AFFORDABLE HOMES OF AMERICA, INC. 1998 INCENTIVE AND STOCK OPTION PLAN
AS AMENDED FEBRUARY 15, 2000

1.     THE PLAN.

       The purpose of the Affordable Homes of America, Inc. (the "Company")
1998 Incentive and Stock Option Plan (the "Plan") is to provide the
Company with a means of attracting and retaining the services of highly
motivated and qualified directors and key personnel.

       The Plan is intended to advance the interests of the Company and its
stockholders by affording to key employees, consultants and  non-employee
directors, upon whose skill, judgment, initiative and efforts the Company
is largely dependent for the successful conduct of its business, an
opportunity for investment in the Company and incentives inherent in stock
ownership in the Company.  The term Company shall include all subsidiaries
of the Company.

2.     LEGAL COMPLIANCE

       It is the intent of the Plan that it conform in all respects with
the requirements of Rule 16b-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934 ("Rule 16b-3") or, in connection
with Incentive Stock/Options (ISOs),as such term is defined in Section
422 (a) of the Internal Revenue of 1986  ("the Code") as amended from time
to time.  If any aspect of the Plan does not conform to Section 422 (a) of
the Code, as amended from time to time  such aspect shall be deemed to be
modified, deleted, or otherwise changed as necessary to insure continued
compliance with such provisions.

3.     ADMINISTRATION OF THE PLAN

a.     PLAN COMMITTEE.

       The Plan shall be administered by a committee (the "Committee").
The members of the Committee shall be appointed from time to time by the
Board of Directors of the Company (the "Board") and shall consist of not
less than three (3) nor more than five (5) persons.

4.     COMMITTEE PROCEDURES.

       The Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem
proper and in the best interests of the Company.  The Committee shall
keep minutes of its meetings and records of its actions.  A majority of
the members of the Committee shall constitute a quorum for the transaction
of any business by the Committee.  The Committee may act at any time by an
affirmative vote of a majority of those members voting.  Such vote may be
taken at a meeting which may be conducted in person or telecommunication
or by written consent of Committee members without a meeting.

5.     FINALITY OF COMMITTEE ACTION

       The Committee's actions shall be final and conclusive and binding
on all persons, including, without limitations, the Company, its
stockholders, the Committee and each of the members of the Committee, and
the directors, officers, employees and consultants, of the Company, and
their respective successor and interest.

6.     NON-LIABILITY OF COMMITTEE MEMBERS.

       No Committee member shall be liable for any action or determination
made by him in good faith with respect to the Plan or any Options granted
or shares issued thereunder.


7.     NON-EXCLUSIVITY OF THE PLAN

       Nothing contained in the Plan is intended to amend, modify, or
rescind any previously approved compensation plans, programs or options
entered into by the Company.  This plan shall be construed to be in
addition to and independent of any and all such other arrangements.
Neither the adoption of the Plan by the Board nor the submission of the
Plan to the Stockholders of the Company for approval shall be construed
as creating any limitations on the power or authority of the Board to
adopt, with or without stockholder approval, such additional or other
compensation arrangements as the Board may from time to time deem
desirable.

8.     GOVERNING LAW.

       The Plan and all rights and obligations under it shall be construed
and enforced in accordance with the laws of the State of Nevada.