EXHIBIT 10.17

                                 LMC CAPITAL CORP.
                             2001 STOCK INCENTIVE PLAN

1.  GENERAL PROVISIONS

     1.1  Establishment and Purpose of Plan.

     LMC Capital Corp., a Nevada corporation (the "Company") and its
Subsidiaries which it may have from time to time (Company and such
Subsidiaries are referred to herein as the "Company") hereby
establishes a stock incentive plan to be known as the "LMC Capital
Corp. 2001 Stock Incentive Plan" (hereinafter referred to as the
"Plan"), as set forth in this document.  The Plan is intended to
allow designated officers and employees (all of whom are sometimes
collectively referred to herein as "Employees") of to receive certain
options ("Stock Options") to purchase the Company's common stock ,
$0.001 par value ("Common Stock"), and to receive grants of Common
Stock subject to certain restrictions ("Awards").  As used in this
Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of the Company within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended ("Code").
The purpose of this Plan is to provide Employees with equity-based
compensation incentives to make significant and extraordinary
contributions to the long-term performance and growth of the Company,
and to attract and retain Employees of exceptional ability.

     Subject to approval by the Company's stockholders, the Plan
shall become effective as of October 1, 2001 (the "Effective Date")
and shall remain in effect as provided in Section 1.3 hereof.

     1.2  Administration

     1.2.1  The Plan shall be administered by the Board of
Directors or by a Compensation Committee ("Committee") of, or
appointed by, the Board of Directors of the Company ("Board").  Each
member of the Committee shall be a "disinterested person" as that
term in defined in Rule 16b-3 promulgated by the Securities Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act"), but no action of the Committee
shall be invalid if this requirement is not met.  The Committee shall
select one of its members as Chairman and shall act by vote of
majority of a quorum, or by unanimous written consent.  A majority of
its members shall constitute a quorum.  The Committee shall be
governed by the provisions of the Company's Bylaws and of Nevada law
applicable to the Board, except as otherwise provided herein or
determined by the Board.

     1.2.2  The Board or Committee shall have full and complete
authority, in its discretion, but subject to the express provisions
of the Plan: to approve the Employees nominated by the management of
the Company to be granted Awards or Stock Options; to determine the
number of Awards or Stock Options to be granted to an Employee; to
determine the time or times at which Awards or Stock Options shall be
granted; to establish the terms and conditions upon which Awards or
Stock Options may be exercised; to remove or adjust any restrictions
and conditions upon Awards or Stock Options; to specify, at the time
of grant, provisions relating to exercisablity of Stock Options and
to accelerate or otherwise modify the exercisability of any Stock
Options; and to adopt such rules and regulations and to make all
other determinations deemed necessary or desirable for the
administration of the Plan.  All interpretations and constructions of
the Plan by the Board or Committee, and all of its actions hereunder,
shall be binding and conclusive on all persons for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold
harmless each Board or Committee member and each employee of the
Company, and the estate and heirs of such Board or Committee member
or employee, against all claims, liabilities, expenses, penalties,
damages or other pecuniary losses, including legal fees, which such
Board or Committee member or employee, his or her estate or heirs may
suffer as a result of his or her responsibilities, obligations or
duties in connection with the Plan, to the extent that insurance, if
any, does not cover the payment of such items.  No member of the
Board or Committee shall be liable for any action or determination
made in good faith with respect to the Plan or any Award or Stock
Option granted pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees eligible under the Plan shall be approved by the Board
or Committee from those Employees who, in the opinion of the
management of the Company, are in positions which enable them to make
significant and extraordinary contributions to the long-term
performance and growth of the Company.  In selecting Employees to
whom Stock Options or Awards may be granted, consideration shall be
given to factors such as employment position, duties and
responsibilities, ability, productivity, length of service, morale,
interest in the Company and recommendations of supervisors.  No
member of the Committee shall be eligible to participate under the
Plan or under any other Company plan if such participation would
contravene the standard of paragraph 1.2.1 above relating to
"disinterested persons".

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be one million (1,000,000) subject to the
adjustment pursuant to the provisions of paragraph 4.1.  If shares of
Common Stock awarded or issued under the Plan are reacquired by the
Company due to a forfeiture or for any other reason, such shares
shall be cancelled and thereafter shall again be available for
purposes of the Plan.  If a Stock Option expires, terminates or is
cancelled for any reason without having been exercised in full, the
shares of Common Stock not purchased thereunder shall again be
available for purposes of the Plan.

