Exhibit 4.1

                          2004 STOCK COMPENSATION PLAN

1.       Purpose of Plan

         1.1 This 2004 Compensation Plan, a non-qualified  Employee Stock Option
Compensation  Plan,  (the  "Plan")  of  Tillman  International,   Inc.,  a  Utah
corporation   (the  "Company")  for  employees,   directors  and  other  persons
associated  with the Company,  is intended to advance the best  interests of the
Company by providing those persons who have a substantial responsibility for its
management  and  growth  with  additional  incentive  and  by  increasing  their
proprietary interest in the success of the Company,  thereby encouraging them to
maintain their  relationships  with the Company.  Further,  the availability and
offering of stock options and common stock under the Plan supports and increases
the Company's  ability to attract and retain  individuals of exceptional  talent
upon whom, in large measure, the sustained progress, growth and profitability of
the Company depends.

2.       Definitions

         2.1 For Plan purposes,  except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:

         "Board" shall mean the Board of Directors of the Company.

         "Committee"  shall  mean  the  Compensation  Committee,  or such  other
committee  appointed  by the  Board,  which  shall  designated  by the  Board to
administer the Plan, or the Board if no committees  have been  established.  The
Committee  shall  composed  of three or more  persons  as from  time to time are
appointed to serve by the Board. Each member of the Committee,  while serving as
such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act").

         "Common Stock" shall mean the Company's Common Stock,  $0.001 par value
per share or such other shares or securities  in the event that the  outstanding
Common Stock are hereafter changed into or exchanged for different securities of
the Company.

         "Company" shall mean Tillman  International,  Inc., a Utah corporation,
and any parent or subsidiary corporation of Tillman International, Inc., as such
terms are  defined in  Sections  425(e) and  425(f),  respectively,  of Internal
Service Code (the "Code").

         "Fair Market" shall mean, with respect to the date a given stock option
is granted or exercised,  the average of the highest and lowest  reported  sales
prices of the Common Stock, as reported by such responsible  reporting  services
as the  Committee  may select,  or if there were no  transactions  in the Common
Stock on such day, then the last preceding day on which transactions took place.


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The above  withstanding,  the  Committee  may determine the Fair Market Value in
such  other  matter as it may deem more  equitable  for Plan  purposes  or as is
required by applicable laws or regulations.

         "Optionee"  shall mean an employee of the company who has been  granted
one or more Stock Option under the Plan.

         "Optionee Shares" shall mean shares of Common Stock which are issued by
the Company pursuant to Section 5, below.

         "Common  Stockholder" means the employee of, consultant to, or director
of the  Company  or other  person  to whom  shares of  Common  Stock are  issued
pursuant to this Plan.

         "Common  Stock  Agreement"  means  an  agreement  executed  by a Common
Stockholder and the Company as  contemplated by Section 5, below,  which imposes
on the shares of Common Stock held by the Common  Stockholder such  restrictions
as the Board or Committee deem appropriate.

         "Stock Option" or  "Non-Qualified  Stock Option" or "NQSO" shall mean a
stock option granted pursuant to the terms of the Plan.

         "Stock Option  Agreement" shall mean the agreement  between the Company
and the Optionee under which the Optionee may purchase Common Stock hereunder.

3.       Administration of the Plan

         3.1 The Committee shall administer the Plan and  accordingly,  it shall
have full power to grant Stock Options and Common Stock,  construe and interpret
the Plan,  establish rules and regulations and perform all other acts, including
the delegation of  administrative  responsibilities,  it believes  reasonable an
proper.

         3.2 The  determination  if those  eligible to receive Stock Options and
Common  Stock,  and the amount,  type and timing of each grant and the terms and
conditions of the respective stock option agreement and other stock compensation
agreements  shall rest in the sole  discretion o the  Committee,  subject to the
provisions of the Plan.

         3.3 The Committee  may cancel any Stock Options  awarded under the Plan
if an Optionee conducts himself in a manner which the Committee determines to be
inimical  to the best  interest  of the  Company,  as set  forth  more  fully in
paragraph 8 of Article 11 of the Plan.

         3.4 The Board,  or the  Committee,  may correct any defect,  supply any
omission or reconcile  any  inconsistency  in the Plan,  or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.


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         3.5 Any decision  made, or action taken,  by the Committee or the Board
arising out of or in connection with the  interpretation  and  administration of
the Plan shall be final and conclusive.

