GELSTAT CORPORATION

                               2003 INCENTIVE PLAN

1.   DEFINED TERMS

     Exhibit A, which is  incorporated  by reference,  defines the terms used in
the Plan.

2.   IN GENERAL

     The Plan has been  established  to advance the  interests of the Company by
giving  selected   Employees,   directors  and  other  persons  (including  both
individuals and entities) who provide  services to the Company or its Affiliates
equity-based or cash incentives through the grant of Awards.

3.   ADMINISTRATION

     a.   The  Administrator has  discretionary  authority,  subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility for
and grant  Awards;  determine,  modify or waive the terms and  conditions of any
Award; prescribe forms, rules and procedures (which it may modify or waive); and
otherwise do all things necessary to carry out the purposes of the Plan.

     b.   Once an Award has been  communicated in writing to a Participant,  the
Administrator may not, without the Participant's consent, alter the terms of the
Award so as to affect adversely the Participant's rights under the Award, unless
the Administrator  expressly  reserved the right to do so in writing at the time
of such communication.

     c.   The  Administrator  may delegate to senior management the authority to
grant Awards, other than Awards to any member of senior management.

4.   SHARES SUBJECT TO THE PLAN

     A total of 1,200,000  shares of Stock have been reserved for issuance under
the Plan.  The  following  shares of Stock  will also be  available  for  future
grants:

     a.   shares  of Stock  remaining  under an Award  that  terminates  without
having been exercised in full (in the case of an Award  requiring  exercise by a
Participant for delivery of Stock);

     b.   shares of Stock  subject  to an Award,  where cash is  delivered  to a
Participant in lieu of such shares;

     c.   shares of Restricted Stock that are forfeited to the Company;

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     d.   shares of Stock  tendered by a  Participant  to the Company as payment
upon exercise of an Award; and

     e.   shares of Stock held back by the Company, or tendered by a Participant
to the Company, in satisfaction of tax withholding requirements.

Stock  delivered  under  the  Plan  may be  authorized  but  unissued  Stock  or
previously  issued Stock acquired by the Company.  No fractional shares of Stock
will be delivered under the Plan.

5.   ELIGIBILITY AND PARTICIPATION

     The Administrator will select  Participants from among those key Employees,
directors and other individuals or entities providing services to the Company or
its Affiliates  who, in the opinion of the  Administrator,  are in a position to
make  a  significant  contribution  to  the  success  of  the  Company  and  its
Affiliates.  Eligibility for ISOs is further limited to those  individuals whose
employment status would qualify them for the tax treatment described in Sections
421 and 422 of the Code.

6.   RULES APPLICABLE TO AWARDS

     a.   ALL AWARDS

          (1)  PERFORMANCE  OBJECTIVES.  Where  rights  under an Award depend in
     whole or in part on attainment of  performance  objectives,  actions by the
     Company  that  have  an  effect,  however  material,  on  such  performance
     objectives  or on the  likelihood  that they will be  achieved  will not be
     deemed an amendment or  alteration  of the Award unless  accomplished  by a
     change in the express terms of the Award.

          (2)  ALTERNATIVE SETTLEMENT. The Company retains the right at any time
     to extinguish  rights under an Award in exchange for payment in cash, Stock
     or other property on such terms as the Administrator  determines,  provided
     the holder of the Award consents to such exchange.

          (3)  TRANSFERABILITY OF AWARDS. Except as the Administrator  otherwise
     expressly provides,  Awards (other than an Award in the form of an outright
     transfer of cash or Unrestricted  Stock) may not be transferred  other than
     by will or by the laws of descent and distribution.  During a Participant's
     lifetime  an  Award  requiring  exercise  may  be  exercised  only  by  the
     Participant (or in the event of the Participant's incapacity, the person or
     persons legally appointed to act on the Participant's behalf).

