EXHIBIT 10.4

                          DEL MAR INCOME PARTNERS, LTD.

                            2003 STOCK INCENTIVE PLAN

     This 2003 Stock Incentive Plan (the "Plan") is adopted in consideration for
services  rendered and to be rendered Del Mar Income Partners,  Ltd. and related
companies.

     1. Definitions.

     The terms used in this Plan shall,  unless otherwise  indicated or required
by the particular context, have the following meanings:

     Board: The Board of Directors of Del Mar Income Partners, Ltd.

     Change in Control:  (i) The  acquisition,  directly or  indirectly,  by any
person or group  (within  the  meaning of  Section  13(d)(3)  of the  Securities
Exchange Act of 1934) of the beneficial  ownership of more than fifty percent of
the outstanding  securities of the Company,  (ii) a merger or  consolidation  in
which the Company is not the  surviving  entity,  except for a  transaction  the
principal  purpose  of which is to  change  the state in which  the  Company  is
incorporated,   (iii)  the  sale,  transfer  or  other  disposition  of  all  or
substantially all of the assets of the Company,  (iv) a complete  liquidation or
dissolution  of the Company,  or (v) any reverse  merger in which the Company is
the surviving entity but in which securities  possessing more than fifty percent
of the total combined voting power of the Company's  outstanding  securities are
transferred  to a person or persons  different  from the persons  holding  those
securities immediately prior to such merger.

     Code: The Internal Revenue Code of 1986, as amended.

     Common Stock: The Common Stock of Del Mar Income Partners, Ltd.

     Company:  Del Mar Income Partners,  Ltd., a corporation  incorporated under
the laws of Maryland,  and any  successors  in interest by merger,  operation of
law, assignment or purchase of all or substantially all of the property,  assets
or business of the Company.

     Consultant:  A Consultant is any person,  including any advisor, engaged by
the Company or any Related Company to render consulting services and may include
members of the Board.

     Continuous  Status as an  Employee or  Consultant:  The  employment  by, or
relationship  as a Consultant  with,  the Company or any Related  Company is not
interrupted  or terminated.  The Board,  at its sole  discretion,  may determine
whether  Continuous  Status as an Employee  or  Consultant  shall be  considered
interrupted due to personal or other mitigating circumstances.

     Date of Grant: The date on which an Option is granted under the Plan.

     Employee: An Employee is an employee of the Company or any Related Company.

     Exercise  Price:  The price per share of Common Stock payable upon exercise
of an Option.


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     Fair Market Value:  The Fair Market Value of the Option  Shares.  Such Fair
Market Value shall be determined,  in good faith, by the Option  Committee after
such consultation with outside legal, accounting and other experts as the Option
Committee may deem advisable,  and the Option Committee shall maintain a written
record of its method of determining such value.

     Incentive Stock Options ("ISOs"): "Incentive Stock Options" as that term is
defined in Section 422 of the Code.

     Non-Incentive Stock Options ("Non-ISOs"): Options which are not intended to
qualify as "Incentive Stock Options" under Section 422 of the Code.

     Offeree:  An Employee or  Consultant  to whom a Right to Purchase  has been
offered or who has acquired Restricted Stock under the Plan.

     Option:  The rights granted to an Employee or Consultant to purchase Common
Stock pursuant to the terms and conditions of an Option Agreement.

     Option  Agreement:  The written  agreement (and any amendment or supplement
thereto) between the Company and an Employee or Consultant designating the terms
and conditions of an Option.

     Option  Committee:  The Plan shall be administered by the Option  Committee
which shall  consist of the Board or a  committee  of the Board as the Board may
from time to time  designate  composed of not less than two members of the Board
who are not employees of the Company or a Related Company.

     Option Shares:  The shares of Common Stock  underlying an Option granted to
an Employee or Consultant.

     Optionee: An Employee or Consultant who has been granted an Option.

     Participant:  An Employee  or  Consultant  who holds an Option,  a Right to
Purchase or Restricted Stock under the Plan.