         3.6 Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
shall  constitute a quorum for the  transaction  of business,  and the vote of a
majority of those  members  present at any  meeting  shall  decide any  question
brought  before that  meeting.  In addition,  the  Committee may take any action
otherwise  proper  under  the Plan by the  affirmative  vote,  taken  without  a
meeting, of a majority of its members.

         3.7 No member of the Committee  shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including,  but not limited to, the exercise of any power or discretion given to
him under the Plan,  except those  resulting  from his own gross  negligence  or
willful misconduct.

         3.8 The Company,  through its management,  shall supply full and timely
information  to the  Committee  on all matters  relating to the  eligibility  of
Optionees,  their  duties  and  performance,  and  current  information  on  any
Optionee's  death,  retirement,  disability or other  termination of association
with the Company,  and such other  pertinent  information  as the  Committee may
require.  The Company shall  furnish the Committee  with such clerical and other
assistance as is necessary in the performance of its duties hereunder.

4.       Shares Subject to the Plan

         4.1 The total number of shares of the Company  available  for grants of
Stock Options and Compensation  Stock under the Plan shall be Seventeen  Million
Five  Hundred  Thousand  (17,500,000)  shares,  subject  to  adjustment  for the
anti-dilutive provisions in accordance with Article 7, of the Plan, which shares
may be either authorized but unissued or reacquired Common Stock of the Company.

         4.2 If a Stock Option or portion thereof shall expire ore terminate for
any reason  without  having been  exercised  in full,  the  un-purchased  shares
covered by such NQSO shall be available for future grants of Stock Options.

5.       Award of Common Stock

         5.1  The  Board  or  Committee  from  time  to  time,  in its  absolute
discretion,  may (a) award  Common Stock to employees  of,  consultants  to, and
directors of the Company,  and such other  persons as the Board or Committee may
select,  and (b) permit Holders of Common Stock Options to exercise such Options
prior to full vesting  therein and hold the Common Stock issued upon exercise of
the Option as Common Stock. In either such event, the owner of such Common Stock
shall  hold  such  stock  subjects  to such  vesting  schedule  as the  Board or
Committee  may impose or such vesting  schedule to which the Option was subject,
as determined in the discretion of the Board or Committee.


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         5.2  Common  Stock  shall be issued  only  pursuant  to a Common  Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which shall contain such terms and  conditions  as the Board or Committee  shall
determine  consistent with this Plan, including such restrictions on transfer as
are imposed by the Common Stock Agreement.

         5.3  Upon  delivery  of the  shares  of  Common  Stock  to  the  Common
Stockholder, below, the Common Stockholder shall have, unless otherwise provided
by the Board or Committee,  all the rights of a stockholder with respect to said
shares, subject to the restrictions in the Common Stock Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.

         5.4 Notwithstanding anything in this Plan or any Common Stock Agreement
to the contrary, no Common Stockholders may sell or otherwise transfer,  whether
or not for value,  any of the Common Stock prior to the date on which the Common
Stockholder is vested therein.

         5.5 All shares of Common Stock issued  under this Plan  (including  any
shares of Common Stock and other securities issued with respect to the shares of
Common Stock as a result of stock dividends,  stock splits or similar changes in
the capital  structure of the Company) shall be subject to such  restrictions as
the Board or Committee shall provide,  which  restrictions may include,  without
limitations,  restrictions  concerning  voting  rights,  transferability  of the
Common Stock and restrictions  based on duration of employment with the Company,
Company  performance  and  individual  performance;  provided  that the Board or
Committee  may,  on  such  terms  and  conditions  as  it  may  determine  to be
appropriate,  remove any or all of such  restrictions.  Common  Stock may not be
sold or encumbered until all applicable  restrictions have terminated or expire.
The  restrictions,  if an,  imposed by the Board or Committee of the Board under
this Section 5 need not be identical for all Common Stock and the  imposition of
any  restrictions  with  respect  to any  Common  Stock  shall not  require  the
imposition  of the same or any  other  restrictions  with  respect  to any other
Common Stock.

         5.6 Each Common Stock  Agreement  shall  provide that the Company shall
have the right to repurchase  from the Common  Stockholder  the unvested  Common
Stock  upon  a  termination  of  employment,   termination  of  directorship  or
termination of a consultancy  arrangement,  as  applicable,  at a cash price per
share equal to the purchase price paid by the Common Stockholder for such Common
Stock.