          (4)  VESTING,  ETC. The  Administrator may determine the time or times
     at which an Award will vest (i.e., become free of forfeiture  restrictions)
     or  become  exercisable.   Unless  the  Administrator   expressly  provides
     otherwise,  an Award requiring  exercise will cease to be exercisable,  and
     all other Awards to the extent not already  fully vested will be forfeited,
     immediately  upon the cessation  (for any reason,  including  death) of the
     Participant's employment or other service relationship with the Company and
     its Affiliates.

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          (5)  TAXES.  The  Administrator  will  make  such  provision  for  the
     withholding of taxes as it deems necessary. The Administrator may, but need
     not,  hold back  shares of Stock from an Award or permit a  Participant  to
     tender  previously owned shares of Stock in satisfaction of tax withholding
     requirements.  In addition, the Administrator shall have the authority,  at
     the time of grant of an Award or at any time  thereafter,  to approve a tax
     bonus to the  Participant to be paid upon exercise or receipt of the Award.
     The Administrator  shall have full authority in its absolute  discretion to
     determine  the  amount of any such tax  bonus and the terms and  conditions
     affecting its vesting and payment.

          (6)  DIVIDEND EQUIVALENTS, ETC. The Administrator,  in its discretion,
     may provide for the payment of amounts in lieu of cash  dividends  or other
     cash distributions with respect to Stock subject to an Award.

          (7)  RIGHTS LIMITED.  Nothing in the Plan shall be construed as giving
     any person the right to continued employment or service with the Company or
     its Affiliates, or any rights as a shareholder except as to shares of Stock
     actually issued under the Plan. The loss of existing or potential profit in
     Awards  will  not  constitute  an  element  of  damages  in  the  event  of
     termination  of  employment  or  service  for  any  reason,   even  if  the
     termination is in violation of an obligation of the Company or Affiliate to
     the Participant.

          (8)  VALUATION.  For all valuation  purposes  under the Plan, the fair
     market  value  of  the  Stock  shall  be as  reasonably  determined  by the
     Administrator.  If on any  valuation  date the  Stock is not  traded  on an
     established  securities market,  the Administrator  shall make a good faith
     attempt to ascertain or establish a fair market  value,  and in  connection
     therewith shall take such action as it deems necessary or advisable.

          (9)  INTERPRETATION. The Administrator shall have plenary authority to
     interpret  the  Plan  and  any  such  interpretation  shall  be  final  and
     conclusive, subject to review and reversal by the Board.

     b.   AWARDS REQUIRING EXERCISE

          (1)  TIME AND MANNER OF EXERCISE.  Unless the Administrator  expressly
     provides otherwise,  (a) an Award requiring exercise by the holder will not
     be deemed to have been exercised until the Administrator receives a written
     notice of exercise (in form acceptable to the Administrator)  signed by the
     appropriate person and accompanied by any payment required under the Award;
     and (b) if the Award is exercised by any person other than the Participant,
     the  Administrator  may  require  satisfactory  evidence  that  the  person
     exercising the Award has the right to do so.

          (2)  PAYMENT OF EXERCISE PRICE, IF ANY. Where the exercise of an Award
     is to be  accompanied  by payment,  the  Administrator  may  determine  the
     required or permitted  forms of payment  either at or after the time of the
     Award,  subject to the following:  (a) unless the  Administrator  expressly
     provides otherwise, all payments will be by cash or check acceptable to the
     Administrator; and (b) where shares of Stock issued

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     under an Award are part of an  original  issue of shares,  the Award  shall
     require an exercise price equal to at least the par value of such shares.

          (3)  RELOAD  AWARDS.  The  Administrator  may  provide  that  upon the
     exercise  of an Award,  either by  payment of cash or (if  permitted  under
     Section  6.b.(2)  above)  through the tender of previously  owned shares of
     Stock,   the  Participant  or  other  person   exercising  the  Award  will
     automatically  receive a new Award of like kind covering a number of shares
     of Stock  equal to the number of shares of Stock for which the first  Award
     was exercised.

          (4)  ISOS.  No ISO may be  granted  under the Plan after June 1, 2013,
     but ISOs previously granted may extend beyond that date.

