AUXER INDUSTRIES, INC.
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              NONSTATUTORY STOCK OPTION PLAN
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1.     Purpose
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The purpose of this Nonstatutory Stock Option Plan
(hereinafter referred to as the "Plan"), is to provide a
special incentive to selected individuals who have made
significant contributions to the business and success of
AUXER INDUSTRIES, INC., (hereinafter referred to as the
"Company").  The Plan is designed to accomplish this purpose
by offering such individuals options ("Options") to purchase
shares of the common stock of the Company ("Shares") so that
they will share in the Company's success.
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2.     Administration
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The Plan shall be administered by the board of directors of
the Company or by an option committee to be established by
the board of directors of the Company.  If an option
committee administers the Plan, it shall consists of three
or more members, at least one of whom shall be neither an
officer nor an employee of the Company.  (The board of
directors or an option committee shall be referred to the
"Board" herein).
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The Board shall have authority, consistent with the Plan,
     (a)  to determine which individuals shall be granted
          Options;
     (b)  to determine the time or times when Options shall
          be granted and the number of Shares to be subject
          to each Option;
     (c)  to determine the exercise price of the Shares
          subject to each Option and the method of payment
          of such price;
     (d)  to determine the time or times when each Option
          becomes exercisable and the duration of the
          exercise period, subject to the limitations
          contained in Paragraph 6(b);
     (e)  to prescribe the form or forms of the instruments
          evidencing any options granted under the Plan and
          of any other instruments required under the Plan
          and to change such forms from time to time;
     (f)  to adopt, amend and rescind rules and regulations
          for the administration of the Plan and the Options
          and for its own acts and proceedings; and
     (g)  to decide all questions and settle all
          controversies and disputes which may arise in
          connection with the Plan.  All decisions,
          determinations and interpretations of the Board
          shall be binding on all parties concerned.
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8.     Participants
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The Participants in the Plan shall be employees, officers,
directors, consultants of the Company or any other parties
who have made a significant contribution to the business and
success of the Company, as may be selected from time to time
by the Board in its discretion.  In any grant of Options
after the initial grants, Participants who were previously
granted Options or sold Shares under the Plan may be
included or excluded.
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9.     Limitations
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No Option shall be granted under the Plan after March 31,
2001, but Options theretofore granted may extend beyond that
date.  Subject to adjustments as provided in Section 8 of
the Plan, the number of Shares which may be issued under the
Plan shall not exceed two (2,000,000) million in the
aggregate.  To the extend that any Option granted under the
plan shall expire or terminate unexercised or for any reason
become unexercisable as to any Shares subject thereto, such
Shares shall thereafter be available for further grants
under the Plan, within the limit specified above.
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10.     Shares to be Issued
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Shares to be issued under the Plan may constitute an
original issue of authorized Shares or may consist of
previously issued Shares acquired by the Company, as shall
be determined by the Board.  The Board and the proper
officers of the Company shall take any appropriated action
required for such issuance.  The maximum number of Shares
which may be issued under the Plan is two millions
(2,000,000) Shares.
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11.     Terms and Conditions of Options
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All Options granted under the Plan shall be subject to the
following terms and conditions (except as provided in
Section 7) and to such other terms and conditions as the
Board shall determine to be appropriate to accomplish the
purposes of the Plan:
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     (A)  Exercise price.  The exercise price under each
Option shall be determined by the Board and may be more,
equal to or less than the then current market price of the
Shares as the Board may deem to be appropriate: provided,
however, that in the event an option committee shall
determine to grant an Option at less than 85% of the then
current market price of the Shares, such Option shall not be
granted by the option committee without the prior approval
of the board of directors.
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     (B)  Period of Options.  The period of an Option shall
not exceed five years from the date of grant.
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     (C) Exercise of Options
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     (i)  Each Option shall be made exercisable at such time
or times, whether or not in installments, as the Board shall
prescribe at the time the Option is granted.
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     (ii)  A person electing to exercise an Option shall
give written notice to the Company, as specified by the
Board, of his/her election and of the number of Shares
he/she has elected to purchase, such notice to be
accompanied by such instruments or documents as may be
required by the Board, and shall at the time of such
exercise tender the purchase price of the Shares he/she has
elected to purchase.
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     (C)  Payment for Issuance of Shares.  Upon exercise of
any Option granted hereunder, payment in full shall be made
at the time of such exercise for all such Shares then being
purchased.
