SHANNON INTERNATIONAL RESOURCES INC.
                             1999 STOCK OPTION PLAN

                             ARTICLE I: DEFINITIONS

         As used herein, terms have the meaning hereinafter set forth unless the
context should clearly indicate the contrary:

         (a)      "Board" shall mean the Board of Directors of the Company;

         (b)      "Days"  shall mean for  calculation  purposes  the days of the
                  week in which the NASD Electronic  Bulletin Board conducts and
                  is open for regular trading activity;

         (c)      "Company"  shall mean SHANNON INTERNATIONAL  RESOURCES INC., a
                  Nevada corporation;

         (d)      "Director" shall mean a member of the Board;

         (e)      "Fair  Market  Value"  shall mean the average  closing low bid
                  price for the Company's common stock for the previous five (5)
                  trading days ending on the date of grant;

         (f)      "Grant"  means  the  issuance  of an  Option  hereunder  to an
                  Optionee entitling such Optionee to acquire Stock on the terms
                  and  conditions  set forth in a Stock  Option  Agreement to be
                  entered into with the Optionee;

         (g)      "Eligible Plan Participant" shall mean any Director, Executive
                  Officer,  Employee,  Consultant  or  Advisor  which  has  been
                  confirmed by the Board as eligible to  participate  under this
                  Plan;

         (h)      "Option"  shall  mean the  right  granted  to an  Optionee  to
                  acquire Stock of the Company pursuant to the Plan;

         (i)      "Optionee"  shall mean an Eligible Plan  Participant to whom a
                  Grant hereunder has been made;

         (j)      "Plan"  shall mean the SHANNON  INTERNATIONAL  RESOURCES  INC.
                  1999  Stock  Option  Plan,  the terms of which are  herein set
                  forth;

         (k)      "Stock"  shall mean the common stock of the Company or, in the
                  event the  outstanding  shares of stock are hereafter  changed
                  into or exchanged for shares of different  stock or securities
                  of the Company or some other corporation,  such other stock or
                  securities;

         (l)      "Stock Option  Agreement" shall mean the agreement between the
                  Company  and an Optionee  under which an Optionee  may acquire
                  Stock pursuant to the Plan.


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                              ARTICLE II: THE PLAN

         2.1  NAME.  The  plan  shall  be  known  as the  "SHANNON INTERNATIONAL
RESOURCES INC. 1999 Option Plan."

         2.2  PURPOSE.  The purpose of the Plan is to advance the  business  and
development  of the Company and its  shareholders  by  affording to the Eligible
Plan Participants the opportunity to acquire a propriety interest in the Company
by the grant of Options to such  persons  under the terms  herein set forth.  By
doing so, the Company seeks to motivate,  retain and attract  highly  competent,
highly  motivated  Eligible  Plan  Participants  to ensure  the  success  of the
Company.  The Options to be granted  hereunder  are  non-statutory  Options made
available to Eligible Plan Participants.

         2.3 EFFECTIVE  DATE. The Plan shall become  effective upon its adoption
by the Board of the Company.

         2.4 TERMINATION  DATE. The Plan shall terminate ten (10) years from the
date the  Plan is  adopted  by the  Board of the  Company  and at such  time any
Options granted hereunder shall be void and of no further force or effect.


                            ARTICLE III: PARTICIPANTS

         Only  Eligible  Plan  Participants  shall be  eligible to be granted an
Option  under  the  Plan.  The Board may  grant  Options  to any  Eligible  Plan
Participants in accordance with such  determinations as the Board may, from time
to time, in its sole discretion make.


                           ARTICLE IV: ADMINISTRATION

         4.1 The Plan shall be  administered  by the Board of  Directors  of the
Company.  Subject to the express  provisions of the Plan, the Board of Directors
shall have the sole  discretion  and authority to determine  from among eligible
persons  those to whom and the time or times at which Options may be granted and
the  number of shares of Stock to be  subject  to each  Option.  Subject  to the
express  provisions of the Plan, the Board of Directors shall also have complete
authority to  interpret  the Plan,  to  prescribe,  amend and rescind  rules and
regulations  related to it and to determine  the details and  provisions of each
Stock  Option  Agreement  and to make  all  other  determinations  necessary  or
advisable in the  administration  of the Plan. The Board of Directors shall also
have the  authority to modify  outstanding  Options and the  provisions  therein
subject to the agreement of the Optionee.


         4.2  RECORDS OF  PROCEEDINGS.  The Board of  Directors  shall  maintain
written  minutes of its actions which shall be  maintained  among the records of
the Company.

