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                          ERESOURCE CAPITAL GROUP, INC.

                             STOCK COMPENSATION PLAN

                                    ARTICLE 1
                                NAME AND PURPOSE

1.1     Name. The name of this Plan is the "eResource Capital Group, Inc. Stock
        Compensation Plan."

1.2     Purpose. The purpose of the Plan is to enhance the profitability and
        value of the Company for the benefit of its stockholders by providing
        equity ownership opportunities to better align the interests of
        officers, key employees and valued directors, consultants, independent
        contractors and other agents with those of the Company's stockholders.
        The Plan is also designed to enhance the profitability and value of the
        Company for the benefit of its stockholders by providing stock options
        to attract, retain and motivate officers, key employees and valued
        directors, consultants, independent contractors and other agents who
        make important contributions to the success of the Company.

                                    ARTICLE 2
                 DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION

2.1     General Definitions. The following words and phrases, when used in the
        Plan, unless otherwise specifically defined or unless the context
        clearly otherwise requires, shall have the following respective
        meanings:

        (a)     Affiliate. A Parent or Subsidiary or any other entity designated
                by the Committee in which the Company owns at least a 50%
                interest (including, but not limited to, partnerships and joint
                ventures).

        (b)     Board. The Board of Directors of the Company.

        (c)     Code. The Internal Revenue Code of 1986, as amended. Any
                reference to the Code includes the regulations promulgated
                thereunder.

        (d)     Company. eResource Capital Group, Inc., a Delaware corporation.

        (e)     Committee. The Board or, to the extent delegated by the Board,
                the Company's Compensation Committee or its successors.

        (f)     Common Stock. The common stock, $.04 par value, of the Company.

        (g)     Consultant. Any person engaged by the Company or any Affiliate
                to provide consulting services to the Company or any Affiliate
                as an Independent Contractor and not as an Employee.


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        (h)     Directors. A duly-elected member of the Board.

        (i)     Effective Date. The date that the Plan is approved by the
                stockholders of the Company, which must occur within 12 months
                after adoption by the Board. Any grants of Options prior to the
                approval by the stockholders of the Company shall be void if
                such approval is not obtained.

        (j)     Employee. Any individual employed by the Employer.

        (k)     Employer. The Company and all Affiliates.

        (l)     Exchange Act. The Securities Exchange Act of 1934, as amended.

        (m)     Fair Market Value. For so long as the Common Stock of the
                Company is listed or admitted to unlisted trading privileges on
                a national securities exchange or designated as a national
                market systems security on an interdealer quotation system by
                the National Association of Securities Dealers, Inc. ("NASD") or
                if sales or bid and offer quotations are reported for the Common
                Stock in the automated quotation system ("NASDAQ") operated by
                the NASD ("publicly traded"), "Fair Market Value" shall mean the
                closing price of the Common Stock as of the day in question or,
                if such day is not a trading day in the principal securities
                market or markets for such stock, on the nearest preceding
                trading day, as reported with respect to the market (or the
                composite of markets, if more than one) in which shares of such
                stock are then traded, or, if no such closing prices are
                reported, on the basis of the mean between the high bid and low
                asked prices that day on the principal market or quotation
                system on which shares of such stock are then quoted, or, if not
                so quoted, as furnished by a professional securities dealer
                making a market in such stock selected by the Board. If the
                Common Stock is no publicly traded, "Fair Market Value" means
                with respect to shares of Common Stock, the amount that a
                willing buyer would pay for such shares to a willing seller,
                neither being under any compulsion to buy or to sell and both
                having reasonable knowledge of all relevant factors, as such
                amount is determined by the Board in good faith using any
                reasonable valuation method as of the date of any grant of an
                ISO (or on any other relevant valuation date specified herein).

        (n)     Fiscal Year. The taxable year of the Company, which end June 30
                of each year.