          (5)  TERM. Each Award and all rights and obligations  thereunder shall
     expire on the date  determined  by the  Administrator,  as specified in the
     Award agreement; provided, that the term of an ISO may not extend more than
     ten (10) years from the date of grant and the term of options  which do not
     qualify as ISOs may not extend more than  fifteen  (15) years from the date
     of grant. The Administrator shall be under no duty to provide terms of like
     duration for Awards granted under the Plan.

     c.   AWARDS NOT REQUIRING EXERCISE

     Awards of Restricted Stock and Unrestricted Stock may be made in return for
either (i) services  determined  by the  Administrator  to have a value not less
than  the par  value of the  awarded  shares  of  Stock,  or (ii)  cash or other
property  having a value not less than the par  value of the  awarded  shares of
Stock plus such additional  amounts (if any) as the  Administrator may determine
payable in such  combination  and type of cash,  other property (of any kind) or
services as the Administrator may determine.

7.   EFFECT OF CERTAIN TRANSACTIONS

     a.   MERGERS, ETC.

     In the event of (i) a  consolidation  or merger in which the Company is not
the surviving  corporation or which results in the  acquisition of a majority of
the Company's then outstanding  voting common stock by a single person or entity
or by a group of  persons  and/or  entities  acting in  concert,  (ii) a sale or
transfer  of  all  or  substantially  all  the  Company's  assets,  or  (iii)  a
dissolution  or  liquidation  of the Company (any of the  foregoing,  a "covered
transaction"),  all  outstanding  Awards  requiring  exercise  will  cease to be
exercisable,  and all other  Awards to the  extent not fully  vested  (including
Awards subject to performance  conditions not yet satisfied or determined)  will
be forfeited,  as of the effective  time of the covered  transaction;  provided,
however,  that immediately prior to the consummation of such covered transaction
the vesting or exercisability of Awards shall be accelerated unless, in the case
of any  Award,  the  Administrator  provides  for  one  or  more  substitute  or
replacement  awards  from,  or the  assumption  of the  existing  Award by,  the
acquiring entity (if any) or its affiliates.

     The  Administrator may provide in the case of any Award that the provisions
of the  preceding  paragraph  shall also apply to (i) mergers or  consolidations
involving the Company that

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do not  constitute  a  covered  transaction,  or (ii)  other  transactions,  not
constituting  a  covered  transaction,  that  involve  the  acquisition  of  the
Company's outstanding Stock.

     b.   CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK

          (1)  BASIC  ADJUSTMENT  PROVISIONS.  In the event of a stock dividend,
     stock split or combination of shares,  recapitalization  or other change in
     the Company's capital  structure,  the Administrator  will make appropriate
     adjustments to the maximum number of shares that may be delivered under the
     Plan under  Section 4, and will also make  appropriate  adjustments  to the
     number and kind of shares of stock or  securities  subject  to Awards  then
     outstanding or subsequently granted, any exercise prices relating to Awards
     and any other provision of Awards affected by such change.

          (2)  CERTAIN  OTHER  ADJUSTMENTS.  The  Administrator  may  also  make
     adjustments  of the type  described  in  paragraph  (1)  above to take into
     account  distributions to common stockholders other than stock dividends or
     normal cash dividends, mergers, consolidations,  acquisitions, dispositions
     or similar corporate transactions, or any other event, if the Administrator
     determines  that  adjustments  are  appropriate to avoid  distortion in the
     operation of the Plan and to preserve the value of Awards made hereunder.

          (3)  CONTINUING  APPLICATION OF PLAN TERMS.  References in the Plan to
     shares of Stock  shall be  construed  to  include  any stock or  securities
     resulting  from an  adjustment  pursuant to Section  7.b.  (1) or 7.b.  (2)
     above.