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         4.3  COMPANY  ASSISTANCE.  The  Company  shall  supply  full and timely
information  to the Board of  Directors  in all  matters  relating  to  eligible
Optionees, their status, death, retirement,  disability and such other pertinent
facts as the Board of Directors may require. The Company shall furnish the Board
of  Directors  with such  clerical and other  assistance  as is necessary in the
performance of its duties.


                 ARTICLE V: SHARES OF STOCK SUBJECT TO THE PLAN

         5.1  LIMITATION.  The number of shares of Stock which may be issued and
sold hereunder shall not exceed 1,000,000 shares.

         5.2 OPTIONS  GRANTED  UNDER THE PLAN.  Shares of stock with  respect to
which an Option is granted hereunder,  but which lapses prior to exercise, shall
be  considered  available for grant  hereunder.  Therefore,  if Options  granted
hereunder  shall  terminate for any reason without being wholly  exercised,  new
Options  may be granted  hereunder  covering  the number of shares to which such
terminated Options related.

         5.3  OPTIONS  TO BE  GRANTED.  The Board of  Directors  shall  have the
discretion  to award  options  to  individuals  as and when  deemed  appropriate
subject to the terms and conditions of the Plan.

         5.4  ANTI-DILUTION.  In the  event the  Stock  subject  to this Plan is
changed  into or  exchanged  for a  different  number  or kind of stock or other
securities  of the  Company  or of  another  organization  by reason of  merger,
consolidation or reorganization, recapitalization, reclassification, combination
of shares, stock split or stock dividend;

         (a)      The  aggregate  number and kind of shares of Stock  subject to
                  the Plan shall be adjusted appropriately;

         (b)      Unless modified by the Option  Agreement for a Granted Option,
                  the Option price of any outstanding  Option issued pursuant to
                  the Plan shall be adjusted appropriately;

         (c)      Where  dissolution or liquidation of the Company or any merger
                  of  consolidation  in which  the  Company  is not a  surviving
                  corporation  is  involved,  the  Optionee  holding  any Option
                  issued  pursuant to the Plan shall have the right  immediately
                  prior to such dissolution,  liquidation, merger or combination
                  to  exercise  the Option,  in whole or in part,  to the extent
                  that it shall not have been  exercised  without  regard to any
                  installment exercise provision.


                          ARTICLE VI: OPTION PROVISIONS

         6.1  OPTIONS.  Each Option  granted  hereunder  shall be  evidenced  by
minutes of a meeting of or the written  consent of the Board of Directors and by
a written Stock Option  Agreement  dated as of the date of grant and executed by
the Company and the  Optionee,  which  agreement  shall set forth such terms and
conditions as may be determined by the Board consistent with the Plan.

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         6.2 OPTION  PRICE.  The per share Option price for the stock subject to
each  Option  shall  not be less  than the fair  market  value  per share on the
effective date of grant or such other price as the Board may determine.

         6.3 OPTION PERIOD. Each Option granted hereunder must be granted within
five (5) years from the effective  date of the Plan. The period for the exercise
of each Option shall be determined by the Board,  but in no instance  shall such
period exceed five (5) years from the date of grant of the Option.

         6.4 OPTION EXERCISE.

         (a)      Options  granted  hereunder  may not be  exercised  until  and
                  unless  the  Optionee  shall  meet  the  conditions  precedent
                  established  by the Board of  Directors  for the  Officers  or
                  Directors.

         (b)      Options may be exercised by the Eligible Plan  Participants in
                  whole or in part.  Optionees may exercise  their Option at any
                  time by giving  written  notice to the Company with respect to
                  the  specified  option,   delivered  to  the  Company  at  its
                  principal  office together with payment in full to the Company
                  of the  amount of the  Option  price for the  number of shares
                  with respect to which the Option(s) are then being exercised.

         6.6  NON-TRANSFERABILITY  OF  OPTION.  No Option or any right  relative
thereto shall be transferred  by an Optionee  otherwise than as permitted by the
specific  Grant  of an  Option  consistent  with  the  regulations  of the  U.S.
Securities  and  Exchange  Commission,  by will or by the  laws of  descent  and
distribution.   During  the  lifetime  of  an  Optionee,  the  Option  shall  be
exercisable only by him or her.

         6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.