2.  PROVISIONS RELATING TO STOCK OPTIONS

     2.1  Grants of Stock Options.

     The Board or Committee may grant Stock Options in such amounts,
at such times, and to such Employees nominated by the management of
the Company as the Board or Committee, in its discretion, may
determine.   Stock Options granted under the Plan shall constitute
"incentive stock options" within the meaning of Section 422 of the
Code, if so designated by the Board or Committee on the date of
grant.  The Board or Committee shall also have the discretion to
grant Stock Options which do not constitute incentive stock options,
and any such Stock Options shall be designated non-statutory stock
options by the Board or Committee on the date of grant.  The
aggregate fair market value (determine as of the time an incentive
stock option is granted) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by any
Employee during any one calendar year (under all plans of the Company
and any parent or Subsidiary of the Company) may not exceed a maximum
amount permitted under Section 422 of the Code (currently one hundred
thousand dollars ($100,000)).  Non-statutory stock options shall not
be subject to the limitations relating to incentive stock options
contained in the preceding sentence.  Each Stock Option shall be
evidenced by a written agreement ("Option Agreement") in a form
approved by the Board or Committee, which shall be executed on behalf
of the Company and by the Employee to whom the Stock Option is
granted, and which shall be executed on behalf of the Company and by
the conditions of this Plan.  In the discretion of the Board or
Committee, Stock Options may include provisions (which need not be
uniform), authorized by the Board or Committee in its discretion,
that accelerate an Employee's rights to exercise Stock Options
following a "Change in Control", upon termination of such Employee
employment by the Company without "Cause" or by the Employee for
"Good Reason", as such terms are defined in paragraph 3.1 hereof.
The holder of a Stock Option shall not be entitled to the privileges
of stock ownership as to any shares of Common Stock not actually
issued to such holder.

     2.2  Purchase Price.

     The purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall equal to at
least the market price of the Common Stock on the date of the grant,
less any discount as deemed appropriate by the Board or the Committee.

     2.3  Option Period.

     The Stock Option period ("Term") shall commence on the date of
grant of the Stock Option and shall be ten years or such shorter
period as determined by the Board or Committee.  Each Stock Option
shall provide that it is exercisable over its term in such periodic
installments as the Board or Committee in its sole discretion may
determine.  Such provisions need not be uniform.  Notwithstanding the
foregoing, but subject to the provisions of paragraphs 1.2.2 and 2.1,
Stock Options granted to Employees who are subject to the reporting
requirements of Section 16(a) of the Exchange Act ("Section 16
Reporting Persons") shall not be exercisable until at least six
months and one day from the date the Stock Option is granted.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part
(but not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at
the principal office of the Company, together with payment of the
Exercise Price and an executed Notice and Agreement of Exercise in
the form prescribed by paragraph 2.4.2.  Payment may be made (i) in
cash, (ii) by cashier's or certified cheque, (iii) by surrender of
previously owned shares of the Company's Common Stock valued pursuant
to paragraph 2.2 (if the Board or Committee authorizes payment in
stock in its discretion), (iv) by withholding from the Option Shares
which would otherwise be issuable upon the exercise of the Stock
Option that number of Option Shares equal to the exercise price of
the Stock Options, if such withholding is authorized by the Board or
Committee in its discretion, or (v) in the discretion of the Board or
Committee, by the delivery to the Company of the optionee's
promissory note secured by the Option Shares, bearing interest at a
rate sufficient to prevent the imputation of interest under Sections
483 or 1274 of the Code, and having such other terms and conditions
as may be satisfactorily to the Board or Committee.

     2.4.2  Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee's executive and
delivery of a Notice and Agreement of Exercise in a form to be
determined by the Board or Committee in its discretion.  Such Notice
and Agreement of Exercise shall set forth the agreement of the
Employee that: (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended
("Securities Act"), or any other applicable federal or state
securities laws, (b) each Option Share certificate may be imprinted
with legends reflecting any applicable federal and state securities
law restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to
its transfer agent and registrar without liability, (d) if the
Employee is a Section 16 Reporting Person, the Employee will furnish
to the Company a copy of each Form 4 or Form 5 filed by said Employee
and will timely file all reports required under federal securities
laws, and (e) the Employee will report all sales of Option Shares to
the Company in writing on a form prescribed by the Company.