        (o)     Independent Contractor. A Person engaged to provide services to
                the Company or any Affiliate on an independent basis and not as
                an Employee.

        (p)     ISO. An Incentive Stock Option as defined in Section 422 of the
                Code.


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        (q)     NQSO. A Non-Qualified Stock Option, which is an Option that does
                not meet the statutory requirements of an ISO.

        (r)     Option. An option to purchase Shares granted under the Plan.

        (s)     Option Agreement. The document which evidences the grant of an
                Option under the Plan and which sets forth the terms, conditions
                and provisions of, and restrictions relating to, such Option.

        (t)     Parent. Any corporation (other than the Company) in an unbroken
                chain of corporations ending with the Company, if, at the time
                of the grant of an Option, each of the corporations (other than
                the Company or a Subsidiary) owns stock possessing 50% or more
                of the total combined voting power of all classes of stock in
                one of the other corporations in such chain.

        (u)     Participant. An Employee, Director, Consultant, Independent
                Contractor or other agent who is granted an Option under the
                Plan.

        (v)     Person. An individual, corporation, partnership, limited
                liability company, joint venture, association, syndicate, trust,
                unincorporated organization or other entity.

        (w)     Plan. The eResource Capital Group, Inc. 2000 Stock Compensation
                Plan and all amendments and supplements to it.

        (x)     Shares. A share of Common Stock reserved for issuance upon the
                exercise of options.

        (y)     Subsidiary. Any corporation (other than the Company), in an
                unbroken chain of corporations, beginning with the Company, if,
                at the time of grant of an Option, each of such corporation,
                other than the last such corporation in the unbroken chain, owns
                stock or other equity interests possessing 50% or more of the
                total combined voting power of all classes of stock in one of
                the other corporations in such chain.

2.2     Other Definitions. In addition to the above definitions, certain words
        and phrases used in the Plan and any Option Agreement may be defined in
        other portions of the Plan or in such Option Agreement.

2.3     Conflicts in Plan. In the case of any conflict in the terms of the Plan,
        or between the Plan and an Option Agreement, relating to an Option, the
        provisions in the article of the Plan which specifically grants such
        Option shall control those in a different article or in such Option
        Agreement.


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                                    ARTICLE 3
                                  COMMON STOCK

3.1     Numbers of Shares. The number of Shares for which Options may be granted
        under the Plan shall be Twenty Million (20,000,000). Such Shares may be
        authorized but unissued Shares, reacquired Shares or any combination
        thereof.

3.2     Reusage. If an Option expires or is terminated, surrendered or canceled
        without having been fully exercised, the unused Shares covered by any
        such Option shall again be available for grant under the Plan to any
        Participant.

3.3     Adjustments. If there is any change in the Common Stock by reason of any
        stock split, stock dividend, spin-off, split-up, spin-out or
        recapitalization, or any other similar transactions, the number of
        Shares under the Plan or subject to or granted pursuant to an Option and
        the price thereof, as applicable, shall be appropriately adjusted by the
        Committee.

3.4     Reorganization. If the Company is merged, consolidated or effects a
        share exchange with another corporation (whether or not the Company is
        the surviving corporation), or if substantially all of the assets or all
        of the shares of Common Stock are acquired by another corporation, or in
        the event of a separation, reorganization or liquidation of the Company,
        the Board or the board of directors of any corporation assuming the
        obligations of the Company hereunder, shall make appropriate provision
        for the protection of any outstanding Options by the substitution on an
        equitable basis of appropriate capital stock of the Company, or of the
        merged, consolidated or otherwise reorganized corporation which will be
        issuable in respect to the Shares, provided only that the excess of the
        aggregate Fair Market Value of the Shares subject to the Options
        immediately after such substitution over the exercise price thereof is
        not more than the excess of the aggregate Fair Market Value of the
        Shares subject to the Options immediately before such substitution over
        the exercise price thereof. Notwithstanding the preceding sentence, if
        the Company is merged, consolidated or effects a share exchange with
        another corporation or if substantially all of the assets or all of the
        shares of Common Stock of the Company are acquired by another
        corporation, or in the event of a separation, reorganization or
        liquidation of the Company, the Board or the board of directors of any
        corporation assuming the obligations of the Company hereunder may, upon
        written notice to the holder of any outstanding Option, provide that
        such Option must be exercised within sixty (60) days of the date of such
        notice or it will be terminated.

