the Corporation; and (iii)
encourage such persons to remain in the employ of or associated with the
Corporation and to put forth maximum efforts for the success of the Corporation.
It is further intended that options granted by the Committee pursuant to Section
6 of this Plan shall constitute incentive stock options
(Incentive Stock Options) within the meaning of Section 422 of the
Internal Revenue Code, and the regulations issued thereunder, and options
granted by the Committee pursuant to Section 7 of this Plan shall constitute
non-qualified stock options (Non-qualified Stock
Options).

2.
Definitions. As used in this Plan, the following words and phrases shall
have the meanings indicated:

(a) Board shall mean
the Board of Directors of the Corporation.

(b) Committee shall
mean any Committee appointed by the Board to administer this Plan, if one has
been appointed. If no Committee has been appointed, the term
Committee shall mean the Board.

(c) Common Stock
shall mean the Corporations $.001 par value common stock.

(d) Disability shall
mean a Recipients inability to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or that has lasted or can be expected to last for
a continuous period of not less than 12 months. If the Recipient has a
disability insurance policy, the term Disability shall be as defined
therein.

(e) Fair Market
Value per share as of a particular date shall mean the last sale price of
the Corporations Common Stock as reported on a national securities
exchange or by NASDAQ, or if the quotation for the last sale reported is not
available for the Corporations Common Stock, the average of the closing
bid and asked prices of the Corporations Common Stock as so reported or,
if such quotations are unavailable, the value determined by the Committee in
accordance with its discretion in making a bona fide, good faith determination
of fair market value. Fair Market Value shall be determined without regard to
any restriction other than a restriction which, by its terms, never will lapse.
In the case of Options and Bonuses granted at a time when the Corporation does
not have a registration statement in effect relating to the shares issuable
hereunder, the value at which the Bonus shares are issued may be determined by
the Committee at a reasonable discount from Fair Market Value to reflect the
restricted nature of the shares to be issued and the inability of the Recipient
to sell those shares promptly.

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(f) Recipient means
any person granted an Option or awarded a Bonus hereunder.

(g) Internal Revenue
Code shall mean the United States Internal Revenue Code of 1986, as
amended from time to time (codified as Title 26 of the United States Code) and
any successor legislation.

3.
Administration.

(a) The Plan shall be
administered by the Committee. The Committee shall have the authority in its
discretion, subject to and not inconsistent with the express provisions of the
Plan, to administer the Plan and to exercise all the powers and authorities
either specifically conferred under the Plan or necessary or advisable in the
administration of the Plan, including the authority: to grant Options and
Bonuses; to determine the vesting schedule and other restrictions, if any,
relating to Options and Bonuses; to determine the purchase price of the shares
of Common Stock covered by each Option (the Option Price); to
determine the persons to whom, and the time or times at which, Options and
Bonuses shall be granted; to determine the number of shares to be covered by
each Option or Bonus; to determine Fair Market Value per share; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the Option agreements (which need
not be identical) entered into in connection with Options granted under the
Plan; and to make all other determinations deemed necessary or advisable for the
administration of the Plan. The Committee may delegate to one or more of its
members or to one or more agents such administrative duties as it may deem
advisable, and the Committee or any person to whom it has delegated duties as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.

(b) Options and Bonuses granted
under the Plan shall be evidenced by duly adopted resolutions of the Committee
included in the minutes of the meeting at which they are adopted or in a
unanimous written consent.

(c) The Committee shall endeavor
to administer the Plan and grant Options and Bonuses hereunder in a manner that
is compatible with the obligations of persons subject to Section 16 of the U.S.
Securities Exchange Act of 1934 (the 1934 Act), although compliance
with Section 16 is the obligation of the Recipient, not the Corporation. Neither
the Committee, the Board nor the Corporation can assume any legal responsibility
for a Recipients compliance with his obligations under Section 16 of the
1934 Act.

(d) No member of the Committee
or the Board shall be liable for any action taken or determination made in good
faith with respect to the Plan or any Option or Bonus granted
hereunder.

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4.
Eligibility.

(a) Subject to certain
limitations hereinafter set forth, Options and Bonuses may be granted to
employees (including officers) and consultants to and directors (whether or not
they are employees) of the Corporation or its present or future divisions,
affiliates and subsidiaries. In determining the persons to whom Options or
Bonuses shall be granted and the number of shares to be covered by each Option
or Bonus, the Committee shall take into account the duties of the respective
persons, their present and potential contributions to the success of the
Corporation, and such other factors as the Committee shall deem relevant to
accomplish the purposes of the Plan.