         (a)      If the  Eligible  Plan  Participant's  relationship  with  the
                  Company shall be terminated,  with or without cause, or by the
                  act of the Eligible Plan Participant,  the Optionee's right to
                  exercise   such  Options   shall   terminate  and  all  rights
                  thereunder  shall cease three (3) days after the date on which
                  such person's association is terminated, unless this provision
                  is modified by the Option Agreement for the Options.  Provided
                  however,  that if the Optionee shall die or become permanently
                  and  totally  disabled  while  employed  by  or  serving  as a
                  non-employee  Director of the Company, as solely determined by
                  the Board in accordance with its policies,  then either his or
                  her  personal   representatives  or  a  transferee  under  the
                  Optionee's  will  or  pursuant  to the  laws  of  descent  and
                  distribution, or the disabled Optionee may exercise the Option
                  in full  six (6)  months  from  the  date  of  such  death  or
                  disability  unless  this  provision  is modified by the Option
                  Agreement  for  the  Options.  In the  case  of an  Optione  s
                  retirement  in  accordance  with  the  Company's   established
                  retirement policy, such Option shall remain exercisable by the
                  Optionee  for three (3) days from the date of such  retirement
                  unless this provision is modified by the Option  Agreement for
                  the Options.


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         (b)      No transfer  of an Option by the  Optionee by will or the laws
                  of descent and  distribution  shall be  effective  to bind the
                  Company  unless the Company shall have been  furnished  with a
                  written notice thereof and an  authenticated  copy of the will
                  and/or such other evidence as the Committee may deem necessary
                  to establish  the validity of the transfer and the  acceptance
                  by the  transferee or  transferees of the terms and conditions
                  of such Option.

         6.8 RIGHTS AS A SHAREHOLDER.

         (a)      An Optionee or a transferee  of an Option shall have no rights
                  as a  shareholder  of the Company  with  respect to any shares
                  subject to any unexercised Options.

         (b)      Ownership rights shall vest with the Eligible Plan Participant
                  according  to  the  vesting  provision  set  forth  in  Option
                  Agreement for the Options granted.

         6.9 REQUIRED  FILINGS.  An Optionee to whom an Option is granted  under
the  terms  of the  Plan  may be  required  to  file  appropriate  reports  with
governmental  agencies.  As a condition  of the receipt of an Option  hereunder,
Optionees  shall  agree to make such  necessary.  The Company  shall  assist and
cooperate  with  Optionees by providing the necessary  information  required for
compliance of this condition.


                         ARTICLE VII: STOCK CERTIFICATES

         7.1 ISSUANCE.  The Company shall issue and deliver any  certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder.

         7.2 TRANSFER RESTRICTIONS. Unless a registration statement covering the
shares underlying the Options is in effect at the time of execution of an Option
Agreement,  the Board shall instruct the Secretary of the  Corporation to impose
restrictions  of the  subsequent  transferability  of Stock  issued  pursuant to
Options to be granted hereunder.  The Stock of the Company to be issued pursuant
to the exercise of an Option shall have such restrictions  prominently displayed
as a legend on such certificate.


               ARTICLE VIII: TERMINATION OR AMENDMENT OF THE PLAN

         The Board may at any time  terminate the plan,  and may at any time and
from  time to time  and in any  respect  amend or  modify  the  Plan.  Provided,
however,  if the Plan has been submitted to and approved by the  shareholders of
the  Company no such  action by the Board may be taken  without  approval of the
majority of the  shareholders  of the Company  which:  (a)  increases  the total
number of shares of Stock subject to the Plan, except as contemplated in Section
5.4 hereof;  (b)  changes the manner of  determining  the Option  price;  or (c)
withdraws the administration of the Plan from the Administrative Committee.

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                             ARTICLE IX: EMPLOYMENT

         9.1 EMPLOYMENT.  Nothing in the Plan or any Option granted hereunder or
in  any  Stock  Option  Agreement  shall  confer  upon a  non-employee  Director
receiving such Option or Stock Option Agreement the status as an employee of the
Company.  Further,  nothing in the Plan or any Option granted hereunder shall in
any manner create in any Optionee the right to continue their  relationship with
the  Company or create  any  vested  interest  in such  relationship,  including
employment.

         9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not effect
any other stock option,  incentive, or other compensation plan in effect for the
Company or any of its  subsidiaries,  nor shall the Plan preclude the Company or
any subsidiary  thereof from  establishing any other forms of incentive or other
compensation  for  employees or  non-employee  Directors of the Company,  or any
subsidiary thereof.

         9.3 PLAN  EFFECT.  The Plan shall be binding  upon the  successors  and
assigns of the Company.

         9.4 TENSE.  When used herein  nouns in the singular  shall  include the
plural.

         9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of articles
and sections hereof are inserted for convenience and reference and constitute no
part of the Plan.


SHANNON INTERNATIONAL RESOURCES INC.


BY:     /s/  BLAIR COADY
    -----------------------------------
    Blair Coady, President, Secretary-Treasurer, Sole Director
    Date:             February 18, 1999


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