8.   CONDITIONS ON DELIVERY OF STOCK

     The Company will not be  obligated to deliver any shares of Stock  pursuant
to the Plan or to  remove  any  restriction  from  shares  of  Stock  previously
delivered under the Plan until (a) the Company's  counsel has approved all legal
matters in  connection  with the issuance  and delivery of such shares,  (b) the
shares to be delivered  have been listed or authorized to be listed on any stock
exchange  or  quotation  system on which the stock is then  traded,  and (c) all
conditions of the Award have been satisfied or waived.  If the sale of Stock has
not been  registered  under the Securities Act of 1933, as amended,  the Company
may require,  as a condition to exercise of the Award, such  representations  or
agreements  as  counsel  for the  Company  may  consider  appropriate  to  avoid
violation  of such Act.  The Company may require  that  certificates  evidencing
Stock  issued  under  the  Plan  bear  an  appropriate   legend  reflecting  any
restriction on transfer applicable to such Stock.

9.   AMENDMENT AND TERMINATION

     Subject to Section 3b., the Board or the  Administrator  may at any time or
times amend the Plan or any  outstanding  Award for any purpose which may at the
time be  permitted  by law,  or may at any  time  terminate  the  Plan as to any
further  grants of  Awards;  provided,  that  (except  to the  extent  expressly
required or permitted by the Plan) no such amendment will,  without the approval
of the  stockholders of the Company,  effectuate a change for which  stockholder
approval is required in order for the Plan to continue to qualify  under Section
422 of the Code.

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10.  NON-LIMITATION OF THE COMPANY'S RIGHTS

     The  existence  of the Plan or the grant of any Award  shall not in any way
affect the Company's  right to award a person bonuses or other  compensation  in
addition to Awards under the Plan.

11.  GOVERNING LAW

     The Plan shall be  construed  in  accordance  with the laws of the State of
Minnesota.

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                                    EXHIBIT A

                               DEFINITION OF TERMS
                               -------------------

     The following terms,  when used in the Plan, shall have the meanings and be
subject to the provisions set forth below:

     ADMINISTRATOR:  The  Committee,  if one has been  appointed,  otherwise the
Board.

     AFFILIATE:  Any corporation or other entity owning, directly or indirectly,
50% or more of the outstanding Stock of the Company,  or in which the Company or
any such  corporation or other entity owns,  directly or indirectly,  50% of the
outstanding  capital  stock  (determined  by aggregate  voting  rights) or other
voting interests.

     AWARD: Any of the following:

          a.   Options  ("Stock  Options")  entitling  the  recipient to acquire
     shares of Stock upon payment of the exercise price.

               (i)  Each Stock Option, except as otherwise expressly provided by
          the  Committee,  will have an exercise  price equal to the fair market
          value of the Stock subject to the option, determined as of the date of
          grant.

               (ii) Notwithstanding  any other  provision of the Plan, any Stock
          Option which is intended to be an ISO (A) shall have an exercise price
          equal to or greater than the fair market value of the Stock subject to
          the option,  determined as of the date of grant,  and (B) shall have a
          duration of ten (10) years or less.

               (iii)Notwithstanding  any other  provision in the Plan, if at the
          time an option is  otherwise  to be granted  pursuant  to the Plan the
          optionee owns  directly or  indirectly  (within the meaning of Section
          424(d) of the Code) securities of the Company possessing more than ten
          percent  (10%) of the total  combined  voting  power of all classes of
          stock of the Company or its parent or subsidiary corporations,  if any
          (within the meaning of Section  422(b)(6)  of the Code),  then (A) any
          ISO granted to such optionee shall satisfy the requirements of Section
          422(c)(5)  of the Code,  (B) the option  price  shall be not less than
          110% of the fair  market  value of the  Stock as of the date of grant,
          and (C) such  option by its terms shall not be  exercisable  after the
          expiration of five (5) years from the date of grant.

               (iv) The  Administrator  will  determine  the medium in which the
          exercise price is to be paid, the duration of the option,  the time or
          times at which an  option  will  become  exercisable,  provisions  for
          continuation  (if any) of option rights  following  termination of the
          Participant's employment with the Company and its Affiliates,  and all
          other terms of the Stock Option.

               (v)  No Stock Option awarded under the Plan will be an ISO unless
          the Administrator expressly provides for ISO treatment.