(b) A Recipient shall be
eligible to receive more than one grant of an Option or Bonus during the term of
the Plan, on the terms and subject to the restrictions herein set
forth.

5.
Stock Reserved.

(a) The stock subject to Options
or Bonuses hereunder shall be shares of Common Stock. Such shares, in whole or
in part, may be authorized but unissued shares or shares that shall have been or
that may be reacquired by the Corporation. The aggregate number of shares of
Common Stock as to which Options and Bonuses may be granted from time to time
under the Plan shall not exceed 2,000,000, subject to adjustment as provided in
Section 8(i) hereof.

(b) If any Option outstanding
under the Plan for any reason expires or is terminated without having been
exercised in full, or if any Bonus granted is forfeited because of vesting or
other restrictions imposed at the time of grant, the shares of Common Stock
allocable to the unexercised portion of such Option or the forfeited portion of
the Bonus shall become available for subsequent grants of Options and Bonuses
under the Plan.

6.
Incentive Stock Options.

(a) Options granted pursuant to
this Section 6 are intended to constitute Incentive Stock Options and shall be
subject to the following special terms and conditions, in addition to the
general terms and conditions specified in Section 8 hereof. Only employees of
the Corporation shall be entitled to receive Incentive Stock Options.

(b) The aggregate Fair Market
Value (determined as of the date the Incentive Stock Option is granted) of the
shares of Common Stock with respect to which Incentive Stock Options granted
under this and any other plan of the Corporation or any parent or subsidiary of
the Corporation are exercisable for the first time by a Recipient during any
calendar year may not exceed the amount set forth in Section 422(d) of the
Internal Revenue Code.

(c) Incentive Stock Options
granted under this Plan are intended to satisfy all requirements for incentive
stock options under Section 422 of the Internal Revenue Code and the Treasury
Regulations promulgated thereunder and, notwithstanding any other provision of
this Plan, the Plan and all Incentive Stock Options granted under it shall be so
construed, and all contrary provisions shall be so limited in scope and effect
and, to the extent they cannot be so limited, they shall be void.

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7.
Non-qualified Stock Options. Options granted pursuant to this Section 7
are intended to constitute Non-qualified Stock Options and shall be subject only
to the general terms and conditions specified in Section 8 hereof.

8.
Terms and Conditions of Options. Each Option granted pursuant to the Plan
shall be evidenced by a written Option agreement between the Corporation and the
Recipient, which agreement shall be substantially in the form of Exhibit
A hereto as modified from time to time by the Committee in its discretion,
and which shall comply with and be subject to the following terms and
conditions:

(a) Number of Shares.
Each Option agreement shall state the number of shares of Common Stock covered
by the Option.

(b) Type of Option. Each
Option Agreement shall specifically identify the portion, if any, of the Option
which constitutes an Incentive Stock Option and the portion, if any, which
constitutes a Non-qualified Stock Option.

(c) Option Price. Subject
to adjustment as provided in Section 8 (i) hereof, each Option agreement shall
state the Option Price, which shall be determined by the Committee subject only
to the following restrictions:

(1) Each Option Agreement shall state the Option Price, which (except as
otherwise set forth in paragraphs 8(c)(2) and (3) hereof) shall not be less than
100% of the Fair Market Value per share on the date of grant of the
Option.

(2) Any Incentive Stock Option granted under the Plan to a person owning more
than ten percent of the total combined voting power of the Common Stock shall be
at a price of no less than 110% of the Fair Market Value per share on the date
of grant of the Incentive Stock Option.

(3) Any Non-qualified Stock Option granted under the Plan shall be at a price
determined and specified by the Board, which price may be an amount less than
the Fair Market Value per share on the date of grant of the Non-qualified Stock
Option.

(4) The date on which the Committee adopts a resolution expressly granting an
Option shall be considered the day on which such option is granted, unless a
future date is specified in the resolution.

(d) Term of Option. Each
Option agreement shall state the period during and times at which the Option
shall be exercisable, in accordance with the following limitations:

(1) The date on which the Committee adopts a resolution expressly granting an
Option shall be considered the day on which such Option is granted, unless a
future date is specified in the resolution, although any such grant shall not be
effective until the Recipient has executed an Option agreement with respect to
such Option.

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(2) The exercise period of any Option shall not exceed ten years from the date
of grant of the Option.