         5.7 In the  discretion  of the Board or  Committee,  the  Common  Stock
Agreement  may provide  that the Company  shall have the right of first  refusal
with respect to the Common  Stock and a right to  repurchase  the vested  Common
Stock  upon a  termination  of the  Common  Stockholder's  employment  with  the
Company, the termination of the Common Stockholder's consulting arrangement with
the Company,  the termination of Common  Stockholder's  service on the Company's
Board, or such other events as the Board or Committee may deem appropriate.


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         5.8 The Board or Committee shall cause a legend or legends to be placed
on  certificates  representing  shares  of  Common  Stock  that are  subject  to
restrictions  under Common Stock Agreements,  which legend or legends shall make
appropriate reference to the applicable restrictions.

6.       Stock Option Term and Conditions

         6.1 Consistent with the Plan's purpose, Stock Options may be granted to
non-employee directors of the Company or other persons who are performing or who
have been engaged to perform  services of special  importance to the management,
operation or development of the Company.

         6.2 All Stock  Options  granted under the Plan shall be evidenced by an
agreement which shall be subject to applicable  provisions of the Plan, and such
other provisions as the Committee may adopt,  including the provisions set forth
in paragraphs 2 through 11 of this Section 6, in the form  substantially  in the
form as the Stock Option  Agreement as that attached to this Plan as Exhibit "A"
(the "Stock Option Agreement").

         6.3 All Stock  Options  granted  hereunder  must be granted  within ten
years from the  earlier of the date of this Plan is adopted or  approved  by the
Company's shareholders.

         6.4 No Stock Option granted to any employee or 10% Shareholder shall be
exercisable  after  the  expiration  of ten  years  from the date  such  NQSO is
granted. The Committee,  in its discretion,  may provide that an Option shall be
exercisable during such ten-year period or during any lesser period of time.

                  The Committee may establish  installment  exercise terms for a
Stock  Option  such  that the NQSO  becomes  fully  exercisable  in a series  of
cumulating portions.  If an Optionee shall not, in any given installment period,
purchase all the Common Stock which such Optionee is entitled to purchase within
such installment  period, such Optionee's right to purchase any Common Stock not
purchased in such  installment  period shall  continue  until the  expiration or
sooner  termination of such NQSO. The Committee may also accelerate the exercise
of any NQSO,  with mutual  written  consent of the holders of any Stock Options.
However, no NQSO, or any portion thereof, may exercisable until thirty (30) days
following date of grant ("30-Day Holding Period.").

         6.5 A Stock Option, or portion thereof,  shall be exercised by delivery
of (i) a written  notice of  exercise to the  Company  specifying  the number of
Common Stock to be purchased,  and (ii) payment of the full price of such Common
Stock, as fully set forth in paragraph 6 of this Section 6.

                  No NQSO or  installment  thereof shall be  exercisable  except
with  respect  to  whole  shares,   and  fractional  shares  interest  shall  be
disregarded.  Not less than 100 Common Stock may be purchased at one time unless
the number  purchased  is the total  number at the time  available  for purchase
under the NQSO.  Until the Common Stock  represented  by an  exercised  NQSO are


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issued to an Optionee, he shall have none of the rights of a shareholder.

         6.6 The exercise price of a Stock Option,  or portion  thereof,  may be
paid:

                  A. In United States  dollars,  in cash or by cashier's  check,
certified check, bank draft or money order,  payable to the order of the Company
in an amount equal to the option price; or

                  B. At the discretion of the Committee, through the delivery of
full paid and nonassessable Common Stock, with an aggregate Fair Market Value on
the date the NQSO is exercised equal to the option price, provided such tendered
Shares  have been  owned by the  Optionee  for at least  one year  prior to such
exercise; or

                  C. By a combination of both A and B above; or

                  D. By a secured Promissory Note, secured by equity approved by
the Committee.  The Committee shall determine  acceptable  methods for tendering
Common  Stock as payment  upon  exercise  of a Stock  Option and may impose such
limitations and  prohibitions on the use of Common Stock to exercise an NQSO, as
it deems appropriate.

         6.7 With the  Optionee's  consent,  the  Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

         6.8 Except by will or the laws of descent and distribution, no right or
interest  in any Stock  Option  granted  under the Plan shall be  assignable  or
transferable,  and no right or interest of any Optionee  shall be liable for, or
subject to, any lien,  obligation  or liability of the  Optionee.  Stock Options
shall be exercisable during the Optionee's  lifetime only by the Optionee or the
duly appointed legal representative of an incompetent Optionee.