                                    ARTICLE 4
                                   ELIGIBILITY

4.1     Determined By Committee. The Participants and the Options they receive
        under the Plan shall be determined by the Committee in its sole
        discretion. In making its


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        determinations, the Committee shall consider past, present and expected
        future contributions of Participants and potential Participants to the
        Company.

                                    ARTICLE 5
                                 ADMINISTRATION

5.1     Committee. The Plan shall be administered by the Company's Compensation
        Committee. The Committee shall consist of two or more members of the
        Board.

5.2     Authority. Subject to the terms of the Plan, the Committee shall have
        sole discretionary authority to:

        (a)     determine the individuals to whom Options are granted, the type
                and amounts of Options to be granted and the date of issuance
                and duration of all such grants;

        (b)     determine the terms conditions and provisions of, and
                restrictions relating to, each Option granted;

        (c)     interpret and construe the Plan and all Option Agreements;

        (d)     prescribe, amend and rescind rules and regulations relating to
                the Plan;

        (e)     determine the content and form of all Option Agreements;

        (f)     determine all questions relating to Options under the Plan;

        (g)     maintain accounts, records and ledgers relating to Options;

        (h)     maintain records concerning the Committee's decisions and
                proceedings;

        (i)     employ agents, attorneys, accountants or other Persons for such
                purposes as the Committee considers necessary or desirable under
                the Plan; and

        (j)     do and perform all acts which it may deem necessary or
                appropriate for the administration of the Plan and to carry out
                the purposes of the Plan.

5.3     Delegation. The Committee may delegate all or any part of its authority
        under the Plan to any Employee or committee of Employees.

5.4     Decisions of Committee and its Delegates. All decisions made by the
        Committee, or (unless the Committee has specified an appeal process to
        the contrary) any other Person to whom the Committee has delegated
        authority, pursuant to the provisions hereof shall be final and binding
        on all Persons.


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5.5     Indemnification of the Board and the Committee. In addition to such
        other rights of indemnification as they may have as Directors, the
        Directors and members of the Committee shall be indemnified by the
        Company as and to the fullest extent permitted by law, including,
        without limitation, indemnification against the reasonable expenses,
        including attorneys' fees, actually and necessarily incurred in
        connection with the defense of any action, suit or proceeding, or in
        connection with any appeal thereof, to which they or any of them may be
        a party by reason of any action taken or failure to act under or in
        connection with this Plan, or any Options granted hereunder, 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 in relation to matters as to which it shall be
        adjudged in such action, suit or proceeding that such Director or
        Committee member is liable for gross negligence, bad faith or
        affirmative misconduct in his duties.

                                    ARTICLE 6
                                AMENDMENT OF PLAN

6.1     Power of Committee. The Committee shall have the sole right and power to
        amend the Plan at any time and from time to time, provided, however,
        that the Committee may not amend the Plan without approval of the
        stockholders of the Company if such stockholder approval is required
        under Section 422 of the Code or if directed by the Board.

                                    ARTICLE 7
                          TERM AND TERMINATION OF PLAN

7.1     Term. The Plan shall be effective as of the Effective Date. No Option
        shall be granted pursuant to the Plan on or after the tenth (10th)
        anniversary date of the adoption of the Plan by the Board, but Options
        granted prior to such tenth anniversary may extend beyond that date to
        the date(s) specified in the Option Agreement(s) covering such Options.