(3) Incentive Stock Options granted to a person owning more than ten percent of
the total combined voting power of the Common Stock of the Corporation shall be
for no more than five years.

(4) The Committee shall have the authority to accelerate or extend the
exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate. In any event, no
exercise period may be so extended to increase the term of the Option beyond ten
years from the date of the grant.

(5) The exercise period shall be subject to earlier termination as provided in
Sections 8(f) and 8(g) hereof, and, furthermore, shall be terminated upon
surrender of the Option by the holder thereof if such surrender has been
authorized in advance by the Committee.

(e) Method of Exercise and
Medium and Time of Payment.

(1) An Option may be exercised as to any or all whole shares of Common Stock as
to which it then is exercisable, provided, however, that no Option may be
exercised as to less than 100 shares (or such number of shares as to which the
Option is then exercisable if such number of shares is less than
100).

(2) Each exercise of an Option granted hereunder, whether in whole or in part,
shall be effected by written notice to the Secretary of the Corporation
designating the number of shares as to which the Option is being exercised, and
shall be accompanied by payment in full of the Option Price for the number of
shares so designated, together with any written statements required by, or
deemed by the Corporations counsel to be advisable pursuant to, any
applicable securities laws.

(3) The Option Price shall be paid in cash, or in shares of Common Stock having
a Fair Market Value equal to such Option Price, or in property or in a
combination of cash, shares and property and, subject to approval of the
Committee, may be effected in whole or in part with funds received from the
Corporation at the time of exercise as a compensatory cash payment.

(4) The Committee shall have the sole and absolute discretion to determine
whether or not property other than cash or Common Stock may be used to purchase
the shares of Common Stock hereunder and, if so, to determine the value of the
property received.

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(5) The Recipient shall make provision for the withholding of taxes as required
by Section 10 hereof.

(f)
Termination.

(1) Unless otherwise provided in the Option Agreement by and between the
Corporation and the Recipient, if the Recipient ceases to be an employee,
officer, director or consultant of the Corporation (other than by reason of
death, Disability or retirement), all Options theretofore granted to such
Recipient but not theretofore exercised shall terminate three months following
the date the Recipient ceased to be an employee, officer, director or consultant
of the Corporation, and shall terminate upon the date of termination of
employment or other relationship if discharged for cause.

(2) Nothing in the Plan or in any Option or Bonus granted hereunder shall confer
upon an individual any right to continue in the employ of or other relationship
with the Corporation or interfere in any way with the right of the Corporation
to terminate such employment or other relationship between the individual and
the Corporation.

(g) Death, Disability or
Retirement of Recipient. Unless otherwise provided in the Option Agreement
by and between the Corporation and the Recipient, if a Recipient shall die while
an employee, officer, director or consultant of the Corporation, or within
ninety days after the termination of such Recipient as an employee, officer,
director or consultant, other than termination for cause, or if the
Recipients relationship with the Corporation shall terminate by reason of
Disability or retirement, all Options theretofore granted to such Recipient
(whether or not otherwise exercisable) unless earlier terminated in accordance
with their terms, may be exercised by the Recipient or by the Recipients
estate or by a person who acquired the right to exercise such Options by bequest
or inheritance or otherwise by reason of the death or Disability of the
Recipient, at any time within one year after the date of death, Disability or
retirement of the Recipient; provided, however, that in the case of Incentive
Stock Options such one-year period shall be limited to three months in the case
of retirement.

(h) Transferability
Restriction.

(1) Options granted under the Plan shall not be transferable other than by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code or Title I of the
Employee Retirement Income Security Act of 1974, or the rules thereunder.
Options may be exercised during the lifetime of the Recipient only by the
Recipient and thereafter only by his legal representative.

(2) Any attempted sale, pledge, assignment, hypothecation or other transfer of
an Option contrary to the provisions hereof and/or the levy of any execution,
attachment or similar process upon an Option, shall be null and void and without
force or effect and shall result in a termination of the Option.