         6.9 If the  Optionee  shall die while  associated  with the  Company or
within  three  months  after  termination  of  such  association,  the  personal
representative or administrator of the Optinee's estate or the person(s) to whom
an NQSO granted hereunder shall have been validly  transferred by such personal,
representative  or administrator  pursuant to the Optionee's will or the laws of
descent and distribution, shall have the right to exercise the NQSO for one year
after the date of such  termination  of employment by death,  and (ii) such NQSO
was not exercised,  and (iii) the exercise period may not be extended beyond the
expiration of the term of the Option.

                  No transfer of a Stock Option by the will of an Optionee or by
the laws of  descent  and  distribution  shall be  effective  to bind by Company
unless the Company  shall have  furnished  with  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 o the transfer and the  acceptance by
the transferee or transferee of the terms and conditions of such Stock Option.


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         In  the  event  of  death  following   termination  of  the  Optionee's
association  with the Company while any portion of an NQSO remains  exercisable,
the Committee,  in its discretion,  may provide for an extension of the exercise
period  of up to one  year  after  the  Optionee's  death  but  not  beyond  the
expiration of the term of the Stock Option.

         6.10 Any Optionee who disposes of Common Stock acquired on the exercise
of a NQSO by sale or exchange  either (i) within two years after the date of the
grant of the NQSO under  which the stock was  acquired,  or (ii) within one year
after  the  acquisition  of  such  Shares,  shall  notify  the  Company  of such
disposition  and of the amount realized upon such  disposition.  The transfer of
Common Stock may also be made under applicable  provisions of the Securities Act
of 1933, as amended.

7.       Adjustments or Changes in Capitalization

         7.1 In the event that the  outstanding  Common Stock of the Company are
hereafter  changed into or exchanged for a different number or kind of shares or
other  securities  of the  Company  by reason of  merger,  consolidation,  other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend:

                  A.  Prompt,  proportionate,  equitable,  lawful  and  adequate
adjustment  shall be made of the aggregate  number and kind of shares subject to
Stock Options which may be granted under the Plan,  such that the Optionee shall
have the right to purchase  such Common  Stock as may be issued in exchange  for
the  Common  Stock  purchasable  on  exercise  of  the  NQSO  has  such  merger,
consolidation,   other   reorganization,   recapitalization,   reclassification,
combination  of  shares,  stock  split-up  or stock  dividend  not taken  place,
provided however that, notwithstanding anything in this Plan to the contrary the
number of Plan shares shall not be affected or altered in any way by reason of a
reverse split of the Company's Common Stock;

                  B. Rights under  unexercised Stock Options or portions thereof
granted  prior to any such  change,  both as to the number or kind of shares and
the exercise  price per share,  shall be adjusted  appropriately,  provided that
such  adjustments  shall be made  without  change  in the total  exercise  price
applicable to he unexercised  portion of such NQSO's but by an adjustment in the
price  for  each  share   covered  by  such  NQSO's,   provided   however  that,
notwithstanding anything in this Plan to the contrary, the number of Plan Shares
shall not be affected or altered in any way by reason of a reverse  split of the
Company's Common Stock;

                  C. Upon any  dissolution  or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation,  each
outstanding  Stock Option granted  hereunder shall  terminate,  but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or combination,  to exercise his NQSO in whole part, to the extent that it shall
not have been exercised,  without regard to any installment  exercise provisions
in such NQSO.


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                  D.  Pursuant  to  Title  17,  Chapter  II,  Part   230.416(a),
notwithstanding anything contained in the Plan to cover the contrary,  including
any  adjustments  discussed  in this  Paragraph  7,  the  Plan  Shares  shall be
anti-dilutive  in the event of a reverse  stock  split by the  Company,  i.e.  a
reverse  stock split by the Company  shall not affect or result in any reduction
in the number of Plan Shares remaining in the Plan at the effective time of such
reverse stock split(s).

         7.2 The  foregoing  adjustments  and the manner of  application  of the
foregoing  provisions  shall  be  determined  solely  by  the  Committee,  whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.

8.       Merger, Consolidation or Tender Offer

         8.1 If the  Company  shall be a party  to a  binding  agreement  to any
merger,  consolidation or reorganization or sale of substantially all the assets
of the Company,  each  outstanding  Stock Option shall  pertain and apply to the
securities  and/or property which a shareholder of the number of Common Stock of
the Company  subject to the NQSO would be  entitled to receive  pursuant to such
merger, consolidation or reorganization or sales of assets.