     Purchase  Price:  The Purchase Price per share of Restricted  Stock payable
upon acceptance of a Right to Purchase.

     Related  Company:  Any  subsidiary  of the Company  and any other  business
venture in which the Company has a  significant  interest as  determined  in the
discretion of the Option Committee.

     Restricted Stock: The shares of Common Stock issued pursuant to Section 15,
subject to any restrictions  and conditions as are established  pursuant to such
Section 15.

     Right to  Purchase:  A right to  purchase  Restricted  Stock  granted to an
Offeree pursuant to Section 15 hereof.

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     2. Purpose and Scope.

     (a) The purpose of this Plan is to advance the interests of the Company and
its  stockholders  by affording  Employees and  Consultants an  opportunity  for
investment  in the  Company  and the  incentive  advantages  inherent  in  stock
ownership in this Company.

     (b) This Plan authorizes the Option  Committee to grant Options to purchase
shares of Common  Stock to  Employees  and  Consultants  selected  by the Option
Committee  while  considering  criteria  such as  employment  position  or other
relationship   with  the   Company,   duties  and   responsibilities,   ability,
productivity, length of service or association, morale, interest in the Company,
recommendations by supervisors, and other matters.

     3. Administration of the Plan. The Plan shall be administered by the Option
Committee.  The Option  Committee  shall have the authority  granted to it under
this section and under each other section of the Plan.

     In accordance  with and subject to the  provisions of the Plan,  the Option
Committee  shall select the  Optionees  and  Offerees,  shall  determine (i) the
number of  shares of Common  Stock to be  subject  to each  Option  and Right to
Purchase,  (ii) the time at which  each  Option  or Right to  Purchase  is to be
granted,  (iii)  whether  an Option or Right to  Purchase  shall be  granted  in
exchange for the cancellation and termination of a previously  granted option or
options  under the Plan or  otherwise,  (iv) the  Exercise  Price for the Option
Shares,  (v) the Purchase Price of Restricted Stock, (vi) the option period, and
(vii) the manner in which the  Option  becomes  exercisable.  In  addition,  the
Option Committee shall fix such other terms of each Option and Right to Purchase
as the Option  Committee may deem necessary or desirable.  The Option  Committee
shall  determine  the form of Option  Agreement to evidence  each Option and the
form of Stock Purchase Agreement to evidence each Right to Purchase.

     The Option Committee from time to time may adopt such rules and regulations
for  carrying out the purposes of the Plan as it may deem proper and in the best
interests  of the  Company.  The  Option  Committee  shall  keep  minutes of its
meetings and those minutes shall be distributed to every member of the Board.

     All actions taken and all  interpretations  and determinations  made by the
Option Committee in good faith (including  determinations  of Fair Market Value)
shall be final and binding upon all Employees,  Consultants, the Company and all
other interested  persons. No member of the Option Committee shall be personally
liable for any action,  determination or interpretation  made in good faith with
respect to the Plan, and all members of the Option  Committee shall, in addition
to rights they may have if Directors of the Company,  be fully  protected by the
Company with respect to any such action, determination or interpretation.

     4. The Common Stock. The Board is authorized to appropriate, issue and sell
for the purposes of the Plan,  and the Option  Committee is  authorized to grant
Options and Rights to Purchase with respect to, a total number, not in excess of
25,000 shares of Common Stock,  either  treasury or authorized but unissued,  or
the number and kind of shares of stock or other  securities  which in accordance
with Section 16 shall be  substituted  for the 25,000  shares or into which such
25,000 shares shall be adjusted.  All or any unsold shares  subject to an Option
or Right to Purchase  that for any reason  expires or otherwise  terminates  may
again be made subject to Options or Rights to Purchase under the Plan. No person
may be granted  Options or Rights to Purchase under this Plan covering in excess
of an aggregate of 15,000 Option  Shares and shares of  Restricted  Stock in any
calendar year, subject to adjustments in connection with Section 16.


