ATLANTIS BUSINESS DEVELOPMENT CORPORATION

            2004 EXECUTIVE AND EMPLOYEE BENEFIT AND STOCK OPTION PLAN

                                    SECTION 1

                                    PURPOSES.
                                    ---------

     Atlantis Business Development Corporation (the "Company") desires to afford
certain of its key employees, officers, directors and consultants who are
responsible for the continued growth of the Company an opportunity to acquire a
proprietary interest in the Company, and thus to create in such individuals an
increase in and greater concern for the welfare of the Company and its
subsidiary.

     The Company, by means of this 2004 Executive and Employee Benefit and Stock
Option Plan (the "Plan"), seeks to retain the services of persons now holding
key positions and to secure the services of persons capable of filling such
positions.

     The Shares of common stock and stock options offered pursuant to the Plan
are a matter of separate inducement and may be in lieu of any salary or other
compensation for the services of any key employee or consultant.

     The stock options granted under the Plan are intended to be either
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended, or options that do not meet the requirements
for incentive stock options.

                                    SECTION 2

                                  DEFINITIONS.
                                  -----------

As used in the Plan, the following terms shall have the meanings set forth
below:

     (a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest.

     (b) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.

     (c) "Committee" shall mean the Board of Directors, or a committee of the
Board of Directors of the Company designated by resolution of the Board of
Directors to administer the Plan, which shall consist of not less than two (2)
"Non-Employee Directors," as such term is defined in Rule 16b-3(b)(3)(i)
promulgated under the Securities Exchange Act of 1934, as amended, each having
the requisite qualifications thereunder to satisfy the requirements of Rule
16b-3.

     (d) "Company shall mean ATLANTIS BUSINESS DEVELOPMENT CORPORATION", a
Delaware corporation.


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     (e) "Eligible Person" shall mean any employee, officer or consultant
providing services to the Company or any Affiliate who the Committee determines
to be an Eligible Person. A director of the Company who is not also an employee
of the Company or an Affiliate shall not be an Eligible Person.

     (f) "Fair Market Value" shall mean the closing "bid" price of the Company's
Shares on the date in question as quoted on the Electronic Bulletin Board of the
National Association of Securities Dealers or its Automated Quotation System
("NASDAQ") or on any successor national stock exchange on which the Common Stock
is then traded, provided, however, that if on the date in question there is no
public market for the Company's Shares and they are neither quoted on "NASDAQ"
nor traded on a national securities exchange, then the Committee shall, in its
sole discretion and best judgment, determine the Fair Market Value.

     (g) "Incentive Stock Option" shall mean an option granted under the Plan
that is intended to meet the requirements of Section 422 of the Code or any
successor provision.

     (h) "Non-Qualified Stock Option" shall mean an option granted under the
Plan that is not intended to be an Incentive Stock Option.

     (i) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

     (j) "Option Agreement" shall mean any written agreement, contract or
document evidencing any Option granted under the Plan.

     (k) "Participant" shall mean an Eligible Person designated to be granted an
Option under the Plan.

     (l) "Person" shall mean any individual, corporation, partnership,
association, limited liability company, association or trust.

     (m) "Plan" is intended to constitute an employee benefit plan as defined in
Rule 405 promulgated under the Securities Act of 1933, as amended and herein is
referred to as the 2004 Executive and Employee Benefit and Stock Option Plan, as
amended from time to time.

     (n) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.

     (o) "Shares" shall mean shares of Common Stock, $.001 par value, of the
Company underlying the Plan.

                                    SECTION 3

                                 ADMINISTRATION.
                                 --------------

(a) Power and Authority of the Committee. The Plan shall be administered by the
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Board of Directors, or, pursuant to resolution of the Board of Directors, a
committee consisting of at least two non-employee directors, (the "Committee").
Subject to the express provisions of the Plan and to applicable law, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the types of stock or Options (e.g., whether Incentive Stock
Options or Non-Qualified Stock Options) to be granted to each Participant under
the Plan; (iii) determine the number of Shares to be covered by each Option;
(iv) determine the terms and conditions of any Option Agreement; (v) amend the


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terms and conditions of any stock or Option Agreement and accelerate the
exercisability of Options covered thereunder; (vi) determine whether, to what
extent and under what circumstances Options may be exercised in cash, Shares or
other property, or canceled, forfeited or suspended; (vii) determine whether, to
what extent and under what circumstances Options shall be deferred either
automatically or at the election of the holder thereof or the Committee; (viii)
interpret and administer the Plan and any instrument or Option Agreement
relating to any stock or Option granted under the Plan; (ix) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (x) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Option shall be within
the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and binding upon any Participant, any holder or beneficiary of
any Option granted under the Plan and any employee of the Company or any
Affiliate.

