EWRX INTERNET SYSTEMS INC.
                                Stock Option Plan


                               ARTICLE I - GENERAL

     1.01. Purpose. The purposes of this Stock Option Plan (the "Plan") are to:
(1) closely associate the interests of the management of EWRX Internet Systems
Inc. and its Subsidiaries and Affiliates (collectively referred to as the
"Company") with the shareholders by reinforcing the relationship between
participants' rewards and shareholder gains; recognizing that such persons will
be largely responsible for the future growth and success of the Company, (2)
provide management with an equity ownership in the Company commensurate with
Company performance, as reflected in increased shareholder value; (3) maintain
competitive compensation levels; (4) provide an incentive to directors,
management and other key employees for continuous employment with the Company
and (5) provide alternative types of stock options: incentive stock options
("ISO") and Non-Qualified stock options ("NQO"). ISO's are intended to have the
rights and limitations set forth in Internal Revenue Code ss. 422.

     1.02. Administration. (a) The Plan shall be administered by a Compensation
Committee appointed by the Board of Directors of the Company (the "Committee"),
as constituted from time to time.

     (b)  The Committee shall have the authority, in its sole discretion and
          from time to time to:

          (i)  designate the individuals eligible to participate in the Plan;

          (ii) grant awards provided in the Plan in such form and amount as the
               Committee shall determine;

          (iii) impose the price at which the option may be exercised and such
               limitations, restrictions and conditions upon any such award as
               the Committee shall deem appropriate; and

          (iv) interpret the Plan, adopt, amend and rescind rules and
               regulations relating to the Plan, and make all other
               determinations and take all other action necessary or advisable
               for the implementation and administration of the Plan.

     (c)  Decisions and determinations of the Committee on all matters relating
          to the Plan shall be in its sole discretion and shall be conclusive.

     (d)  An option granted hereunder shall be clearly identified as an ISO or
          NQO.

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     (e)  Notwithstanding the foregoing provisions, nothing herein shall be
          deemed to prohibit (i) the full Board of Directors from approving
          grants of options, or (ii) a majority of voting shareholders of the
          Company from approving or ratifying grants of options at a duly called
          meeting (in the case of ratfication, held no later than the date of
          the next annual meeting of shareholders). It is the intention of this
          paragraph to permit grants of options under this Plan to have the full
          benefit of the provisions of Rule 16b-3 under the Securities Exchange
          Act of 1934, as applicable.

     1.03. Eligibility for Participation. Participants in the Plan shall be
selected by the Committee from the directors, officers, managers, and other key
employees of the Company who occupy responsible managerial or professional
positions, may also include outside consultants, all of whom have the capability
of making a substantial contribution to the success of the Company. In making
this selection and in determining the form and amount of awards, the Committee
shall consider any factors deemed relevant, including the individual's
functions, responsibilities, value of services to the Company and past and
potential contributions to the Company's profitability and sound growth. Only
employees of the Company may receive ISO's.

     1.04. Types of Awards Under Plan. Awards under the Plan may be in for the
form of any one or more of the following:

          (i)  Non-Qualified Stock Options, as described in Article II; and

          (ii) Incentive Stock Options, as described in Article III.

     1.05. Aggregate Limitation on Awards.

          (a) Shares of stock which may be issued under the Plan shall be
authorized and unissued or treasury shares of the Company's Common Stock
("Common Stock"). The maximum number of shares of Common Stock, which may be
issued under the Plan, shall be 1,584,360 shares, subject to increases approved
by the shareholders of the Company.

          (b) Any shares of Common Stock subject to a Non-Qualified Stock Option
or Incentive Stock Option which for any reason is terminated unexercised or
expires shall again be available for issuance under the Plan.

     1.06 Effective Date and Term of Plan.

          (a) The Plan shall become effective on the date approved by the
holders of a majority of the shares of Common Stock present in person or by
proxy and entitled to vote at duly called meeting of Shareholders of the Company
to be called to consider and vote upon the Plan.

          (b) No awards shall be made under the Plan after the last day of the
Company's fiscal year ending in 2008 provided, however, that the Plan and all
awards made under the Plan prior to such date shall remain in effect until such
awards have been satisfied or terminated in accordance with the Plan and the
terms of such awards.

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                     ARTICLE II -NON-QUALIFIED STOCK OPTIONS

     2.01. Award of Non-Qualified Stock Options. The Committee may from time to
time, and subject to the provisions of the Plan and such other terms and
conditions as the Committee may prescribe, grant to any participant in the Plan
one or more options to purchase for cash the number of shares of Common Stock
("NQO") allocated by the Committee. The date an NQO is granted shall mean the
date selected by the Committee as of which the Committee allocates a specific
number of shares to a participant pursuant to the Plan.