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     5.  Eligibility.  Options  which are  intended  to  qualify as ISOs will be
granted only to  Employees.  Employees  and  Consultants  may hold more than one
Option  under the Plan and may hold Options  under the Plan and options  granted
pursuant to other plans or otherwise,  and may hold Rights to Purchase under the
Plan.

     6.  Option  Price.  The  Exercise  Price  for the  Option  Shares  shall be
established  by  the  Option  Committee  or  shall  be  determined  by a  method
established by the Option Committee; provided that the Exercise Price to be paid
by Optionees for the Option  Shares that are intended to qualify as ISOs,  shall
not be less than 100  percent of the Fair Market  Value of the Option  Shares on
the Date of Grant,  or the date on which the  Optionee is hired or promoted  (or
similar event), if the Date of Grant occurs not more than 90 days after the date
of such hiring, promotion or other event.

     7. Duration and Exercise of Options.

     (a) The option  period shall  commence on the Date of Grant and shall be as
set by the Option  Committee,  but not to exceed 10 years in  length.  Except as
otherwise  provided herein or as determined by the Option  Committee,  no Option
shall be  exercised  for the period of six months  following  the Date of Grant;
provided,  however,  that this limitation  shall not apply to the exercise of an
Option  pursuant  to the  terms  of  the  relevant  Option  Agreement  upon  the
Optionee's death.

     (b) During the lifetime of the  Optionee,  the Option shall be  exercisable
only by the Optionee;  provided, that in the event of the legal disability of an
Optionee,  the guardian or personal  representative of the Optionee may exercise
the Option. However, if the Option is an ISO it may be exercised by the guardian
or personal  representative  of the Optionee  only if such  guardian or personal
representative  obtains a ruling from the Internal Revenue Service or an opinion
of counsel to the effect that  neither the grant nor the  exercise of such power
is violative  of the Code.  Any opinion of counsel must be both from counsel and
in a form acceptable to the Option Committee.

     (c) The  Option  Committee  may  determine  whether  any  Option  shall  be
exercisable in  installments  only; if the Option  Committee  determines that an
Option shall be exercisable in  installments,  it shall  determine the number of
installments  and the percentage of the Option  exercisable at each  installment
date. All such installments shall be cumulative.

     (d)  In the  event  an  Optionee's  Continuous  Status  as an  Employee  or
Consultant  terminates  for any reason,  any Option held by the  Optionee on the
date  of  termination  may be  exercised  within  90  days  after  the  date  of
termination, but only to the extent that the Option was exercisable according to
its terms on the date of termination.  After such 90-day period, any unexercised
portion of an Option shall expire.

     (e) Each Option shall be exercised in whole or in part by delivering to the
office of the  Treasurer of the Company  written  notice of the number of shares
with  respect to which the Option is to be  exercised  and by paying in full the
Exercise  Price for the  Option  Shares  purchased  as set forth in  Section  8;
provided,  that an Option may not be exercised in part unless the Exercise Price
for the Option Shares purchased is at least $5,000.

     (f)  No  Option  may  be  exercised  until  the  Plan  is  approved  by the
shareholders of the Company as provided in Section 17 below.


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     8. Payment for Option  Shares.  If the Exercise  Price of the Option Shares
purchased by any Optionee at one time exceeds $5,000,  the Option  Committee may
permit all or part of the  Exercise  Price for the  Option  Shares to be paid by
delivery to the Company for  cancellation  shares of the Company's  Common Stock
previously  owned by the  Optionee  with a Fair  Market  Value as of the date of
payment  equal to the portion of the Exercise  Price for the Option  Shares that
the Optionee  does not pay in cash.  In the case of all other Option  exercises,
the Exercise  Price shall be paid in cash or check upon  exercise of the Option,
except  that the Option  Committee  may permit an  Optionee  to elect to pay the
Exercise  Price upon the exercise of an Option by  authorizing  a third party to
sell some or all of the Option  Shares  acquired  upon exercise of an Option and
remit to the Company a sufficient portion of the sale proceeds to pay the entire
Exercise Price and any tax withholding resulting from such exercise.