         8.2 In the event that:

                  A. Any person other than the Company  shall  acquire more than
20% of the Common Stock of the Company through a tender offer, exchange offer or
otherwise;

                  B. A change in the  "control" of the Company  occurs,  as such
term is defined in Rule 405 under the Securities Act of 1933;

                  C. There  shall be a sale of all or  substantially  all of the
assets of the Company;

any then  outstanding  Stock  Option held by an  Optionee,  who is deemed by the
Committee to be a statutory  officer  ("Insider")  for purposes of Section 16 of
the Securities  Act of 1934 shall be entitled to receive,  subject to any action
by the Committee  revoking such an entitlement as provided for below, in lieu of
exercise of such Stock Option, to the extent that it is then exercisable, a cash
payment in an amount  equal to the  difference  between the  aggregate  exercise
price  such  NQSO,  or  portion  thereof,  and,  (i) in the event of an offer or
similar  event,  the final offer price per share paid for Common Stock,  or such
lower price as the  Committee may determine to conform an option to preserve its
Stock Option  status,  times and number of Common  Stock  covered by the NQSO or
portion  thereof,  or (ii) in the case of an event covered by B or C above,  the
aggregate  Fair  Market of the  Common  Stock  covered  by the Stock  Option,  s
determined by the Committee at such time.


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         8.3 Any  payment  which the  Company is  required  to make  pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days, following
the event which results in the Optionee's right to such payment. In the event of
a tender offer in which fewer than all the shares which are validly  tendered in
compliance  with such are purchased or exchanged,  then only that portion of the
shares covered by an NQSO as results from multiplying such shares by a fraction,
the numerator of which is the number of Common Stock tendered in compliance with
such offer shall be used to determine the payment thereupon.  To the extent that
all or any portion of a Stock Option shall be affected by this provision, all or
such portion of the NQSO shall be terminated.

         8.4  Notwithstanding  paragraphs  8.1 and 8.3 of this  Section  8,  the
Committee  may,  by  unanimous  vote and  resolution,  unilaterally  revoke  the
benefits of the above provisions;  provided, however, that such vote is taken no
later than ten business days following  public  announcement of the intent of an
offer or the change of control, whichever occurs earlier.

9.       Amendment and Termination of Plan

         9.1 The  Board  may at any  time,  and from  time to time,  suspend  or
terminate  the Plan in  whole  or in part or amend it from  time to time in such
respects  as the  Board may deem  appropriate  and in the best  interest  of the
Company.

         9.2 No amendment, suspension or termination of this Plan shall, without
the Optionee's  consent,  alter or impair any of the rights or obligations under
any Stock Option theretofore granted to him under the Plan.

         9.3 The Board may amend the  Plan,  subject  to the  limitations  cited
above,  in such  manner as it deems  necessary  to permit the  granting of Stock
Options meeting the requirements of future amendments or issued regulations,  if
any, to the Code.

         9.4 No NQSO may be granted  during any  suspension of the Plan or after
termination of the Plan.

10.      Government and Other Regulations

         10.1 The  obligation  of the  Company to issue,  transfer  and  deliver
Common Stock for Stock Options  exercised under the Plan shall be subject to all
applicable laws, regulations,  rules, orders and approval which shall then be in
effect and  required by the relevant  stock  exchanges on which the Common Stock
are traded and by government  entities as set forth below or as the Committee in
its  sole  discretion  shall  deem  necessary  or  advisable.  Specifically,  in
connection  with the  Securities  Act of 1933, as amended,  upon exercise of any
Stock Option, the Company shall not be required to issue Common Stock unless the
Committee  has  received  evidence  satisfactory  to it to the  effect  that the
Optionee  will not  transfer  such  shares  except  pursuant  to a  registration
statement in effect under such Act or unless an opinion of counsel  satisfactory
to the  Company  has been  received  by the  Company  to the  effect  that  such
registration  is not  required.  Any  determination  in this  connection  by the


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Committee shall be final, binding and conclusive.  The Company may, but shall in
no event be obligated,  to take any other  affirmative  action in order to cause
the exercise of a Stock Option ore the issuance of Common Stock pursuant thereto
to comply with any law or regulation of any government authority.