                                    SECTION 4

                       AVAILABLE SHARES SUBJECT TO OPTION.
                       ----------------------------------

     (a) Shares Available. The total number of Shares for which shares or
Options may be granted pursuant to the Plan shall be 2,000,000 Shares of the
Common Stock in the aggregate, subject to adjustment as provided in Section
4(c). If any Shares covered by an Option or to which an Option relates are not
purchased or are forfeited, or if an Option otherwise expires, then the number
of Shares counted against the aggregate number of Shares available under the
Plan with respect to such Option, to the extent of any such forfeiture or
termination, shall again be available for Options under the Plan.

     (b) Accounting for Shares Covered by an Option. For purposes of this
Section 4, the number of Shares covered by an Option shall be counted on the
date of grant of such Option against the aggregate number of Shares available
for granting Options under the Plan.

     (c) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar rights to purchase Shares or other securities of the Company or
other similar corporation transaction or event affects the Shares subject to
Option grants under the Plan such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of(i) the number of Shares which may thereafter be made the subject of
Options; (ii) the number of Shares subject to outstanding Option awards; (iii)
the purchase or exercise price with respect to any Option, provided, however,
that the number of Shares covered by an Option or to which such Option relates
shall always be a whole number.

     (d) Incentive Stock Options. Notwithstanding the foregoing, the number of
Shares available for granting Incentive Stock Options under the Plan shall not
exceed 2,000,000, subject to adjustment as provided in the Plan and Section 422
or 424 of the Code or any successor provisions.


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                                    SECTION 5

                                   ELIGIBILITY
                                   -----------

Any Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Option and the terms of any
Option, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions to
the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to fall or part-time employees (which term as
used herein includes, without limitation, officers and directors who are also
employees) and an Incentive Stock Option shall not be granted to an employee of
an Affiliate unless such Affiliate is also a "subsidiary corporation" of the
Company within the meaning of Section 424(f) of the Code or any successor
provision.

                                    SECTION 6

                                     AWARDS.
                                     ------

     (A) OPTION AWARDS
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     The Committee is hereby authorized to grant Options to Participants with
the following terms and conditions and with such additional terms and conditions
not inconsistent with the provisions of the Plan as the Committee shall
determine:

     (i) Exercise Price. The purchase price per Share purchasable under an
         --------------
Option shall be determined by the Committee, provided, however, that such
purchase price shall not be less than 100% of the Fair Market Value of a Share
on the date of grant of such Option, provided further, however, that in the case
of an Incentive Stock Option granted to a Participant who, at the time such
Option is granted, owns Shares of the Company or shares of any subsidiary
corporation or parent corporation of the Company which possesses more than ten
percent (10%) of the total combined voting power of all classes of shares of the
Company or of any subsidiary corporation or parent corporation of the Company
(hereinafter, a "10% Shareholder"), the purchase price for each Share shall be
such amount as the Committee in its best judgment shall determine to be not less
than one hundred ten percent (110%) of the Fair Market Value per Share at the
date the Incentive Stock Option is granted. In determining stock ownership of a
Participant for any purposes under the Plan, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by Participant and believed by it to be true.

     (ii) Option Term. The term of each Option shall be fixed by the Committee
          -----------
which in any event shall not exceed a term (10) years from the date of the
grant, provided, however, that the term of any Incentive Stock Option granted to
any 10% Shareholder shall not be exercisable after the expiration of five (5)
years from the date such Incentive Stock option was granted.

     (iii) Maximum Grant of Incentive Stock Options. The aggregate Fair Market
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Value (determined on the date the Incentive Stock Option is granted) of Shares
subject to an Incentive Stock Option (when first exercisable) granted to a
Participant by the Committee in any calendar year shall not exceed $100,000.

     (iv) Time and Method of Exercise. Subject to the provisions of the Plan,
          ----------------------------
the Committee shall determine the time or times at which an Option may be
exercised in whole or in part and the method or methods by which, and the form
or forms (including, without limitation, cash, Shares, promissory notes, other
securities, other property, cancellation of credit or amounts due optionee from


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Company, or any combination thereof, having a Fair Market Value on the exercise
date equal to the relevant exercise price) in which, payment of the exercise
price with respect thereto may be made or deemed to have been made.

     (v) Vesting of Options. The committee shall have discretion as to whether
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Options granted to participants shall either vest immediately on grant or shall
vest over time.

     (v) Limits on Transfer of Options. No Option shall be transferable by a
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Participant otherwise than by will or by the laws of descent and distribution;
provided, however, that, if so determined by the Committee, a Participant may,
in the manner established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of the Participant and receive any Shares
purchased with respect to any Option upon the death of the Participant. Each
Option shall be exercisable during the Participant's lifetime only by the
Participant or, if permissible under applicable law, by the Participant's
guardian or legal representative. No Option or Shares underlying any Option
shall be pledged, alienated, attached or otherwise encumbered, and any purported
pledge, alienation, attachment or encumbrance thereof shall be void and
unenforceable against the Company or any Affiliate.