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The Company shall not be obligated to issue any Shares
unless and until, in the opinion of the Company's counsel,
all applicable laws and regulations have been complied with,
nor, in the event the Shares at the time are not listed upon
any stock exchange, unless and until the Shares to be issued
have been listed or authorized to be added to the list upon
official notice of issuance upon such exchange, nor unless
or until all other legal matters in connection with the
issuance and delivery of Shares have been approved by the
Company's counsel.  Without limiting the generality of the
foregoing, the Company may require from the Participant such
investment representation or such agreement, if any, as
counsel for the Company may consider necessary in order to
comply with the Securities Act of 1933 as then in effect,
and may require that the Participant agree that any sale of
the Shares will be made only in such manner as is permitted
by the Board and that a participant will notify the Company
when he/she intends to make any disposition of the Shares
whether by sale, gift or otherwise.  The Participant shall
take any action reasonably requested by the Company in such
connection.  A Participant shall have the rights of a
stockholder only as to Shares actually acquired by him/her
under the Plan.
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     (D)  Transferability of Options.  No Option may be
transferred by the Participant otherwise than by will or by
the laws of descent and distribution, and during the
Participant's lifetime the Option may be exercised only by
the Participant.
     (E)  Termination of Employment.  If the Participant is
an employee and his/her employment terminates for any reason
other than his/her death, the Participant may, unless
discharged for cause, thereafter exercise his/her Option as
provided below, but only to the extent the Participant was
entitled to exercise the Option on the date when his/her
employment terminated.  If such termination of employment is
voluntary on the part of the Participant, he/she may
exercise his/her Option only within ten days after the date
of termination of employment (unless a longer period not in
excess of three months is allowed by the Board).  If such
termination of employment is involuntary on the part of the
Participant, he/she may exercise his/her Option only within
three months after the date of termination of employment. In
no event, however, may such Participant exercise his/her
Option at a time when the Option would not be exercisable
had the Participant remained an employee or when the
termination was for cause.  For purposes of this subsection
(f), a Participant's employment shall not considered
terminated in the case of sick leave or other bona fide
leave of absence approved by the Company or a subsidiary, or
in the case of a transfer to the employment of a subsidiary
or the employment of the Company.  Anything herein to the
contrary notwithstanding, an Option may be exercised only to
the extent exercisable on the date of termination of
employment by death or otherwise.
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     (F)  Retirement or Resignation.  If prior to the
expiration date of a Participant's Option an optionee shall
retire or resign with the Company's consent such Option may
be exercised in the same manner as if the Optionee had
continued in the Company's employ; provided, however, the
Board may terminate, at any time prior to exercise, all
unexercised Options if it shall determine that the retired
or resigning optionee has engaged in any activity
detrimental to the Company's interest.
     (G)  Death.  If a Participant dies at a time when
he/she is entitled to exercise an Option, then at any time
or times within one (1) year after his/her death (or such
further period as the Board may allow) such Option may be
exercised, as to all or any of the Shares which the
Participant was entitled to purchase immediately prior to
his/her death, by his/her executor or administrator or the
person or persons to whom the Option is transferred by will
or the applicable laws of descent and distribution, and
except as so exercised such Option shall expire at the end
of such period.  In no event, however, may an Option be
exercised after the expiration of the Option period.
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8.     Replacement Options
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The Company may grant Options under the Plan on terms
differing from those provided for in Section 6 where such
Options are granted in substitution for Options held by
employees of other corporations who concurrently become
employees of the Company or a subsidiary as the result of a
merger, consolidation or other regoranization of the
employing corporation with the Company of subsidiary, or the
acquisition by the Company or a subsidiary of the business,
property or stock of the employing corporation.  The Board
may direct that the substitute Options be granted on such
terms and conditions as the Board considers appropriate in
the circumstances.
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9.     Changes in Stock
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In the event of a stock dividends, stock split or
recapitalization or merger in which the Company is the
surviving corporation, or other similar capital change, the
number and kind of shares of stock or securities of the
Company to be subject to the Plan and to options then
outstanding or to be granted thereunder, the maximum number
of Shares or securities which may be issued or sold under
the Plan, the exercise price and other relevant provisions
shall be appropriately adjusted by the Board of the Company,
the determination of which shall be binding on all persons.
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10.     Employment Rights
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The adoption of the plan or the granting of an Option does
not confer upon any individual any right to employment or
continued employment with the Company or a subsidiary, as
the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate the
employment of any of its employees at any time.
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11.     Amendment
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The Board may at any time discontinue granting Options under
the Plan.  The Board of the Company may at any time or times
amend the Plan or amend any outstanding Option or Options
for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other
purpose which may at the time be permitted by law provided,
however, that, except to the extent required or permitted
under Section 8, no such amendment shall void or diminish
Options previously granted without the consent of the
Participant, nor shall any amendment increase or accelerate
the conditions and actions required for the exercise of an
Option unless the Participant shall have been discharged
from the Company's employment for cause.
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Adopted by the Board of Directors