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(3) (A) As a condition to the transfer of any shares of Common Stock issued upon
exercise of an Option granted under this Plan, the Corporation may require an
opinion of counsel, satisfactory to the Corporation, to the effect that such
transfer will not be in violation of the U.S. Securities Act of 1933, as amended
(the 1933 Act) or any other applicable securities laws or that such
transfer has been registered under federal and all applicable state securities
laws. (B) Further, the Corporation shall be authorized to refrain from
delivering or transferring shares of Common Stock issued under this Plan until
the Committee determines that such delivery or transfer will not violate
applicable securities laws and the Recipient has tendered to the Corporation any
federal, state or local tax owed by the Recipient as a result of exercising the
Option or disposing of any Common Stock when the Corporation has a legal
liability to satisfy such tax. (C) The Corporation shall not be liable for
damages due to delay in the delivery or issuance of any stock certificate for
any reason whatsoever, including, but not limited to, a delay caused by listing
requirements of any securities exchange or any registration requirements under
the 1933 Act, the 1934 Act, or under any other state, federal or provincial law,
rule or regulation. (D) The Corporation is under no obligation to take any
action or incur any expense in order to register or qualify the delivery or
transfer of shares of Common Stock under applicable securities laws or to
perfect any exemption from such registration or qualification. (E) Furthermore,
the Corporation will not be liable to any Recipient for failure to deliver or
transfer shares of Common Stock if such failure is based upon the provisions of
this paragraph.

(i) Effect of Certain
Changes.

(1) If there is any change in the number of shares of outstanding Common Stock
through the declaration of stock dividends, or through a recapitalization
resulting in stock splits or combinations or exchanges of such shares, the
number of shares of Common Stock available for Options and the number of such
shares covered by outstanding Options, and the exercise price per share of the
outstanding Options, shall be proportionately adjusted by the Committee to
reflect any increase or decrease in the number of issued shares of Common Stock;
provided, however, that any fractional shares resulting from such adjustment
shall be eliminated.

(2) In the event of the proposed dissolution or liquidation of the Corporation,
or any corporate separation or division, including, but not limited to,
split-up, split-off or spin-off, or a merger or consolidation of the Corporation
with another corporation, the Committee may provide that the holder of each
Option then exercisable shall have the right to exercise such Option (at its
then current Option Price) solely for the kind and amount of shares of stock and
other securities, property, cash or any combination thereof receivable upon such
dissolution, liquidation, corporate separation or division, or merger or
consolidation by a holder of the number of shares of Common Stock for which such
Option might have been exercised immediately prior to such dissolution,
liquidation, corporate separation or division, or merger or consolidation; or,
in the alternative the Committee may provide that each Option granted under the
Plan shall terminate as of a date fixed by the Committee; provided, however,
that not less than 30 days written notice of the date so fixed shall be
given to each Recipient, who shall have the right, during the period of 30 days
preceding such termination, to exercise the Option as to all or any part of the
shares of Common Stock covered thereby, including shares as to which such Option
would not otherwise be exercisable.

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(3) Paragraph 2 of this Section 8 (i) shall not apply to a merger or
consolidation in which the Corporation is the surviving corporation and shares
of Common Stock are not converted into or exchanged for stock, securities of any
other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Corporation in which the Corporation is the surviving
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (excluding a change in par value, or from no par value to par value, or
any change as a result of a subdivision or combination, but including any change
in such shares into two or more classes or series of shares), the Committee may
provide that the holder of each Option then exercisable shall have the right to
exercise such Option solely for the kind and amount of shares of stock and other
securities (including those of any new direct or indirect parent of the
Corporation), property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by the holder of the number of
shares of Common Stock for which such Option might have been
exercised.

(4) In the event of a change in the Common Stock of the Corporation as presently
constituted into the same number of shares with a different par value, the
shares resulting from any such change shall be deemed to be the Common Stock of
the Corporation within the meaning of the Plan.

(5) To the extent that the foregoing adjustments relate to stock or securities
of the Corporation, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive, provided
that each Incentive Stock Option granted pursuant to this Plan shall not be
adjusted in a manner that causes such option to fail to continue to qualify as
an Incentive Stock Option within the meaning of Section 422 of the Internal
Revenue Code.

(6) Except as expressly provided in this Section 8(i), the Recipient shall have
no rights by reason of any subdivision or consolidation of shares of stock of
any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common Stock subject to an Option. The
grant of an Option pursuant to the Plan shall not affect in any way the right or
power of the Corporation to make adjustments, reclassifications, reorganizations
or changes of its capital or business structures, or to merge or consolidate, or
to dissolve, liquidate, or sell or transfer all or any part of its business or
assets.

(j) No Rights as Shareholder
- Non-Distributive Intent.

(1) Neither a Recipient of an Option nor such Recipients legal
representative, heir, legatee or distributee, shall be deemed to be the holder
of, or to have any rights of a holder with respect to, any shares subject to
such Option until after the Option is exercised and the shares are
issued.