     2.02. Stock Option Agreements. The grant of an NQO shall be evidenced by a
written Stock Option Agreement, executed by the Company and the holder of
options (the "Optionee"), stating the number of shares of Common Stock subject
to the Stock Option evidenced thereby, and in such form as the Committee may
from time to time determine.

     2.03. Stock Option Price. The option price per share of Common Stock
deliverable upon the exercise of an NQO shall be set by the Board of Directors
based on Fair Market Value at the time options are granted by the Board of
Directors.

     2.04. Term and Exercise. Each NQO shall be fully exercisable for a period
designated by the Committee not to exceed five years from the date of grant
thereof (the "option term"). No NQO shall be exercisable after the expiration of
its option term.

     2.05. Manner of Payment. Each Stock Option Agreement shall set forth the
procedure governing the exercise of the Stock Option granted thereunder, and
shall provide that, upon such exercise in respect of any shares of Common Stock
subject thereto, the Optionee shall pay to the Company, in full, the option
price for such shares with cash or good funds.

     2.06. Delivery of Stock Certificates. As soon as practicable after receipt
of cash payment or good funds as full payment, the Company shall deliver to the
Optionee a certificate or certificates for such shares of Common Stock. The
Optionee shall become a shareholder of the Company with respect to Common Stock
represented by share certificates so issued and as such shall be fully entitled
to receive dividends, to vote and to exercise all other rights of a shareholder.

     2.07. Death of Optionee.

(a) Upon the death of an Optionee, any rights which have become exercisable on
or before the date of death may be exercised by the Optionee's estate, or by a
person who acquires the right to exercise such Stock Option by bequest or
inheritance following the death of the Optionee, provided that such exercise
occurs within both the remaining effective term of the Stock Option and one year
after the Optionee's death.

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(b) The provisions of this Section shall apply notwithstanding the fact that the
Optionee's employment may have terminated prior to death, but only to the extent
of any rights which were exercisable on the date of death.

     2.08. Retirement or Disability. Upon termination of the Optionee's
employment by reason of retirement or permanent disability (as each is
determined by the Committee), the Optionee may, within 36 months from the date
of termination, exercise any NQO's to the extent such options had become
exercisable on or before such termination of employment.

     2.09. Termination for Other Reasons. Except as provided in Sections 2.07
and 2.08, or except as otherwise determined by the Committee, all unexercised
NQO's shall terminate 30 days after the termination of the Optionee's employment
or contractual arrangement with the Company.

                      ARTICLE III - INCENTIVE STOCK OPTIONS

     3.01. Award of Incentive Stock Options. The Committee may, from time to
time and subject to the provisions of the Plan and such other terms and
conditions as the Committee may prescribe, grant to any officer, director or
other key employee in the Plan one or more "Incentive Stock Options" (intended
to qualify as such under the provisions of section 422 of the Internal Revenue
Code of 1986, as amended ("ISO") to purchase for cash the number of shares of
Common Stock allotted by the Committee. The date an ISO is granted shall mean
the date selected by the Committee as of which the Committee allots a specific
number of ISO's to a participant pursuant to the Plan.

     3.02. Incentive Stock Option Agreements. The grant of an ISO shall be
evidenced by a written Incentive Stock Option Agreement, executed by the Company
and "Optionee"), stating the number of shares of Common Stock subject to the ISO
evidenced thereby, and in such form as the Committee may from time to time
determine.

     3.03. Incentive Stock Option Price. The option price per share of Common
Stock deliverable upon the exercise of an Incentive Stock Option shall be 100%
of the Fair Market Value of a share of Common Stock on the date the Incentive
Stock Option is granted or 110% of such value if granted to a person owning in
excess of 10% of the Company's outstanding stock.

     3.04. Term and Exercise. Each ISO shall be fully exercisable one month from
the date of its grant and unless a longer period is provided by the Committee
and may be exercised during a period of determined by the Committee from the
date of grant thereof, (not to exceed five years) (the "Option Term") or less if
so specified by the Committee. No ISO shall be exercisable after the expiration
of its Option Term.

     3.05. Maximum Amount of Incentive Stock Option Grant. The aggregate fair
market value (determined on the date the option is granted) of Common Stock
subject to an ISO granted to an Optionee which may be exercised for the first
time by such Optionee in any calendar year shall not exceed $100,000.