     9.  Relationship to Employment or Position.  Nothing contained in the Plan,
or in any Option or Right to Purchase granted pursuant to the Plan, shall confer
upon any  Participant any right with respect to continuance of employment by the
Company,  as an Employee or as a  Consultant  or  interfere  in any way with the
right of the Company to terminate the Participant's employment as an Employee or
position as a Consultant, at any time.

     10.  Nontransferability  of Option.  Except as  otherwise  provided  by the
Option Committee,  no Option granted under the Plan shall be transferable by the
Optionee,  either  voluntarily or  involuntarily,  except by will or the laws of
descent and distribution.

     11.  Rights  as a  Stockholder.  No  person  shall  have  any  rights  as a
shareholder  with  respect to any share  covered by an Option  until that person
shall  become  the holder of record of such share  and,  except as  provided  in
Section 16, no adjustments shall be made for dividends or other distributions or
other rights as to which there is an earlier record date.

     12. Securities Laws  Requirements.  No Option Shares shall be issued unless
and  until,  in  the  opinion  of  the  Company,  any  applicable   registration
requirements of the Securities Act of 1933, as amended,  any applicable  listing
requirements of any securities exchange on which stock of the same class is then
listed,  and any other  requirements  of law or of any regulatory  bodies having
jurisdiction  over such issuance and delivery,  have been fully  complied  with.
Each Option and each Option  Share  certificate  may be  imprinted  with legends
reflecting federal and state securities laws,  restrictions and conditions,  and
the Company may comply  therewith and issue "stop transfer"  instructions to its
transfer agent and registrar in good faith without liability.

     13. Disposition of Shares. Each Optionee, as a condition of exercise, shall
represent,  warrant and agree, in a form of written certificate  approved by the
Company,  as follows:  (a) that all Option Shares are being acquired  solely for
his own account and not on behalf of any other person or entity; and (b) that no
Option  Shares  will  be sold  or  otherwise  distributed  in  violation  of the
Securities  Act of 1933, as amended,  or any other  applicable  federal or state
securities laws.

     14. Ten Percent  Shareholder  Rule. With respect to ISO's, no Option may be
granted  to an  Employee  who,  at the time the  Option is  granted,  owns stock
possessing  more than 10  percent  of the  total  combined  voting  power of all
classes of stock of the  Company,  unless at the time the Option is granted  the
purchase  price for the Option Shares is at least 110 percent of the Fair Market
Value of the Option  Shares on the Date of Grant and such Option by its terms is
not exercisable after the expiration of five years from the Date of Grant.

     15. Rights to Purchase

     15.1 Nature of Right to Purchase. A Right to Purchase granted to an Offeree
entitles the Offeree to purchase,  for a Purchase Price determined by the Option
Committee,  shares of Common  Stock  subject  to such  terms,  restrictions  and
conditions  as  the  Option  Committee  may  determine  at  the  time  of  grant
("Restricted  Stock").  Such  conditions  may  include,  but are not limited to,
continued  employment  or the  achievement  of  specified  performance  goals or
objectives.


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     15.2 Acceptance of Right to Purchase.  An Offeree shall have no rights with
respect  to the  Restricted  Stock  subject  to a Right to  Purchase  unless the
Offeree  shall  have  accepted  the Right to  Purchase  within ten days (or such
longer or shorter  period as the Option  Committee  may specify)  following  the
grant of the Right to Purchase by making  payment of the full Purchase  Price to
the Company in the manner set forth in Section 15.3 hereof and by executing  and
delivering  to the  Company a Stock  Purchase  Agreement.  Each  Stock  Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other  terms,   conditions  and  restrictions  of  the  Restricted   Stock,  not
inconsistent  with the provisions of this Plan, as the Option  Committee  shall,
from  time to  time,  deem  desirable.  Each  Stock  Purchase  Agreement  may be
different from each other Stock Purchase Agreement.