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(2) No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Section 8(i) hereof.

(3) Upon exercise of an Option at a time when there is no registration statement
in effect under the 1933 Act relating to the shares issuable upon exercise,
shares may be issued to the Recipient only if the Recipient represents and
warrants in writing to the Corporation that the shares purchased are being
acquired for investment and not with a view to the distribution thereof and
provides the Corporation with sufficient information to establish an exemption
from the registration requirements of the 1933 Act. A form of subscription
agreement containing representations and warranties deemed sufficient as of the
date of adoption of this Plan is attached hereto as Exhibit B.

(4) No shares shall be issued upon the exercise of an Option unless and until
there shall have been compliance with any then applicable requirements of the
U.S. Securities and Exchange Commission or any other regulatory agencies having
jurisdiction over the Corporation.

(k) Other Provisions.
Option Agreements authorized under the Plan may contain such other provisions,
including, without limitation, (i) the imposition of restrictions upon the
exercise, and (ii) in the case of an Incentive Stock Option, the inclusion of
any condition not inconsistent with such Option qualifying as an Incentive Stock
Option, as the Committee shall deem advisable.

9.
Grant of Stock Bonuses. In addition to, or in lieu of, the grant of an
Option, the Committee may grant Bonuses.

(a) At the time of grant of a
Bonus, the Committee may impose a vesting period of up to ten years, and such
other restrictions which it deems appropriate. Unless otherwise directed by the
Committee at the time of grant of a Bonus, the Recipient shall be considered a
shareholder of the Corporation as to the Bonus shares which have vested in the
grantee at any time regardless of any forfeiture provisions which have not yet
arisen.

(b) The grant of a Bonus and the
issuance and delivery of shares of Common Stock pursuant thereto shall be
subject to approval by the Corporations counsel of all legal matters in
connection therewith, including compliance with the requirements of the 1933
Act, the 1934 Act, other applicable securities laws, rules and regulations, and
the requirements of any stock exchanges upon which the Common Stock then may be
listed. Any certificates prepared to evidence Common Stock issued pursuant to a
Bonus grant shall bear legends as the Corporations counsel may seem
necessary or advisable. Included among the foregoing requirements, but without
limitation, any Recipient of a Bonus at a time when a registration statement
relating thereto is not effective under the 1933 Act shall execute a
Subscription Agreement substantially in the form of Exhibit B.

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10.
Agreement by Recipient Regarding Withholding Taxes. Each Recipient agrees
that the Corporation, to the extent permitted or required by law, shall deduct a
sufficient number of shares due to the Recipient upon exercise of the Option or
the grant of a Bonus to allow the Corporation to pay federal, provincial, state
and local taxes of any kind required by law to be withheld upon the exercise of
such Option or payment of such Bonus from any payment of any kind otherwise due
to the Recipient. The Corporation shall not be obligated to advise any Recipient
of the existence of any tax or the amount which the Corporation will be so
required to withhold.

11.
Term of Plan. Options and Bonuses may be granted under this Plan from
time to time within a period of ten years from the date the Plan is adopted by
the Board.

12.
Amendment and Termination of the Plan.

(a)(1) Subject to the policies,
rules and regulations of any lawful authority having jurisdiction (including any
exchange with which the shares of the Corporation are listed for trading), the
Board of Directors may at any time, without further action by the shareholders,
amend the Plan or any Option granted hereunder in such respects as it may
consider advisable and, without limiting the generality of the foregoing, it may
do so to ensure that Options granted hereunder will comply with any provisions
respecting stock options in the income tax and other laws in force in any
country or jurisdiction of which any Option holders may from time to time be a
resident or citizen, or it may at any time without action by shareholders
terminate the Plan.

(2) provided, however, that any amendment that would: (A) materially increase
the number of securities issuable under the Plan to persons who are subject to
Section 16(a) of the 1934 Act; or (B) grant eligibility to a class of persons
who are subject to Section 16(a) of the 1934 Act and are not included within the
terms of the Plan prior to the amendment; or (C) materially increase the
benefits accruing to persons who are subject to Section 16(a) of the 1934 Act
under the Plan; or (D) require shareholder approval under applicable state law,
the rules and regulations of any national securities exchange on which the
Corporations securities then may be listed, the Internal Revenue Code or
any other applicable law, shall be subject to the approval of the shareholders
of the Corporation as provided in Section 13 hereof.