     (vi) Restrictions: Securities Exchange Listing. All certificates for Shares
          ------------
delivered upon the exercise of Options under the Plan shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed on
such certificates to make appropriate reference to such restrictions. If the
Shares or other securities are traded on a national securities exchange, the
Company shall not be required to deliver any Shares covered by an Option unless
and until such Shares have been admitted for trading on such securities
exchange.

     (vii) Termination of Employment.
           -------------------------

     Upon termination of the employment, business relationship or consultancy,
as the case may be, of any Participant, an Option previously granted to the
Participant, unless otherwise specified by the Committee in the Option, shall,
to the extent not theretofore exercised, terminate and become null and void,
provided that:

     (a) If the Participant shall die while in the employ of the Company or
during a period after termination of employment as specified in clause (b) below
and at a time when such Participant was entitled to exercise an Option as herein
provided, the legal representative of such Participant, or such Person who
acquired such Option by bequest or inheritance or by reason of the death of the
Participant, may, not later than one (1) year from the date of death, exercise
any non-vested Option which was not theretofore exercise in respect of any or
all of such number of Shares as specified by the Committee in such Option; and

     (b)With respect to Participants who are employees, if the employment of any
employee to whom such Option shall have been granted shall terminate by reason
of the Employee's retirement (at such age or upon such conditions as shall be
specified by the Board of Directors), disability (as described in Section
22(e)(3) of the Code) or dismissal by the employer other than for cause (as
defined below), and while such employee Participants entitled to exercise such
option as herein provided, such employee Participant shall have the right to
exercise any non-vested Option held by him (or her), to the extent not
theretofore exercised, in respect of any or all of such number of Shares as
specified by the Committee in such Option, at any time up to and including
twelve (12) months after the date of such termination of employment. In the
event death occurs during the 12 month period after termination for any reason


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other than for cause, the time for such optionee's representative to exercise
such option shall extend to one (1) year from date of death of the optionee.

     (c) If a Participant voluntarily terminates his or her employment or
consultancy, as the case may be, any non-vested Option granted hereunder shall,
unless otherwise specified by the Committee in the Option, forthwith terminate
with respect to any unexercised portion thereof.

     (d) If a Participant is terminated for cause as hereinafter defined, all
vested and non-vested options shall terminate immediately unless otherwise
specified by the Committee in the Option or at time of termination.

     (e) If an Option granted hereunder shall be exercised by the legal
representative of a deceased or disabled Participant, or by a person who
acquired an Option granted hereunder by bequest or inheritance or by reason of
death of any such person, written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the right of
such legal representative or other person to exercise such Option.

     (f) For all purposes of the Plan, the term "for cause" shall mean, (i) with
respect to a Participant who is a party to a written employment or consultancy
agreement with the Company, as the case may be, which contains a definition of
"for cause" or "cause" (or words of like import) for purposes of termination of
employment or consultancy thereunder by the Company, "for cause" or "cause" as
defined in the most recent of such agreements, or (ii) in all other cases, as
determined by the Committee, in its sole discretion, that one or more of the
following has occurred: (W) any failure by a Participant to substantially
perform his or her employment or consultancy duties, as the case may be, which
shall not have been corrected within thirty (30) days following written notice
thereof, (X) any engaging by such Participant in misconduct or, in the case of
an officer Participant, any failure or refusal by such officer Participant to
follow the directions of the Company's Board of Directors or Chief Executive
Officer of the Company which, in either case, is injurious to the Company or any
Affiliate, (Y) any breach by a Participant of any covenant contained in the
instrument pursuant to which an Option is granted, or (Z) such Participant's
conviction of or entry of a plea of nolo contendere in respect of any felony, or
of a misdemeanor which results in or is reasonably expected to result in
economic or reputational injury to the Company or any of its Affiliates.

     (g) Notwithstanding the foregoing, all vested options shall expire on the
termination date specified on the first page on the option except in the case of
dismissal for cause, in which case, vested options shall expire on the effective
date of dismissal.

(B) STOCK AWARDS:
-----------------

     The committee may, in its discretion, grant stock awards under this Plan as
it deems necessary or appropriate consistent with the purposes and provisions of
the Plan.