11.      Miscellaneous Provisions

         11.1 No  person  shall  have any  claim or right to be  granted a Stock
Option or Common Stock under the Plan,  and the grant of an NQSO or Common Stock
under  the  Plan  shall  not be  construed  as  giving  an  Optionee  or  Common
Stockholder  the right to be retained by the Company.  Furthermore,  the Company
expressly  reserves the right at any time to terminate its relationship  with an
Optionee with or without cause, free from any liability,  or any claim under the
Plan,  except as provided herein,  in an option  agreement,  or in any agreement
between the Company and the Optionee.

         11.2 Any  expenses  of  administering  this Plan  shall be borne by the
         Company.

         11.3 The payment  received  from  Optionee  from the  exercise of Stock
Options under the Plan shall be used for the general  corporate  purposes of the
Company.

         11.4 The place of  administration  of the Plan shall be in the State of
California, and the validity, construction,  interpretation,  administration and
effect of the Plan and of its rules and regulations,  and rights relating to the
Plan,  shall be determined  solely in  accordance  with the laws of the State of
California.

         11.5 Without  amending the Plan,  grants may be made to persons who are
foreign  nationals or employed outside the United States, or both, on such terms
and  conditions,  consistent  with the  Plan's  purpose,  different  from  those
specified in the Plan as may, in the judgment of the Committee,  be necessary or
desirable to create  equitable  opportunities  given  differences in tax laws in
other countries.

         11.6 In addition,  to such other rights of  indemnification as they may
have as  members of the Board or the  Committee,  the  members of the  Committee
shall be  indemnified by the Company  against all costs and expenses  reasonably
incurred by them in connection with any action, taken or failure to act under or
in connection with the Plan or any Stock Option granted thereunder,  and against
all amounts paid by them in  settlement  thereof  (provided  such  settlement is
approved by independent  legal counsel  selected by the Company) or paid by them
in satisfaction of a judgment in any such action,  suit or proceeding,  except a
judgment base upon a finding of a bad faith;  provided that upon the institution
of any such action,  suit or proceeding a Committee  member  shall,  in writing,
given the Company  notice  thereof and an  opportunity,  at its own expense,  to
handle and defend the same, with counsel acceptable to the Optionee, before such
Committee member undertakes to handle and defend it on his own behalf.

         11.7 Stock Options may be granted under this Plan from time to time, in
substitution  for stock options held by employees of other  corporations who are


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about  to  become  employees  of  the  Company  as the  result  of a  merger  or
consolidation  of the employing  corporation with the Company or the acquisition
by the  Company  of  stock of the  employing  corporation  as a result  which it
becomes a subsidiary of the Company.  The terms and conditions set forth in this
Plan to such  extent as the Board of  Directors  of the  Company  at the time of
grant may be deem appropriate to conform, in whole or in part, to the provisions
of the stock  options in  substitution  for which they are granted,  but no such
variations  shall be such as to affect the status of any such  substitute  stock
options as a stock option under Section 422A of the Code.

         11.8  Notwithstanding  anything  to the  contrary  in the Plan,  of the
Committee  finds by a  majority  vote,  after  full  consideration  of the facts
presented on behalf of both the Company and the Optionee,  that the Optionee has
been engaged in fraud,  embezzlement,  theft,  insider  trading in the Company's
stock,  commission  of a  felony  or  proven  dishonesty  in the  course  of his
association  with the Company or any  subsidiary  corporation  which damaged the
Company or any subsidiary  corporation,  or for disclosing  trade secrets of the
Company  or  any  subsidiary  corporation  ,  the  Optionee  shall  forfeit  all
unexercised  Stock Options and all exercised  NQSO's under which the Company has
not yet delivered the  certificates  and which have been earlier  granted to the
Optionee by the  Committee.  The decision of the Committee as to the cause of an
Optionee's  discharge  and the damage  done to the  Company  shall be final.  No
decision of the Committee,  however,  shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.

12.      Written Assignment

         12.1 Each Stock Option granted hereunder shall be embodied in a written
Stock  Option  Agreement  which  shall be  subject  to the terms and  conditions
prescribed above and shall be signed by the Optionee and by the President or any
Vice President of the Company, for and in the name and on behalf of the Company.
Such  Stock  Option  Agreement  shall  contain  such  other  provisions  as  the
Committee, in its discretion shall be deem advisable.

IN WITNESS  WHEREOF,  this Plan has been  executed  effective  as of January 20,
2004.


                               TILLMAN INTERNATIONAL, INC.,
                               a Utah Corporation


                               /s/ Silvestre Hutchinson
                               -----------------------------------
                               Silvestre Hutchinson, President


                                       11
<Page>

                                   Exhibit "A"
                       To the 2004 STOCK COMPENSATION PLAN
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT ("Option") is entered into effective the ____ day of
__________ 2004, by and between  _____________________  ("Optionee") and Tillman
International, Inc., a Utah corporation (the "Company").