(3) provided further that any such increase or modification that may result from
adjustments authorized by Section 8(i) hereof or which are required for
compliance with the 1934 Act, the Internal Revenue Code, the Employee Retirement
Income Security Act of 1974, their rules or other laws or judicial order, shall
not require such approval of the shareholders.

(b) Except as provided in
Section 8 hereof, no suspension, termination, modification or amendment of the
Plan may adversely affect any Option previously granted, unless the written
consent of the Recipient is obtained.

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13.
Approval of Shareholders. The Plan shall take effect upon its adoption by
the Board but shall be subject to approval at a duly called and held meeting of
stockholders in conformance with the vote required by the Corporations
governing documents, resolution of the Board, any other applicable law and the
rules and regulations thereunder, or the rules and regulations of any national
securities exchange upon which the Corporations Common Stock is listed and
traded, each to the extent applicable.

14.
Termination of Right of Action. Every right of action arising out of or
in connection with the Plan by or on behalf of the Corporation or any of its
subsidiaries, or by any shareholder of the Corporation or any of its
subsidiaries against any past, present or future member of the Board, or against
any employee, or by an employee (past, present or future) against the
Corporation or any of its subsidiaries, will, irrespective of the place where an
action may be brought and irrespective of the place of residence of any such
shareholder, director or employee, cease and be barred by the expiration of
three years from the date of the act or omission in respect of which such right
of action is alleged to have risen.

15.
Tax Litigation. The Corporation shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and which
the Board believes to be important to holders of Options issued under the Plan
and to conduct any such contest or any litigation arising therefrom to a final
decision.

16.
Adoption.

(a) This Plan was approved by
resolution of the Board of Directors of the Corporation on _______________ ____,
2002.

(b) If this Plan is not approved
by the shareholders of the Corporation within 12 months of the date the Plan was
approved by the Board as required by Section 422(b)(1) of the Internal Revenue
Code, this Plan and any Options granted hereunder to Recipients shall be and
remain effective, but the reference to Incentive Stock Options herein shall be
deleted and all Options granted hereunder shall be Non-qualified Stock Options
pursuant to Section 7 hereof.

[End of Plan]

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Exhibit A

FORM
OF STOCK OPTION AGREEMENT

STOCK
OPTION AGREEMENT made as of this ___ day of ____________, ______, by and between
Uranium Power Corporation, a Colorado corporation (the Corporation),
and ________________ __________________________ (the Recipient).

In
accordance with the Corporations 2002 Stock Option Plan (the
Plan), the provisions of which are incorporated herein by reference,
the Corporation desires, in connection with the services of the Recipient, to
provide the Recipient with an opportunity to acquire shares of the
Corporations $.001 par value common stock (Common Stock) on
favorable terms and thereby increase the Recipients proprietary interest
in the Corporation and incentive to put forth maximum efforts for the success of
the business of the Corporation. Capitalized terms used but not defined herein
are used as defined in the Plan.

NOW,
THEREFORE, in consideration of the premises and mutual covenants herein set
forth and other good and valuable consideration, the Corporation and the
Recipient agree as follows:

1.
Confirmation  of Grant of Option.  Pursuant to a  determination  of the  Committee or, in the absence of a
Committee, by the Board of Directors of the Corporation made on ___________,
_____ (the Date of Grant), the Corporation, subject to the terms of
the Plan and of this Agreement, confirms that the Recipient has been irrevocably
granted on the Date of Grant, as a matter of separate inducement and agreement,
and in addition to and not in lieu of salary or other compensation for services,
a Stock Option (the Option) exercisable to purchase an aggregate of
______ shares of Common Stock on the terms and conditions herein set forth,
subject to adjustment as provided in Paragraph 8 hereof.

2.
Option Price. The Option Price of shares of Common Stock covered by the
Option will be $_____ per share (the Option Price) subject to
adjustment as provided in Paragraph 8 hereof.

3.
Vesting and Exercise of Option. (a) Except as otherwise provided herein
or in Section 8 of the Plan, the Option [shall vest and become exercisable as
follows: (insert vesting schedule), provided, however, that no option shall vest
or become exercisable unless the Recipient is an employee of the Corporation on
such vesting date/or may be exercised in whole or in part at any time during the
term of the Option.] (b) The Option may not be exercised at any one time as to
fewer than 100 shares (or such number of shares as to which the Option is then
exercisable if such number of shares is less than 100). (c) The Option may be
exercised by written notice to the Secretary of the Corporation accompanied by
payment in full of the Option Price as provided in Section 8 of the
Plan.