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     3.06. Death of Optionee.

          (a) Upon the death of the Optionee, any ISO which had become
exercisable on or before the date of death may be exercised by the Optionee's
estate or by a person who acquires the right to exercise such ISO by bequest or
inheritance following the death of the Optionee, provided that such exercise
occurs within both the remaining option term of the ISO and one year after the
Optionee's death.

          (b) The provisions of this Section shall apply notwithstanding the
fact that the Optionee's employment may have terminated prior to death, but only
to the extent of any ISO which were exercisable on the date of death.

     3.07. Retirement or Disability. Upon the termination of the Optionee's
employment by reason of permanent disability or retirement (as each is
determined by the Committee), the Optionee may, within 36 months from the date
of such termination of employment, exercise any ISO's to the extent such ISO's
had become exercisable on or before the date of such termination of employment.
Notwithstanding the foregoing, the tax treatment available pursuant to Section
422 of the Internal Revenue Code of 1986 upon the exercise of an ISO will not be
available to an Optionee who exercises any Incentive Stock Options more than (i)
12 months after the date of termination of employment due to permanent
disability or (ii) three months after the date of termination of employment due
to retirement.

     3.08. Termination for Other Reasons. Except as provided in Sections 3.06
and 3.07 or except as otherwise determined by the Committee, all Incentive Stock
Options shall terminate 30 days after the termination of the Optionee's
employment or contractual arrangement with the Company.

     3.09. Applicability of Stock Options Sections. Sections 2.05 and 2.06 shall
also apply to Incentive Stock Options. Said Sections are incorporated by
reference in this Article III as though fully set forth herein.

                           ARTICLE IV - MISCELLANEOUS

     4.01. General Restriction. Each award under the Plan shall be subject to
the requirement that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Common Stock subject or
related thereto upon any securities exchange or under any state or Federal law,
or (ii) the consent or approval of any government regulatory body, or (iii) an
agreement by the grantee of an award with respect to the disposition of shares
of Common Stock, is necessary or desirable as a condition of, or in connection
with, the granting of such award or the issue or purchase of shares of Common
Stock thereunder, such award may not be consummated in whole or in part unless
such listings, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee. The certificates evidencing ownership of shares of Common Stock
acquired upon exercise of any Stock Option or Incentive Stock Option awarded
under the Plan shall bear such legends as the Committee shall approve as
necessary or desirable to conform to applicable laws and regulations relating to
the sale of securities.

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     4.02. Non-Assignability. No award under the Plan shall be assignable or
transferable by the recipient thereof, except by will or by the laws of descent
and distribution. During the life of the recipient, such award shall be
exercisable only by such person or by such person's guardian or legal
representative.

     4.03. Withholding Taxes. Whenever the company proposes or is required to
issue or transfer shares of Common Stock under the Plan, the Company shall have
the right to require the grantee to remit to the Company an amount sufficient to
satisfy any Federal, state and/or local withholding tax requirements prior to
the delivery of any certificate or certificates for such shares. Alternatively,
the Company may issue or transfer such shares of Common Stock net of the number
of shares sufficient to satisfy the withholding tax requirements. For
withholding tax purposes, the shares of Common Stock shall be valued on the date
the withholding obligation is incurred.

     4.04. Right to Terminate Employment. Nothing in the Plan or in any
agreement entered into pursuant to the Plan shall confer upon any participant
the right to continue in the employment of the Company or effect any right which
the Company may have to terminate the employment of such participant.

     4.05. Non-Uniform Determinations. The Committee's determinations under the
Plan (including without limitation determinations of the persons to receive
awards, the form, amount and timing of such awards, the terms and provisions of
such awards and the agreements evidencing same) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly situated.

     4.06. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect thereto unless and until
certificates for shares of Common Stock are issued to him.

     4.07. Definitions. In this Plan the following definitions shall apply:

(a) "Subsidiary" means any corporation of which, at the time more than 50% of
the shares entitled to vote generally in an election of directors are owned
directly or indirectly by EWRX Internet Systems Inc. or any subsidiary thereof.

(b) "Affiliate" means any person or entity which directly, or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with EWRX Internet Systems Inc.

(c) "Fair Market Value" as of any date and in respect of any share of Common
Stock means the average of the closing price for the late five trading date or
on the next business day, if such date is not a business day, of a share of

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Common Stock on any stock exchange or any stock market upon which the Common
Stock may then be listed or traded, or if the Common Stock is not so listed or
traded then the fair market value of shares of Common Stock shall be as
determined by the Committee in such other manner as it may deem appropriate. In
no event shall the fair market value of any share of Common Stock be less than
its par value.