7.2     Termination. Subject to Article 8 hereof, the Plan may be terminated at
        any time by the Committee.

                                    ARTICLE 8
                     MODIFICATION OR TERMINATION OF OPTIONS

8.1     General. Subject to the provisions of Section 8.2, the amendment or
        termination of the Plan shall not adversely affect a Participant's
        rights to or under any Option granted prior to such amendment or
        termination.

8.2     Committee's Right. Except as may be provided in an Option Agreement, any
        Option granted may be converted, modified, forfeited or canceled,
        prospectively or retroactively in whole or in part, by the Committee in
        its sole discretion; provided, however, that, subject to Section 8.3, no
        such action may impair the rights of any Participant without


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        his or her consent. Except as may be provided in an Option Agreement,
        the Committee may, in its sole discretion, in whole or in part, waive
        any restrictions or conditions applicable to, or may accelerate the
        vesting of, any Option.

8.3     Termination of Options under Certain Conditions. The Committee, in its
        sole discretion, may cancel any unexpired or deferred Options at any
        time if the Participant is not in compliance with all applicable
        provisions of this Plan or with any Option Agreement or if the
        Participant, whether or not he or she is then an Employee, Director,
        Consultant, Independent Contractor or other agent, acts in a manner
        contrary to the best interests of the Company or any Affiliate.

                                    ARTICLE 9
                         OPTION AGREEMENTS; LIMITATIONS

9.1     Grant Evidenced by Option Agreement. The grant of any Option under the
        Plan shall be evidenced by an Option Agreement which shall describe the
        Option granted and the terms and conditions thereof. The granting of any
        Option shall be subject to, and conditioned upon, the recipient's
        execution of an Option Agreement with respect thereto. All capitalized
        terms used in both the Option Agreement and the Plan shall have the same
        meaning as in the Plan, and the Option Agreement shall be subject to all
        of the terms of the Plan.

9.2     Provisions of Option Agreement. Each Option Agreement shall contain such
        provisions as the Committee shall determine in its sole discretion to be
        necessary, desirable and appropriate for the Option granted, which may
        include, without limitation, the following: description of the type of
        Option; the Option's duration; its transferability; exercise price,
        exercise period and the Person or Persons who may exercise; the manner
        in which any withholding tax obligation of the Company or any Affiliate
        arising as the result of such exercise will be satisfied; the effect
        upon such Option of the Participant's death, disability, change of
        duties or termination of employment; the Option's conditions; subject to
        the provisions of Article 10, when, if, and how any Option may be
        forfeited, converted into another Option, modified, exchanged for
        another Option, or replaced; and the restrictions on any Shares
        purchased under the Plan.

9.3     Limitations on Right to Exercise ISO's. No ISO may be exercised after
        the expiration of three (3) months after the earlier of the date the
        employment of an Employee terminates with the Company or the date an
        Employee is given written notice of his or her discharge from such
        employment. The expiration period described in the preceding sentence
        shall be waived in the event such termination occurs because of death or
        because of disability within the meaning of Code Section 22(e)(3)
        ("Disability"); provided, however, that no ISO may be exercised after
        the expiration of one (1) year after the earlier of the date the
        employment of the Employee terminates with the Company or the date the
        Employee is given written notice of his or her discharge from such
        employment because of Disability. Absence or leave approved by the
        Company, to


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        the extent permitted by the applicable provisions of the Code, shall not
        be considered an interruption of employment for any purpose under this
        Plan.

9.4     Limitations on Transfer of ISO. No ISO shall be transferable otherwise
        than by will or the laws of descent and distribution and, during the
        lifetime of the Employee to whom such ISO was granted, no ISO may be
        exercised or other rights or benefits claimed under the Plan by any
        Person other than such Employee (other than the Employee's guardian or
        legal representative). After the death of such original grantee, the
        "holder" of the ISO shall be deemed to be the Person to whom the
        original grantee's rights shall pass under the original grantee's will
        or under the laws of descent and distribution. Notwithstanding the
        foregoing, no transfer of an ISO by will or the laws of descent or
        distribution will be binding on the Company unless the Board is
        furnished with sufficient proof establishing the validity of such
        transfer.