         WHEREAS,  the Company and Optionee are parties to  ___________________,
(the "Agreement") and,  contemporaneously  with any execution of this option, in
consideration for and as an inducement for Optionee entering into the Agreement,
the Company has agreed to issue to  Optionee  options to purchase  shares of its
$.001 par value common stock (the "Common Stock")

         NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Optionee and the Company agree as follows:

1.       The Option

         In consideration for Optionee entering into the Amendment,  the Company
hereby   grants  to  Optionee   the  Option  to  acquire   _____________________
(__________)  shares of its Common  Stock (the "Option  Shares"),  at a purchase
price (each, an "Option Price") as follows:

2.       Terms and Exercise of Option

A)       Terms of Option.  Subject to the terms of this Option,  Optionee  shall
         have the right to  exercise  the Option in whole or in part,  until the
         fifth (5th) anniversary of Optionee's execution hereof.

B)       Exercise of the Option.  The Option may be exercised  either in full or
         in part and from time to time by Optionee  upon  written  notice to the
         Company  setting  out the  number  of  Option  Shares  to be  purchased
         accompanied by payment of the  applicable  portion of the Option Price,
         utilizing  the Notice of Exercise  substantially  in the form  attached
         hereto as Schedule 1 (the "Notice of Exercise")

C)       Issuance  of Option  Shares.  Upon  receipt of notice of  exercise  and
         payment of the Option Price,  the Company shall  immediately  cause the
         delivery of the Option Shares so purchased to Optionee, or in such name
         or  names as  Optionee  may  designate.  In the  event  the  Option  is
         exercised in respect of less than all of the Option Shares  purchasable
         on such  exercise at any time prior to the date of  expiration  hereof,


                                       12
<Page>

         the remaining  Option Shares shall continue to be subject to adjustment
         as set forth in paragraph 3 hereof.

3.       Adjustment of Option Shares

The number of Option Shares purchasable pursuant to this Option shall be subject
to  adjustment  from time to time  upon the  happening  of  certain  events,  as
follows:

A)       Adjustment  for  Recapitalization.  In the event the Company  shall (a)
         subdivide  its  outstanding  shares  of Common  Stock,  or (b) issue or
         convert  by a  reclassification  or  recapitalization  of its shares of
         Common Stock into, for, with other  securities (a  "Recapitalization"),
         the number of Option Shares purchasable hereunder immediately following
         such  Recapitalization  shall be  adjusted  so that  Optionee  shall be
         entitled  to  receive  the kind and  number of  Option  Shares or other
         securities  of the  Company  Measured  as a  percentage  of the current
         issued and outstanding  shares of Company's Common Stock as of the date
         hereof,  which it would have been  entitled  to receive has such Option
         been exercised  immediately prior to the happening of such event or any
         record   date   with   respect   thereto;    provided   however   that,
         notwithstanding  anything in this Plan to the  contrary,  the number of
         Plan  Shares  shall be  affected  or  altered in any way by reason of a
         reverse split of the Company's Common Stock, and that any adjustment to
         the Option Price shall not exceed _________ in event of a reverse split
         of the Company's Common Stock.

B)       Preservation  of  Purchase  Rights  Under  Consolidation.   Subject  to
         paragraph  3.A.  above,  in case of any  Recapitalization  or any other
         consolidation of the Company with or merger of the Company into another
         corporation,  or  in  case  of  any  sale  or  conveyance  top  another
         corporation   of  the   property   of  the  Company  as  an  entity  or
         substantially as an entity,  the Company shall prior to closing of such
         transaction,  cause such  successor or purchasing  corporation,  as the
         case may be, to acknowledge and accept responsibility for the Company's
         obligations  hereunder and to grant Optionee the right  thereafter upon
         payment of the Option  Price to purchase  the kind and amount of shares
         and other  securities  and  property  which he would have owned or have
         been  entitled to receive  after the  happening of such  consolidation,
         merger,  sale or conveyance.  The  provisions of this  paragraph  shall
         similarly  apply  to  successive  consolidations,   mergers,  sales  or
         conveyances.

C)       Notice of Adjustment.  Whenever the number of Option Shares purchasable
         hereunder is adjusted,  as herein  provided,  the Company shall mail by
         first class mail, postage prepaid, to Optionee notice such adjustments,
         and shall deliver to Optionee  setting forth the adjustment,  including
         the computation by which such adjustment was made.