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          b.   Rights ("SARs")  entitling the holder to receive all or a portion
     of any  increase  in value of a stated  number of  shares of Stock  above a
     stated  base  price,  payable  in  cash  or  Stock,  as  the  Administrator
     determines.

          c.   Stock subject to restrictions ("Restricted Stock") under the Plan
     requiring  that such  Stock be  redelivered  to the  Company  if  specified
     conditions are not satisfied.  The conditions to be satisfied in connection
     with any Award of Restricted  Stock,  the terms on which such Stock must be
     redelivered to the Company, the purchase price of such Stock, and all other
     terms shall be determined by the Administrator.

          d.   Stock   not   subject   to  any   restrictions   under  the  Plan
     ("Unrestricted Stock").

          e.   A promise to deliver  Stock or other  securities in the future on
     such terms and conditions as the Administrator determines.

          f.   Securities  (other than Stock Options) that are convertible  into
     or exchangeable for Stock on such terms and conditions as the Administrator
     determines.

          g.   Cash bonuses tied to performance  criteria as described at (viii)
     below ("Cash Performance Awards").

          h.   Awards  described in any of (a) through (g) above where the right
     to exercisability, vesting or full enjoyment of the Award is conditioned in
     whole  or in part on the  satisfaction  of  specific  performance  criteria
     ("Performance Awards").

          In the case of a Performance Award, the Administrator shall in writing
     establish a specific performance goal or goals (based solely on one or more
     performance  criteria or a combination  of  performance  criteria) no later
     than 90 days after the  commencement  of the period of service to which the
     performance relates.  Performance criteria may include, but are not limited
     to, the following  (determined  either on a  consolidated  basis or, as the
     context  permits,  on  a  divisional,   subsidiary,  line  of  business  or
     geographical  basis  or in  combinations  thereof):  (i)  sales;  revenues;
     assets; expenses; earnings before or after deduction for all or any portion
     of  interest,  taxes,  depreciation  or  amortization,  whether or not on a
     continuing operations or an aggregate or per share basis; return on equity,
     investment,  capital or assets; gross margin; inventory level or turns; one
     or more  operating  ratios;  borrowing  levels,  leverage  ratios or credit
     rating;  market  share;  capital  expenditures;  cash  flow;  stock  price;
     stockholder  return; or other objective  operating  contributions;  or (ii)
     acquisitions  and  divestitures  (in whole or in part);  joint ventures and
     strategic alliances;  spin-offs,  split-ups and the like;  reorganizations;
     recapitalizations,  restructurings, financings (issuance of debt or equity)
     and refinancings; or other transactions that involve a change in the equity
     ownership of the Company.  Prior to payment of any Performance  Award,  the
     Administrator  shall certify whether the performance goal has been attained
     and such  determination  shall be final and conclusive.  If the performance
     goal with respect to any such Award is not  attained,  no other Award shall
     be provided in substitution of the Performance Award.

          i.   Grants of cash, or loans, made in connection with other Awards in
     order to help defray in whole or in part the economic cost  (including  tax
     cost) of the Award to the

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     Participant. The terms of any such grant or loan shall be determined by the
     Administrator.

Awards may be combined in the Administrator's discretion.

     BOARD: The Board of Directors of the Company.

     CODE: The U.S.  Internal  Revenue Code of 1986 as from time to time amended
and in effect, or any to time in effect.

     COMMITTEE:  A  committee  of the  Board  comprised  solely  of two or  more
directors.  The  Committee  may  delegate  ministerial  tasks  to  such  persons
(including Employees) as it deems appropriate.

     COMPANY: GelStat Corporation

     EMPLOYEE:  Any person  who is  employed  (full-time  or  part-time)  by the
Company or an Affiliate.

     ISO: A Stock Option  intended to be an "incentive  stock option" within the
meaning of Section 422 of the Code.

     PARTICIPANT:  An Employee,  director or other person providing  services to
the Company or its Affiliates who is granted an Award under the Plan.

     PLAN:  The 2003  Incentive Plan of the Company as from time to time amended
and in effect.

     STOCK: Common stock of the Company, par value $.01 per share.

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