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4.
Term of Option. The term of the Option will be through __________, ____,
subject to earlier termination or cancellation as provided in this Agreement.
The holder of the Option will not have any rights to dividends or any other
rights of a shareholder with respect to any shares of Common Stock subject to
the Option until such shares shall have been issued (as evidenced by the
appropriate transfer agent of the Corporation) upon purchase of such shares
through exercise of the Option.

5.
Transferability  Restriction.  The Option may not be assigned,  transferred  or otherwise  disposed of, or
pledged or hypothecated in any way (whether by operation of law or otherwise)
except in strict compliance with Section 8 of the Plan. Any assignment,
transfer, pledge, hypothecation or other disposition of the Option or any
attempt to make any levy of execution, attachment or other process will cause
the Option to terminate immediately upon the happening of any such event;
provided, however, that any such termination of the Option under the provisions
of this Paragraph 5 will not prejudice any rights or remedies which the
Corporation may have under this Agreement or otherwise.

6.
Exercise Upon Termination. The Recipients rights to exercise this
Option upon termination of employment or cessation of service as an officer,
director or consultant shall be as set forth in Section 8(f) of the
Plan.

7.
Death, Disability or Retirement of Recipient. The exercisability of this
Option upon the death, Disability or retirement of the Recipient shall be as set
forth in Section 8(g) of the Plan.

8.
Adjustments. The Option shall be subject to adjustment upon the
occurrence of certain events as set forth in Section 8(i) of the
Plan.

9.
No Registration Obligation. The Recipient understands that the Option is
not registered under the 1933 Act and, unless by separate written agreement, the
Corporation has no obligation to so register the Option or any of the shares of
Common Stock subject to and issuable upon the exercise of the Option, although
it may from time to time register under the 1933 Act the shares issuable upon
exercise of Options granted pursuant to the Plan. The Recipient represents that
the Option is being acquired for the Recipients own account and that
unless registered by the Corporation, the shares of Common Stock issued on
exercise of the Option will be acquired by the Recipient for investment. The
Recipient understands that the Option is, and the underlying securities may be,
issued to the Recipient in reliance upon exemptions from the 1933 Act, and
acknowledges and agrees that all certificates for the shares issued upon
exercise of the Option may bear the following legend unless such shares are
registered under the 1933 Act prior to their issuance:

| | The
shares represented by this Certificate have not been registered under the
Securities Act of 1933 (the 1933 Act), and are restricted
securities as that term is defined in Rule 144 under the 1933 Act. The
shares may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the 1933 Act or pursuant
to an exemption from registration under the 1933 Act, the availability of which
is to be established to the satisfaction of the Company.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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The
Recipient further understands and agrees that the Option may be exercised only
if at the time of such exercise the underlying shares are registered and/or the
Recipient and the Corporation are able to establish the existence of an
exemption from registration under the 1933 Act and applicable state or other
laws.

10.
Notices. Each notice relating to this Agreement will be in writing and
delivered in person or by certified mail to the proper address. Notices to the
Corporation shall be addressed to the Corporation, attention: Thornton
Donaldson, President, at such address as may constitute the Corporations
principal place of business at the time, with a copy to: Theresa M. Mehringer,
Esq., Perkins Coie, LLP, 1899 Wynkoop Street, Suite 700, Denver, Colorado 80202.
Notices to the Recipient or other person or persons then entitled to exercise
the Option shall be addressed to the Recipient or such other person or persons
at the Recipients address below specified. Anyone to whom a notice may be
given under this Agreement may designate a new address by notice to that effect
given pursuant to this Paragraph 10.

11.
Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the Corporations counsel of all legal matters in connection therewith,
including compliance with the requirements of the 1933 Act, the Securities
Exchange Act of 1934, as amended, applicable state and other securities laws,
the rules and regulations thereunder, and the requirements of any national
securities exchange(s) upon which the Common Stock then may be
listed.

12.
Benefits of Agreement. This Agreement will inure to the benefit of and be
binding upon each successor and assignee of the Corporation. All obligations
imposed upon the Recipient and all rights granted to the Corporation under this
Agreement will be binding upon the Recipients heirs, legal representatives
and successors.

13.
Effect of Governmental and Other Regulations. The exercise of the Option
and the Corporations obligation to sell and deliver shares upon the
exercise of the Option are subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency which may, in the opinion of counsel for the Corporation, be
required.