                                    SECTION 7

                     AMENDMENT AND TERMINATION: ADJUSTMENTS.
                     --------------------------------------

Except to the extent prohibited by applicable law and unless otherwise expressly
provided in an Option Agreement or in the Plan:


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     (a) Amendments to the Plan. The Board of Directors of the Company may
         ----------------------
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Option Agreement,
without the approval of the stockholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that,
absent such approval:

     (i) would cause Rule 16b-3 to become unavailable with respect to the Plan;

     (ii) would violate the rules or regulations of any national securities
exchange on which the Shares of the Company are traded or the rules or
regulations of the National Association of Securities Dealers, Inc. that are
applicable to the Company; or

     (iii) would cause the Company to be unable, under the Code, to grant
Incentive Stock Options under the Plan.

     (b) Amendments to Option Grants. The Committee may waive any conditions or
     -------------------------------
rights of the Company under any outstanding Option grant, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Option grant, prospectively or retroactively, without
the consent of the Participant or holder or beneficiary thereof, except as
otherwise herein provided.

     (c) Correction of Defects, Omissions and Inconsistencies. The Committees
         ----------------------------------------------------
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Option in the manner and to the extent it shall deem desirable
to carry the Plan into effect.

                                    SECTION 8

                      INCOME TAX WITHHOLDING: TAX BONUSES.
                      -----------------------------------

        (a) Withholding. In order to comply with all applicable federal or state
            -----------
income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist
a Participant in paying all or a portion of the federal and state taxes to be
withheld or collected upon exercise of any Option, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (i) electing to
have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise of any Option with a Fair Market Value equal to the amount of such
taxes or (ii) delivering to the Company Shares other than the Shares issuable
upon exercise of the applicable Option with a Fair Market Value equal to the
amount of such taxes. The election, if any, must be made on or before the date
that the amount of tax to be withheld is determined.

        (b) Tax Bonuses. The Committee, in its discretion, shall have the
            -----------
authority, at the time of grant of any Option under this Plan or at any time
thereafter, to approve cash bonuses to designated Participants to be paid upon
their exercise in order to provide funds to pay all or a portion of federal and
sate taxes due as a result of such exercise. The Committee shall have full
authority in its discretion to determine the amount of any such tax bonus.


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                                    SECTION 9

                               GENERAL PROVISIONS.
                               ------------------

     (a) No Rights to Option Grants. No Eligible Person, Participant or other
         --------------------------
Person shall have any claim to be granted an Option under the Plan, and there is
no obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Options granted under the Plan. The terms and
conditions of Options need not be the same with respect to any Participant or
with respect to different Participants.

     (b) Option Agreements. No Participant will have rights under an Option
         -----------------
granted to such Participant unless and until an Option Agreement shall have been
duly executed on behalf of the Company. Each Option Agreement shall set forth
the terms and conditions of any Option granted to a Participant consistent with
the provisions of this Plan.

     (c) No Limit on Other Compensation Arrangements. Nothing contained in the
         -------------------------------------------
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.

     (d) No Right to Employment. The grant of an Option shall not be construed
         ----------------------
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate, nor will it affect in anyway the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any time dismiss a Participant from
employment free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Option Agreement.

     (e) Governing Law. The validity, construction and effect of the Plan or any
         -------------
Option granted hereunder, and any rules and regulations relating to the Plan or
any Option granted hereunder, shall be determined in accordance with the laws of
the State of Delaware except to the extent preempted by Federal law.

     (1) Severability. If any provision of the Plan or any Option is or becomes
         ------------
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the Plan or any Option under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Option, such provision shall be stricken as to such jurisdiction
or Option, and the remainder of the Plan or any Option shall remain in full
force and effect.

     (g) Section Headings. The section headings included herein are only for
         ----------------
convenience, and they shall have no effect on the interpretation of the Plan.

                                   SECTION 10

                           EFFECTIVE DATE OF THE PLAN.
                           --------------------------

The Plan shall be effective on February __,2004 (the "Plan Effective Date"),
subject to approval by the Company's stockholders within one (1) year
thereafter.


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                                   SECTION 11

                                TERM OF THE PLAN.
                                ----------------

Unless the Plan shall have been discontinued or terminated as provided in
Section 7(a), the Plan shall terminate on February 1, 2014.  No Option shall be
granted after the termination of the Plan. However, unless otherwise expressly
provided in the Plan or in an applicable Option Agreement, any Option
theretofore granted may extend beyond the termination of the Plan, and the
authority of the Committee provided for hereunder with respect to the Plan and
any Option grants, and the authority of the Board of Directors of the Company to
amend the Plan, shall extend beyond the termination of the Plan.

IN WITNESS WHEREOF, this Plan has been executed at _______________________ on
this ____ day of February, 2004.

                    ATLANTIS BUSINESS DEVLOPMENT CORPORATION

By /s/ John Leo
   -----------------------------
   John Leo
   President and Chief Executive Officer


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