9.5     Additional Limitations on Issuance of Shares. The transfer or issuance
        of Shares upon the exercise of any Option granted under the Plan will be
        contingent upon the advice of counsel to the Company that the Shares to
        be issued pursuant thereto have been duly registered or are exempt from
        registration under the applicable securities laws.

                                   ARTICLE 10
                       SURRENDER AND REISSUANCE OF OPTIONS

10.1    Cancellation and Reissuance of Options. With the prior written consent
        of any affected grantee of Options hereunder, the Committee may grant to
        one or more such grantees, in exchange for their surrender and the
        cancellation of such Options, new Options which may have different
        exercise prices than the exercise prices provided in the Options so
        surrendered and canceled and containing such other terms and conditions
        consistent with the Plan as the Committee may deem appropriate.

                                   ARTICLE 11
                                TERMS OF OPTIONS

11.1    Types of Options. It is intended that both ISOs and NQSOs may be granted
        by the Committee under the Plan.

11.2    Option Price. The purchase price for Shares under any ISO shall be no
        less than the Fair Market Value of the Common Stock at the time the
        Option is granted (or, in the case of a ten-percent-or-greater
        stockholder under Section 422(b)(6) of the Code, 110 percent of Fair
        Market Value).

11.3    Other Requirements for ISOs. The terms of each Option which is intended
        to qualify as an ISO shall meet all requirements of Section 422 of the
        Code or any successor statute in effect from time to time, including,
        without limitation the requirement that the grantee be an Employee.


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11.4    NQSOs. The terms of each NQSO shall provide that such Option will not be
        treated as an ISO. The purchase price for Shares under any NQSO shall be
        established by the Committee, in its sole discretion, at the time of
        granting such NQSO.

11.5    Determination by Committee. Except as otherwise provided in Sections
        11.2 through Section 11.4, the terms of all Options shall be determined
        by the Committee.

                                   ARTICLE 12
                  PAYMENT, DIVIDENDS, DEFERRAL AND WITHHOLDING

12.1    Payment. Upon the exercise of an Option, the amount due the Company is
        to be paid:

        (a)     in cash;

        (b)     by the surrender of all or part of an Option (including the
                Option being exercised);

        (c)     by the tender to the Company of shares of Common Stock owned by
                the Participant and registered in his or her name having a Fair
                Market Value equal to the amount due to the Company;

        (d)     in other property, rights and credits, deemed acceptable by the
                Committee, including the Participant's promissory note; or

        (e)     by any combination of the payment methods specified in (a)
                through (d) above.

                Notwithstanding the foregoing, any method of payment other than
        in cash may be used only with the consent of the Committee or if and to
        the extent so provided in an Option Agreement. The proceeds of the sale
        of Shares purchased pursuant to an Option shall be added to the general
        funds of the Company or to the reacquired Shares held by the Company, as
        the case may be, and used for the corporate purposes of the Company as
        the Board shall determine.

12.2    Withholding. The Company may, at the time any Option is exercised,
        withhold from such exercise of an Option, any amount necessary to
        satisfy federal, state and local withholding requirements with respect
        to such exercise of such Option. Such withholding may be satisfied, at
        the Company's option, either by cash or the Company's withholding of
        Shares.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

13.1    Unfunded Status of the Plan. The Plan is intended to constitute an
        "unfunded" plan for incentive and deferred compensation. With respect to
        any payments or deliveries of Shares not yet made to a Participant by
        the Company, nothing contained herein shall


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        give any rights that are greater than those of a general creditor of the
        Company. No provision of the Plan shall require or permit the Company,
        for the purpose of satisfying any obligations under the Plan, to
        purchase assets or place any assets in a trust or other entity to which
        contributions are made or otherwise to segregate any assets, nor shall
        the Company maintain separate bank accounts, books, records or other
        evidence of the existence of a segregated or separately maintained or
        administered fund for such purposes.