     2.4.3  No Stock Option shall be exercisable unless and until
any applicable registration or qualification requirements of federal
and state securities laws, and all other legal requirements, have
been fully complied with.  The Company will use reasonable efforts to
maintain the effectiveness of a Registration Statement under the
Securities Act for the issuance of Stock Options and shares acquired
thereunder, but there may be times when no such Registration
Statement will be currently effective.  The exercise of Stock Options
may be temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective, or
during times when, in the reasonable opinion of the Board or
Committee, such suspension is necessary to preclude violation of any
requirements of applicable law or regulatory bodies having
jurisdiction over the Company.  If any Stock Option would expire for
any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its
expiration, such Stock Option shall be exercisable and exercised
(unless the attempted exercise is withdrawn) as of the first day
after the end of such suspension.  The Company shall have no
obligation to file any Registration Statement covering resales of
Option Shares.

     2.5  Continuous Employment.

     Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of
exercise such Employee remains continuously in the employ of the
Company.  For purposes of this paragraph 2.5, the period of
continuous employment of an Employee with the Company shall be deemed
to include (without extending the term of the Stock Option) any
period during which such Employee is on leave of absence with the
consent of the Company, provided that such leave of absence shall not
exceed ninety (90) days and that such Employee returns to the employ
of the Company at the expiration of such leave of absence.  If such
Employee fails to return to the employ of the Company at the
expiration of such leave of absence, such Employee's employment with
the Company shall be deemed terminated as of the date of such leave
of absence commenced.  The continuous employment of an Employee with
the Company shall also be deemed to include any period during which
such Employee is a member of the Armed Forces of the United States,
provided such Employee returns to the employ of the Company within
ninety (90) days (or such longer period as may be prescribed by law)
form the date such Employee first becomes entitled to discharge, such
Employee's employment with the Company shall be deemed to have
terminated as of the date of such Employee's military service ended.

     2.6  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable
only by will or the laws of descent and distribution.  No interest of
any Employee under the Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process.  Each Stock Option granted under
this Plan shall be exercisable during an Employee's lifetime only by
such Employee or by such Employee's legal representative.

     2.7  Termination of Employment.

     2.7.1  Upon an Employee's Retirement, Disability (both terms
being defined below) or death, (a) all Stock Options to the extend
then presently exercisable shall remain in full force and effect and
may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Board or Committee, all Stock Options to
the extent not then presently exercisable by such Employee shall
terminate as of the date of such termination of employment and shall
not be exercisable thereafter.

     2.7.2  Upon the termination of the employment of an Employee
with the Company for any reason other than the reasons set forth in
paragraph 2.7.1 hereof, (a) all Stock Options to the extent then
presently exercisable by such Employee shall remain exercisable only
for a period of ninety (90) days after the date of such termination
of employment (except that the ninety (90) day period shall be
extended to twelve (12) months if the Employee shall die during such
ninety (90) day period), and may be exercised pursuant to the
provisions thereof, including expiration at the end of the fixed term
thereof, and (b) unless otherwise provided by the Board or Committee,
all Stock Options to the extent not then presently exercisable by
such Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

     2.7.3  For purposes of this Plan:

     (a)  "Retirement" shall mean an Employee's retirement from
the employ of the Company on or after the date on which such Employee
attains the age of sixty-five (65) years; and

     (b)  "Disability" shall mean total and permanent incapacity
of an Employee, due to physical or legally established mental
incompetence, to perform the usual duties of such Employee's
employment with the Company, which disability shall be determined:
(i) on medical evidence by a licensed physician designated by the
Board or Committee, or (ii) on evidence that the Employee has become
entitled to receive primary benefits as a disabled employee under the
Social Security Act in effect on the date of such disability.