(d) "Option price" means the purchase price per share of Common Stock
deliverable upon the exercise of a Stock Option or Incentive Stock Option.

(e) "Optionee" means the holder of a stock option as described in Article II or
in Incentive Stock Option as described in Article III.

(f) "Optioned Shares" means the number of shares the Optionee is entitled as a
result of his being granted options in the Stock Option Plan.

(g) "Non-Qualified Stock Option" refers to non-qualified stock options under
Article II.

(h) "Incentive Stock Option" refers to incentive stock options under Article
III.

     4.08. Leaves of Absence. The Committee shall be entitled to make such
rules, regulations and determinations as it deems appropriate under the Plan in
respect of any leave of absence taken by the recipient of any award. Without
limiting the generality of the foregoing, the Committee shall be entitled to
determine (i) whether or not any such leave of absence shall constitute a
termination of employment within the meaning of the Plan and (ii) the impact, if
any, of any such leave of absence on awards under the Plan theretofore made to
any recipient who takes such leave of absence.

     4.09. Newly Eligible Employees. The Committee shall be entitled to make
such rules, regulations, determinations and awards as it deems appropriate in
respect of any employee who becomes eligible to participate in the Plan or any
portion thereof after the commencement of an award or incentive period.

     4.10. Adjustments.

     Effect of Take-over Bid
     -----------------------

          If a bona fide offer ("the Offer") for Shares is made to shareholders
     generally or to a class of shareholders which includes the Optionee, which
     Offer, if accepted in whole or in part, would result in the offeror
     exercising control over the Company within the meaning of Nevada Statutes,
     then the Company shall, immediately upon receipt of the notice of the
     Offer, notify shareholders with full particulars thereof. Such Option may
     be exercised in whole or in part by the Optionee so as to permit the
     Optionee to tender the Optioned Shares pursuant to the Offer if the offer
     is completed.

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     Effect of Amalgamation, Consolidation or Merger
     -----------------------------------------------

          If the Company amalgamates, consolidates or with or merges with into
     another company any Shares receivable on the exercise of an Option shall be
     converted into securities or cash which the Optionee would have received
     upon such amalgamation, consolidated or merger if the Optionee had
     exercised his Option immediately prior to the record date applicable to
     such amalgamation, consolidation or merger, and the option price shall be
     adjusted appropriately by the Board.

     Adjustment in Shares Subject to the Plan
     ----------------------------------------

          If there is any change in the shares through or by means of a
     declaration of stock dividends of Shares of consolidations, subdivisions or
     reclassification of Shares, or otherwise, the number of Shares available
     under the Plan, the Shares subject to any Option, and the purchase price
     thereof shall be adjusted appropriately by the Committee and such
     adjustment shall be effective and binding for all purposes of the Plan.

     4.11. Amendment of the Plan.

          (a)  The Committee may, without further action by the shareholders and
               without receiving further consideration from the participants,
               amend this Plan or condition or modify awards under the Plan in
               response to changes in securities or other laws or rules,
               regulations or regulatory interpretations

          (b)  The Committee may at any time and from time to time terminate or
               modify or amend the Plan in any respect, except that without
               shareholder approval the Committee may not (i) increase the
               maximum number of shares of Common Stock which may be issued
               under the Plan, (ii) extend the period during which any award may
               be granted or exercised or (iii) change the persons eligible to
               receive ISO's. The termination or any modification or amendment
               of the Plan, except as provided in subsection (a), shall not,
               without the consent of a participant, affect a participant's
               rights under an award previously granted.

     4.12. No Representations or Warranty

     The Company makes no representation or warranty as to the future market
value of any shares issued in accordance with the provisions of the Plan.

     4.13. Interpretation

     The Plan will be governed by and construed in accordance with the laws of
the State of Nevada.

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     4.14. Compliance with Applicable Law

     If any provision of the Plan or any agreement entered into pursuant to the
Plan contravenes any law or any order, policy, by-law or regulation of any
regulatory body or stock exchange having authority over the Company or the Plan,
then such provision shall be deemed to be amended to the extent required to
bring such provision into compliance therewith.

     4.15 Stock Appreciation Rights, Etc.

     The grant of Options hereunder may be accompanied by grant of stock
appreciation rights, rights to have stock withheld or rights to deliver stock
already owned in payment of the exercise price of an option. The terms and
conditions of such rights shall be set forth in the agreement evidencing such
Options or amendments thereto.






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