13.2    Underscored References. The underscored references contained in the Plan
        and in any Option Agreement are included only for convenience, and they
        shall not be construed as a part of the Plan or Option Agreement or in
        any respect affecting or modifying its provisions.

13.3    Number and Gender. The masculine, feminine and neuter, wherever used in
        the Plan or in any Option Agreement, shall refer to either the
        masculine, feminine or neuter; and, unless the context otherwise
        requires, the singular shall include the plural and the plural the
        singular.

13.4    Governing Law. The place of administration of the Plan and each Option
        Agreement shall be in the State of Georgia, and this Plan and each
        Option Agreement shall be construed and administered in accordance with
        the laws of the State of Delaware, without giving effect to principles
        relating to conflicts of laws, including, without limitation, issues
        related to the validity and issuance of the Shares.

13.5    Purchase for Investment. The Committee may require each Person
        purchasing the Shares pursuant to an Option to represent to and agree
        with the Company in writing that such Person is acquiring the Shares for
        investment and without a view to distribution or resale. The
        certificates for such Shares may include any legend which the Committee
        deems appropriate to reflect the restrictions on transfer set forth in
        this Plan. All certificates for the Shares delivered under the Plan
        shall be subject to such stock-transfer orders and other restrictions as
        the Committee may deem advisable under all applicable laws, rules and
        regulations, and the Committee may cause a legend or legends to be put
        on any such certificates to make appropriate references to such
        restrictions.

13.6    No Employment or Service Contract. Neither the adoption of the Plan nor
        any Option granted hereunder shall confer upon any Employee, Director,
        Consultant, Independent Contractor or other agent any right to continued
        employment with or services to the Company or any Affiliate, nor shall
        the Plan or any Option interfere in any way with the right of the
        Company or any Affiliate to terminate the employment or services of any
        of its Employees, Directors, Consultants, Independent Contractors or
        other agents at any time.

13.7    No Effect on Other Benefits. The receipt of Options under the Plan shall
        have no effect on any benefits to which a Participant may be entitled
        from the Company or any


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        Affiliate under another plan or otherwise, or preclude a Participant
        from receiving any such benefits.

13.8    Registration of Shares. The Committee, in its discretion, may postpone
        the issuance and/or delivery of the Shares issuable upon any exercise of
        an Option until completion of any registration, or other qualification
        or exemption of such Shares under applicable state and/or federal laws,
        rules or regulations as the Committee considers appropriate, and may
        require any grantee to make such representations and furnish such
        information as it may consider appropriate in connection with the
        issuance or delivery of the Shares in compliance with applicable laws,
        rules and regulations.

13.9    Rights as a Stockholder. Any recipient of an Option shall have no rights
        as a stockholder with respect to any Shares related thereto until the
        issuance of a stock certificate for such Shares following the exercise
        of such Option. Except as otherwise provided for in Sections 3.3 and 3.4
        hereof, no adjustment shall be made for dividends (ordinary or
        extraordinary, whether in cash, securities, or other property) or
        distributions or other rights for which the record date is prior to the
        date such stock certificate is issued.

13.10   Plan Financing. The Company may extend and maintain, or arrange for the
        extension and maintenance of, financing to any grantee (including a
        grantee who is a Director) to purchase Shares pursuant to exercise of an
        Option granted hereunder on such terms as may be approved by the
        Committee in its sole discretion. In considering the terms for extension
        or maintenance of credit by the Company, the Committee shall, among
        other factors, consider the cost to the Company of any financing
        extended by the Company.

13.11   ERISA. The Plan is not an employee benefit plan which is subject to the
        provisions of the Employee Retirement Income Security Act of 1974, and
        the provisions of Code Section 401(a) are not applicable to the Plan.



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