14.
Plan Governs. In the event that any provision in this Agreement conflicts
with a provision in the Plan, the provision of the Plan shall govern.

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Executed
in the name and on behalf of the Corporation by one of its duly authorized
officers and by the Recipient all as of the date first above written.

URANIUM POWER CORPORATION
Date ______________, _______
        
                
        
                
        
                
        
                
By:
        
                
        
                
        
                
        
                
        Thornton Donaldson, President

The
undersigned Recipient has read and understands the terms of this Option
Agreement and the attached Plan and hereby agrees to comply
therewith.

Date: ______________, ______

| | Signature of Recipient
Tax ID Number:
Address:
| | ----------------------------------------------

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Exhibit B

SUBSCRIPTION
AGREEMENT

THE SECURITIES BEING
ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 OR ANY OTHER LAWS AND ARE OFFERED UNDER EXEMPTIONS FROM THE
REGISTRATION PROVISIONS OF SUCH LAWS. THESE SECURITIES CANNOT BE SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE
RESTRICTIONS ON TRANSFER CONTAINED IN THIS STOCK SUBSCRIPTION AGREEMENT AND
APPLICABLE SECURITIES LAWS.

This
Subscription Agreement is entered for the purpose of the undersigned acquiring
_____________ shares of the $.001 par value common stock (the
Securities) of Uranium Power Corporation, a Colorado corporation
(the Corporation) from the Corporation as a Bonus or pursuant to
exercise of an Option granted pursuant to the Corporations 2002 Stock
Option Plan (the Plan). All capitalized terms not otherwise defined
herein shall be as defined in the Plan.

It
is understood that no grant of any Bonus or exercise of any Option at a time
when no registration statement relating thereto is effective under the U.S.
Securities Act of 1933, as amended (the 1933 Act) can be completed
until the undersigned executes this Subscription Agreement and delivers it to
the Corporation, and that such grant or exercise is effective only in accordance
with the terms of the Plan and this Subscription Agreement.

In
connection with the undersigneds acquisition of the Securities, the
undersigned represents and warrants to the Corporation as follows:

1.
The undersigned has been provided with, and has reviewed the Plan, and such
other information as the undersigned may have requested of the Corporation
regarding its business, operations, management, and financial condition (all of
which is referred to herein as the Available
Information).

2.
The Corporation has given the undersigned the opportunity to ask questions of
and to receive answers from persons acting on the Corporations behalf
concerning the terms and conditions of this transaction and the opportunity to
obtain any additional information regarding the Corporation, its business and
financial condition or to verify the accuracy of the Available Information which
the Corporation possesses or can acquire without unreasonable effort or
expense.

3.
The Securities are being acquired by the undersigned for the undersigneds
own account and not on behalf of any other person or entity.

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4.
The undersigned understands that the Securities being acquired hereby have not
been registered under the 1933 Act or any state or foreign securities laws, and
are, and unless registered will continue to be, restricted securities within the
meaning of Rule 144 of the General Rules and Regulations under the 1933 Act and
other statutes, and the undersigned consents to the placement of appropriate
restrictive legends on any certificates evidencing the Securities and any
certificates issued in replacement or exchange therefor and acknowledges that
the Corporation will cause its stock transfer records to note such
restrictions.

5.
By the undersigneds execution below, it is acknowledged and understood
that the Corporation is relying upon the accuracy and completeness hereof in
complying with certain obligations under applicable securities laws.

6.
This Agreement binds and inures to the benefit of the representatives,
successors and permitted assigns of the respective parties hereto.

7.
The undersigned acknowledges that the grant of any Bonus or Option and the
issuance and delivery of shares of Common Stock pursuant thereto shall be
subject to prior approval by the Corporations counsel of all legal matters
in connection therewith, including compliance with the requirements of the 1933
Act and other applicable securities laws, the rules and regulations thereunder,
and the requirements of any national securities exchange(s) upon which the
Common Stock then may be listed.

8.
The undersigned acknowledges and agrees that the Corporation has withheld
___________ shares for the payment of taxes as a result of the grant of the
Bonus or the exercise of an Option.

9.
The Plan is incorporated herein by reference. In the event that any provision in
this Agreement conflicts with ANY provision in the Plan, the provisions of the
Plan shall govern.

Date: ______________, ______

| | Signature of Recipient
Tax ID Number:
Address:
| | ----------------------------------------------

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