                                       13
<Page>

4.       Assignment

The rights  represented  by this Option may only be assigned or  transferred  by
Optionee to an affiliate or  retirement  plan,  or to a trust if affected as the
result of estate planning.  For the purpose of this Option, the term "affiliate"
shall  be  defined  as a  family  member  or an  enterprise  that  directly,  or
indirectly through one or more intermediaries, controls, or controlled by, or is
under common control of Optionee;  otherwise,  this Option and rights  hereunder
shall not be assigned by either party hereto.

5.       Counterparts

This Option may be executed simultaneously in two or more counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. A facsimile, telecopy or other reproduction of this
instrument  may be executed by one or more parties hereto and such executed copy
may be delivered by facsimile or similar instantaneous  electronic  transmission
device  pursuant  to which the  signature  of or on behalf of such  party can be
seen,  and such execution and delivery  shall be considered  valid,  binding and
effective  for all  purposes.  At the request of any party  hereto,  all parties
agree to  execute  an  original  of this  instrument  as well as any  facsimile,
telecopy or other reproduction hereof.

6.       Further Documentation

Each party hereto agrees to execute such  additional  instruments  and take such
action  as may be  reasonably  requested  by  the  other  party  to  affect  the
transaction, or otherwise to carry out the intent and purposes of this Option.

7.       Notices

All notices and other communications  hereunder shall be in writing and shall be
sent by prepaid first class mail to the parties at the following  addresses,  as
amended by the parties with written notice to

To Optionee:      ___________________________________

                  ___________________________________

                  ___________________________________


                  Telephone:  (___) ___ ____

                  Facsimile:  (___) ___ ____

To the Company:   Tillman International, Inc.

                  ___________________________________

                  ___________________________________

                  Telephone:  (___) ___ ____

                  Facsimile: (___) ___ ____


                                       14
<Page>

8.       Governing Law

This  Option  was  negotiated,  and  shall  be  governed  by the  laws  of  Utah
notwithstanding any conflict-of-law provision to the contrary.

9.       Entire Option

This Option set forth the entire understanding between the parties hereto and no
other prior  written or oral  statement or  agreement  shall be  reorganized  or
enforced.

10.      Severability

If a court of component jurisdiction  determines that any clause or provision of
this  Option  is  invalid,  illegal  or  unenforceable,  the other  clauses  and
provisions  of the Option  shall  remain in full force and effect and the clause
and provisions which are determined to be void,  illegal or unenforceable  shall
be limited,  so that they shall  remain in effect to the extent  permissible  by
law.

11.      Headings

The Section and subsection  headings in this Option are inserted for convenience
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Option.

IN WITNESS WHEREOF, the parties have executed this Option the day and year first
written above.


                                   "Optionee"


                                   ---------------------------------------------


                                   The "Company"

                                   Tillman International, Inc.
                                   a Utah Corporation


                                   By:  ----------------------------------------
                                        Name:
                                        Title:


                                       15
<Page>

                                    Exhibit A
                          To the Stock Option Agreement

                               NOTICE OF EXERCISE


To:      Tillman International, Inc.


         (1) The  undersigned  hereby elects to purchase  shares of Common Stock
(the "Exercised Shares") of Tillman International, Inc. pursuant to the terms of
the  attached  2004 Stock  Compensation  Plan (the  "2004  Plan"),  and  tenders
herewith  payments of the exercise price for the Exercise Shares,  together with
all applicable transfer taxes, if any.

         (2)  Please  issue  a  certificate  or  certificates  representing  the
Exercised  Shares  in the  name  the  undersigned  or in such  other  name as is
specified below:




                  -----------------------------------
                  (Name)


                  -----------------------------------
                  (Address)



Dated:



                                          --------------------------------------
                                          Signature


                                       16
<Page>


Optionee: _____________________             Date of Grant: _____________________


                                    Exhibit B
                          To the Stock Option Agreement

<Table>
<Caption>
----------------------- --------------------- -------------------- --------------------- --------------------
         DATE               SHARES PURCHSED    PAYMENT RECEIVED     UNEXERCISED SHARES     ISSUING OFFICER
                                                                        REMAINING             INITIALS
<S>                     <C>                   <C>                  <C>                   <C>
----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------

----------------------- --------------------- -------------------- --------------------- --------------------
</Table>


                                       17