3.  PROVISIONS RELATING TO AWARDS

     3.1  Grant of Awards.

     Subject to the provisions of the Plan, the Board or Committee
shall have full and complete authority, in its discretion, but
subject to the express provisions of this Plan, to (i) grant Awards
pursuant to the Plan, (ii) determine the number of shares of Common
Stock subject to each Award ("Award Shares"), (iii) determine the
terms and conditions (which need not be identical) of each Award,
including the consideration (if any) to be paid by the Employee for
such Common stock, which may, in the Board's or Committee's
discretion, consist of a grant of shares of Common Stock subject to a
restriction period (after which the restrictions shall lapse), which
shall be a period commencing on the date the award is granted and
ending on such date as the Board or Committee shall determine
("Restriction Period").  The Board or Committee may provide for the
lapse of restrictions in installments, for acceleration of the lapse
of restrictions upon the satisfaction of such performance, or other
criteria or upon the occurrence of such events as the Board or
Committee shall determine, and for the early expiration of the
Restriction Period upon an Employee's death, Disability or Retirement
as defined in paragraph 2.7.2, or following a Change of Control, upon
termination of an Employee's employment by the Company without
"Cause" or by the Employee for "Good Reason", as those terms are
defined herein.

     In addition to the above, any person who receives Award Shares
may only sell shares of Common Stock pursuant to the volume and
certain other limitations of Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"), for a period of one (1) year
or by complying with the registration requirements of the Securities
Act; non-affiliates shall not be subject to such limitations after
holding Common Stock for a period of two years.  The volume, manner
of sale and notice provisions of Rule 144 are applicable to any
resale of Common Stock.  In addition, Section 16 of the Exchange Act
may limit an affiliate's right to resell shares or impose reporting
obligations upon any such resale.  All such persons should consult
the Company's counsel concerning their status as affiliates and the
applicability of Rule 144 and Section 16 before selling any Company
Common Stock.  An "affiliate" is generally defined under the
Securities Act as an officer, director, ten percent (10%)
shareholder, or other control person, including, in some cases,
certain officers and directors of Subsidiaries.

     "Change of Control" shall be deemed to occur (a) on the date the
Company first has actual knowledge that any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Exchange Act) ahs become
the beneficial owner (as defined in Rule 13(d)-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined voting power
of the Company's then outstanding securities, or (b) on the date the
shareholders of the Company approve (i) a merger of the Company with
or into any other corporation in which the Company is not the
surviving corporation or in which the Company survives as a
subsidiary of another corporation, (ii) a consolidation of the
Company with any other corporation, or (iii) the sale or disposition
of all or substantially all of the Company's assets or a plan of
complete liquidation.

     "Cause", when used with reference to termination of the
employment of an Employee by the Company for "Cause", shall mean:

     (a)  the Employee's continuing willful and material breach of
his or her duties to the Company after he or she receives a demand
from the Chief Executive of the Company specifying the manner in
which he or she has willfully and materially breached such duties,
other than any such failure resulting from Disability of the Employee
or his or her resignation for "Good Reason", as defined herein; or

     (b)  the conviction of the Employee of a felony; or

     (c)  the Employee's commission of fraud in the course of his or
her employment with the Company, such as embezzlement or other
material and intentional violation of law against the Company; or

     (d)  the Employee's gross misconduct causing material harm to
the Company.

     "Good Reason" shall mean any one or more of the following,
occurring following or in connection with a Change of Control and
within 90 days prior to the Employee's resignation, unless the
Employee shall have consented thereto in writing:

     (a)  the assignment to the Employee of duties inconsistent with
his or her executive status prior to the Change of Control or a
substantive change in the officers to whom he or she reports from the
officer or officers to whom he or she reported immediately prior to
the Change of Control; or

     (b)  the elimination or reassignment of a majority of the duties
and responsibilities that were assigned to the Employee immediately
prior to the Change of Control; or

     (c)  a reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or

     (d)  the Company's requiring the Employee to be based outside a
35-mile radius from his or her place of employment immediately prior
to the Change of Control, except for required travel on the Company's
business to an extent substantially consistent with the Employee's
business travel obligations immediately prior to the Change of
Control; or

     (e)  the failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of
salary the Employee normally received prior to the Change of Control,
given comparable performance by the Company and the Employee; or

     (f)  the failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in paragraph 4.12 of the Plan) from
a successor, or the failure of such successor to perform such
Assumption Agreement.

     3.2  Incentive Agreements.

     Each Award granted under the Plan shall be evidenced by a
written agreement (an "Incentive Agreement") in a form approve by the
Board or Committee and executed by the Company and the Employee to
whom the Award is granted.  Each Incentive Agreement shall be subject
to the terms and conditions of the Plan and other such terms and
conditions as the Board or Committee may specify.