     15.3 Payment of Purchase Price. Subject to any legal restrictions,  payment
of the Purchase Price upon  acceptance of a Right to Purchase  Restricted  Stock
may be made, in the discretion of the Option Committee,  by (a) cash; (b) check;
(c) the  surrender of shares of Common Stock owned by the Offeree that have been
held by the Offeree for at least six months,  which surrendered  shares shall be
valued at Fair Market Value as of the date of such exercise; (d) any combination
of the  foregoing  methods of payment  or any other  consideration  or method of
payment as shall be permitted by applicable corporate law.

     15.4 Rights as a Shareholder. Upon complying with the provisions of Section
15.2 hereof,  an Offeree shall have the rights of a shareholder  with respect to
the  Restricted  Stock  purchased  pursuant to the Right to Purchase,  including
voting and dividend rights, subject to the terms, restrictions and conditions as
are set forth in the Stock Purchase Agreement. Unless the Option Committee shall
determine  otherwise,  certificates  evidencing shares of Restricted Stock shall
remain in the  possession  of the  Company in  accordance  with the terms of the
Stock Purchase Agreement.

     15.5  Restrictions.  Shares of Restricted Stock may not be sold,  assigned,
transferred,   pledged  or  otherwise   encumbered  or  disposed  of  except  as
specifically  provided  in  the  Stock  Purchase  Agreement  or  by  the  Option
Committee.  In the event a  Participant's  Continuous  Service as an Employee or
Consultant  terminates for any reason, the Stock Purchase Agreement may provide,
in the  discretion  of the Option  Committee,  that the  Company  shall have the
right,  exercisable at the discretion of the Option Committee, to repurchase any
shares  of  Restricted  Stock,  on such  terms as may be  provided  in the Stock
Purchase Agreement.

     15.6 Vesting of Restricted Stock. The Stock Purchase Agreement may provide,
in  the  discretion  of the  Option  Committee,  standards  for  vesting  of the
Restricted Stock, including dates, performance goals, or other conditions.

     15.7  Dividends.  If  payment  for  shares of  Restricted  Stock is made by
promissory  note, any cash  dividends paid with respect to the Restricted  Stock
may be applied, in the discretion of the Option Committee,  to repayment of such
note.

     15.8  Non-Assignability of Rights. No Right to Purchase shall be assignable
or  transferable  except by will or the laws of descent and  distribution  or as
otherwise provided by the Option Committee.


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     16.  Change  in Stock,  Adjustments,  Etc.  In the  event  that each of the
outstanding  shares  of Common  Stock  (other  than  shares  held by  dissenting
shareholders  which are not changed or  exchanged)  should be changed  into,  or
exchanged for, a different number or kind of shares of stock or other securities
of the  Company,  or, if  further  changes  or  exchanges  of any stock or other
securities into which the Common Stock shall have been changed,  or for which it
shall  have  been  exchanged,  shall  be made  (whether  by  reason  of  merger,
consolidation,     reorganization,     recapitalization,     stock    dividends,
reclassification,   split-up,   combination  of  shares  or   otherwise),   then
appropriate  adjustment  shall be made by the Option  Committee to the aggregate
number  and kind of shares  subject  to this  Plan,  and the  number and kind of
shares and the price per share  subject  to  outstanding  Options  and Rights to
Purchase as provided in the  respective  Option  Agreements  and Stock  Purchase
Agreements in order to preserve,  as nearly as  practical,  but not to increase,
the benefits to Participants.

     17.  Effective  Date of  Plan;  Termination  Date of Plan.  Subject  to the
approval of the Plan by the affirmative vote of the holders of a majority of the
Company's  securities entitled to vote and represented at a meeting duly held in
accordance with applicable law, the Plan shall be deemed effective  November 12,
2003.  The Plan shall  terminate at midnight on November 11, 2013,  except as to
Options  previously  granted  and  outstanding  under the Plan at that time.  No
Options or Rights to Purchase  shall be granted after the date on which the Plan
terminates.  The Plan may be abandoned or  terminated at any earlier time by the
Board, except with respect to any Options or Rights to Purchase then outstanding
under the Plan.