     3.3  Waiver of Restrictions.

     The Board or Committee may modify or amend any Award under the
Plan or waive any restrictions or conditions applicable to such
Awards; provided, however, that the Board or Committee may not
undertake any such modifications, amendments or waivers in the effect
thereof materially increases the benefits to any Employee, or
adversely affects the rights of any Employee without his or her consent.

     3.4  Terms and Conditions of Awards.

     3.4.1  Upon receipt of an Award of shares of Common Stock
under the Plan, even during the Restriction Period, an Employee shall
be the holder of record of the shares and shall have all the rights
of a shareholder with respect to such shares, subject to the terms
and conditions of the Plan and the Award.

     3.4.2  Except as otherwise provided in this paragraph 3.4, no
shares of Common Stock received pursuant to the Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed
of during the Restriction Period applicable to such shares.  Any
purported disposition of such Common Stock in violation of this
paragraph 3.4.2 shall be null and void.

     3.4.3  If an Employee's employment with the Company
terminates prior to the expiration of the Restricted Period for an
Award, subject to any provisions of the Award with respect to the
Employee's death, Disability or Retirement, or Change of Control, all
shares of Common Stock subject to the Award shall be immediately
forfeited by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award.  In
the discretion of the Board or Committee, an Incentive Agreement may
provide that, upon the forfeiture by the Employee and reacquired by
the Company, and the Employee shall have no further rights with
respect to the Award.  In the discretion of the Board of Committee,
and Incentive Agreement may provide that, upon the forfeiture by an
Employee of Award Shares, the Company shall repay to the Employee the
consideration (if any) which the Employee paid for the Award.  In the
discretion of the Board or Committee, an Incentive Agreement may also
provide that such repayment shall include an interest factor on such
consideration from the date of the grant of the Award to the date of
such repayment.

     3.4.4  The Board or Committee may require under such terms
and conditions as it deems appropriate or desirable that (i) the
certificates for Common Stock delivered under the Plan are to be held
in custody by the Company or a person or institution designated by
the Company until the Restriction Period expires, (ii) such
certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to the Plan, and (iii) the Employee shall have
delivered to the Company a stock power endorsed in blank relating to
the Common Stock.

4.  MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Change In Capitalization.

     4.1.1  The number and class of shares subject to each
outstanding Stock Option, the Exercise Price thereof (but not the
total price), the maximum number of Stock Options that may be granted
under the Plan, the minimum number of shares as to which a Stock
Option may be exercised at any one time, and the number and class of
shares subject to each outstanding Award, shall be proportionately
adjusted in the event of any increase or decrease in the number of
the issued shares of Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends
exceeding a total of five percent (5%) for which the record dates
occur in any one fiscal year, a recapitalization (other than the
conversion of convertible securities according to their terms), a
combination of shares or other like capital adjustment, so that (i)
upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee would have received had such
Employee been the holder of the number of shares of Common Stock for
which the Stock Option is being exercised upon the date of such
change or increase or decrease in the number of issued shares of the
Company, and (ii) upon the lapse of restrictions of the Award Shares,
the Employee shall receive the number and class of shares such
Employee would have received if the restrictions on the Award Shares
had lapsed on the date of such change or increase or decrease in the
number of issued shares of the Company.

     4.1.2  Upon reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the
Company is not the surviving corporation or in which the Company
survives as a wholly-owned subsidiary of another corporation, or upon
a sale of all or substantially all of the property of the Company to
another corporation, or any dividend or distribution to shareholders
of more than ten percent (10%) of the Company's assets, adequate
adjustment or other provisions shall be made by the Company or other
party to such transaction so that there shall remain and/or be
substituted for the Option Shares and Award Shares provided for
herein, the shares, securities or assets which would have been
issuable or payable in respect of or in exchange for such Option
Shares and Award Shares then remaining, as if the Employee had been
the owner of such shares as of the applicable date.  Any securities
so substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by
law to be withheld with respect to such exercise ("Tax Liability"),
to ensure the payment of any such Tax Liability.  The Company may
provide for the payment of any Tax Liability by any of the following
means or a combination of such means, as determined by the Board or
Committee in its sole and absolute discretion in the particular case:
(i) by requiring the Employee to tender a cash payment to the
Company, (ii) by withholding from the Employee's salary, (iii) by
withholding from the Option Shares which would otherwise be issuable
upon exercise of the Stock Option, or from the Award Shares on their
grant or date of lapse or restrictions, that number of Option Shares
or Award Shares having an aggregate fair market value (determined in
the manner prescribed by paragraph 2.2) as of the date the
withholding tax obligation arises in an amount which is equal to the
Employee's Tax Liability or (iv) by any other method deemed
appropriate by the Board or Committee.  Satisfaction of the Tax
Liability of a Section 16 Reporting Person may be made by the method
of payment specified in clause (iii) above only if the following two
conditions are satisfied:

     (a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and
one day following the date of grant of such Stock Option or Award;
and

     (b)  the withholding of Option Shares or Award Shares is made
either (i) pursuant to any irrevocable election ("Withholding
Election") made by such Employee at least six (6) months in advance
of the withholding of Option Shares or Award Shares, or (ii) on a day
within a ten (10) day "window period" beginning on the third (3rd)
business day following the date of release of the Company's quarterly
or annual summary statement of sales and earnings.

Anything herein to the contrary notwithstanding,  a Withholding
Election may be disapproved by the Board or Committee at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed
to be salary or other compensation to any Employee for purposes of
any pension, thrift, profit-sharing, stock purchase or any other
employee benefit plan now maintained or hereafter adopted by the Company.

     4.4  Amendments and Termination.

     The Board may at any time suspend, amend or terminate this Plan.
No amendment, except as provided in paragraph 2.8, or modification of
this Plan may be adopted, except subject to stockholder approval,
which would: (a) materially increase the benefits accruing to
Employees under this Plan, (b) materially increase the number of
securities which may be issued under this Plan (except for
adjustments pursuant to paragraph 4.1 hereof), or (c) materially
modify the requirements as to eligibility for participation in the Plan.

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Board or
Committee shall be binding upon all heirs, successors and assigns of
the Company and of the Employees.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection with
this Plan (including, without limitation, Option Agreements and
Incentive Agreements) shall be, in substance and form, as established
and modified by the Board or Committee; provided, however, that all
such documents shall be subject in every respect to the provisions of
this Plan, and in the event of any conflict between the terms of any
such document and this Plan, the provisions of this Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation
on the Company to continue to employ and Employee.  Moreover, no
provision of this Plan or any document executed or delivered pursuant
to this Plan shall be deemed modified in any way by any employment
contract between an Employee (or other employee) and the Company.

     4.8  Misconduct of an Employee.

     Notwithstanding any other provision of this Plan, if an Employee
commits fraud or dishonesty toward the Company or wrongfully uses or
discloses any trade secret, confidential data or other information
proprietary to the Company, or intentionally takes any other action
materially inimical to the best interests of the Company, as
determined by the Board or Committee, in its sole and absolute
discretion, such Employee shall forfeit all rights and benefits under
this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Board effective October 1, 2001,
pending shareholder approval.  No Stock Options or Awards may be
granted under this Plan after October 1, 2011.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed
by, the laws of the State of Nevada.

     4.11  Shareholder Approval.

     No Stock Option shall be exercisable, or Award granted, unless
and until the shareholders of the Company have approved this Plan and
all other legal requirements have been fully complied with.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to
the consummation of each such transaction, to assume and agree to
perform the terms and provisions remaining to be performed by the
Company under each Incentive Agreement and Stock Option and to
preserve the benefits to the Employees thereunder.  Such assumption
and agreement shall be set forth in a written agreement in form and
substance satisfactory to the Board or Committee (an "Assumption
Agreement"), and shall include such adjustments, if any, in the
application of the provisions of the Incentive Agreements and Stock
Options and such additional benefits to the Employees.  Without
limiting the generality of the foregoing, the Board or Committee may
require an Assumption Agreement to include satisfactory undertakings
by a successor:

     (a)  to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them under
the Plan, or on the exercise of Stock Options;

     (b)  if the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of
performance criteria applicable to the Common Stock awarded
thereunder, to refrain from interfering with the Company's ability to
satisfy such performance criteria or to agree to modify such
performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;

     (c)  to require any future successor to enter into an Assumption
Agreement; and

     (d)  to take or refrain from taking such other actions as the
Board or Committee may require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by the Board in office prior to the succession then under
consideration.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any
provision of the Plan or action by the Board or Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Board or Committee.

     IN WITNESS WHEREOF, this Plan has been executed as of the 1st day
of October, 2001.

LMC CAPITAL CORP.

By: /s/  Philip Cassis
Philip Cassis, President