     18. Withholding Taxes. The Company,  or any Related Company,  may take such
steps as it may deem necessary or appropriate  for the  withholding of any taxes
which the Company,  or any Related Company, is required by any law or regulation
or any  governmental  authority,  whether federal,  state or local,  domestic or
foreign,  to  withhold  in  connection  with any  Option  or  Right to  Purchase
including,  but not  limited  to, the  withholding  of all or any portion of any
payment or the  withholding of issuance of Option Shares or Restricted  Stock to
be issued upon the exercise of any Option.

     19. Change in Control.

     In the  event  of a  Change  in  Control  of the  Company,  (a) the  Option
Committee, in its discretion, may, at any time an Option or Right to Purchase is
granted,  or at any time thereafter,  accelerate the time period relating to the
exercise or realization of any Options,  Rights to Purchase and Restricted Stock
and (b) with respect to Options and Rights to Purchase,  the Option Committee in
its discretion may, at any time an Option or Right to Purchase is granted, or at
any time thereafter,  take one or more of the following actions: (i) provide for
the  purchase of each Option or Right to Purchase for an amount of cash or other
property  that could have been received upon the exercise of the Option or Right
to Purchase had the Option been currently exercisable,  (ii) adjust the terms of
the  Options  and  Rights  to  Purchase  in a manner  determined  by the  Option
Committee  to reflect the Change in Control,  (iii) cause the Options and Rights
to  Purchase  to be  assumed,  or new rights  substituted  therefor,  by another
entity,  through the  continuance  of the Plan and the assumption of outstanding
Options and Rights to Purchase,  or the substitution for such Options and Rights
to  Purchase of new  options  and new rights to  purchase  of  comparable  value
covering shares of a successor corporation,  with appropriate  adjustments as to
the number and kind of shares and exercise  prices,  in which event the Plan and
such Options and Rights to  Purchase,  or the new options and rights to purchase
substituted  therefor,  shall  continue  in the  manner  and  under the terms so
provided  or (iv)  make such  other  provision  as the  Committee  may  consider
equitable.  If the Option Committee does not take any of the foregoing  actions,
all Options and Rights to Purchase shall terminate upon the  consummation of the
Change in Control and the Option  Committee  shall cause  written  notice of the
proposed  transaction to be given to all Participants not less than fifteen days
prior to the anticipated effective date of the proposed transaction.

     20. Amendment.

     (a) The Board may amend,  alter or discontinue  the Plan, but no amendment,
alteration  or  discontinuation  shall be made which would impair the right of a
Participant under an outstanding  Option Agreement or Stock Purchase  Agreement.
In  addition,  no such  amendment  shall be made  without  the  approval  of the
Company's  shareholders  to the  extent  such  approval  is  required  by law or
agreement.


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     (b) The  Committee  may amend the terms of any Option or Right to  Purchase
theretofore granted, prospectively or retroactively, but no such amendment shall
impair the rights of any Participant without the Participant's consent.

     (c)  Subject to the above  provisions,  the Board shall have  authority  to
amend the Plan to take into account changes in law and tax and accounting  rules
as well as other developments, and to grant Options and Rights to Purchase which
qualify for beneficial treatment under such rules without shareholder approval.

     21. Other Provisions.

     (a) The use of a masculine gender in the Plan shall also include within its
meaning the  feminine,  and the singular may include the plural,  and the plural
may include the singular, unless the context clearly indicates to the contrary.

     (b) Any expenses of administering the Plan shall be borne by the Company.

     (c) This Plan shall be  construed  to be in  addition  to any and all other
compensation  plans or  programs.  Neither the adoption of the Plan by the Board
nor the submission of the Plan to the  shareholders  of the Company for approval
shall be construed as creating any  limitations on the power or authority of the
Board  to  adopt  such  other   additional   incentive  or  other   compensation
arrangements as the Board may deem necessary or desirable.

     (d) The validity, construction,  interpretation,  administration and effect
of the Plan and of its  rules  and  regulations,  and the  rights of any and all
personnel  having or claiming to have an interest therein or thereunder shall be
governed by and determined exclusively and solely in accordance with the laws of
the State of Maryland.



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