<PAGE>
THE BROADBAND WIRELESS INTERNATIONAL CORPORATION 2004 STOCK COMPENSATION PROGRAM

      1. Purpose. This 2004 STOCK COMPENSATION PROGRAM (the "Program") is
intended to secure for The Broadband Wireless International Corporation, a
Nevada corporation (the "Company"), its subsidiaries, and its stockholders the
benefits arising from ownership of the Company's common stock (the "Common
Stock") by those selected individuals of the Company and its subsidiaries,
selected contractors and consultants, who will be, and who have been,
responsible for the future growth of such corporations. The Program is designed
to help attract and retain superior personnel for positions of substantial
responsibility with the Company and its subsidiaries, to provide individuals
with an additional incentive to contribute to the success of the corporations,
and to compensate those individuals who have previously contributed to the
success of the corporations.

      2. Elements of the Program. In order to maintain flexibility in the award
of stock benefits the program will consist of a several plans. The Program
Administrators are hereby authorized to periodically add plans to this program
consistent with this objective. The first part is the Stock Bonus Plan (Bonus
Plan) under which (i) common stock shares are granted to key employees and
consultants as a bonus for performing duties essential in the growth of the
company, either prospectively or prior to the date hereof. The second part is
the Stock Deferral Plan (Deferral) in which (i) payments of deferred
compensation in the form of shares of common stock (deferred payments) are
granted; and (ii) rights to receive cash or shares of common stock based on the
amount of income owed deferred (up to 1/3 of gross income). The third part is
the Executive Stock Bonus Option Plan (the "Executive Bonus Plan") under which
(i) units representing the equivalent of shares of Common Stock (the
"Performance Shares") are granted; (ii) payments of compensation in the form of
shares of Common Stock (the "Stock Payments") are granted; and (iii) rights to
receive cash or shares of Common Stock as a bonus, based on the performance of
the executive or Key Independent Contractor (Bonus Shares). The fourth part is
the Compensation Plan (the "Compensation Plan") under which common shares may be
issued, at their election, to employees, executives, and contractors in lieu of
cash payments for services rendered or to be rendered to the Company.

      3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Program set forth below.

      4. Administration of the Plans. The Plans shall be administered,
construed, governed, and amended in accordance with their respective terms.

                GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM

      Article 1. Administration. The Program shall be administered by the
Company's Board of Directors (the "Program Administrators"). The Program
Administrators shall hold meetings at such times and places as they may
determine and as necessary to approve all grants and other transactions under
the Program as required under Rule 16b-3(d) under the Exchange Act, shall keep
minutes of their meetings, and shall adopt, amend, and revoke such rules and
procedures as they may deem proper with respect to the Program. Any action of
the Program Administrators shall be taken by majority vote or the unanimous
written consent of the Program Administrators.

      Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority, in their sole and absolute
discretion, (a) to construe and interpret the Program; (b) to define the terms
used herein; (c) to determine the individuals to whom options and restricted
shares and rights to purchase shares shall be granted under the Program; (d) to
determine the time or times at which options and restricted shares, rights to
purchase shares or other awards shall be granted under the Program; (e) to
determine the number and type of shares or securities subject to each option,
restricted share, purchase right or other award, the duration of each award


                                                                          Page 1
<PAGE>
granted under the Program, and the price of any share purchase; (f) to determine
all of the other terms and conditions of options, restricted shares, purchase
rights and other awards granted under the Program; and (g) to make all other
determinations necessary or advisable for the administration of the Program and
to do everything necessary or appropriate to administer the Program; provided,
however, that the Board shall establish the price for all shares issued
hereunder. All decisions, determinations, and interpretations made by the
Program Administrators shall be binding and conclusive on all participants in
the Program (the "Plan Participants") and on their legal representatives, heirs
and beneficiaries.

      Article 3. Maximum Number of Shares Subject to the Program. Subject to the
provisions of Article 7, the maximum aggregate number of shares of Common Stock
subject to the Program shall be fifty million (50,000,000) shares. Subject to
the limitation contained in Section 2 of Part 1, the maximum number of shares of
common stock issueable pursuant to the Program to any single Program Participant
in any given fiscal year shall be 10,000,000 shares. The Board of Directors of
the Company shall make recommendations to the Program Administrators from time
to time with respect to the allocation of the shares reserved under the Program
for the directors, officers, employees and agents of the Company and its
subsidiaries. The shares of Common Stock issued under the Program may be
authorized but unissued shares, shares issued and reacquired by the Company or
shares purchased by the Company on the open market. If any of the options
granted under the Program expire or terminate for any reason before they have
been exercised in full, the un-purchased shares subject to those expired or
terminated options shall cease to reduce the number of shares available for
purposes of the Program. If the conditions associated with the grant of
restricted shares are not achieved within the period specified for satisfaction
of the applicable conditions, or if the restricted share grant terminates for
any reason before the date on which the conditions must be satisfied, the shares
of Common Stock associated with such restricted shares shall cease to reduce the
number of shares available for purposes of the Program.

      The proceeds received by the Company from the sale of its Common Stock
pursuant to the exercise of options, warrants or transfer of restricted shares,
shall be added to the Company's general funds and used for general corporate
purposes.

      Article 4. Eligibility and Participation. Officers, employees, directors
(whether employee directors or non-employee directors), and independent
contractors or agents of the Company or its subsidiaries who are responsible for
or contribute to the management, growth or profitability of the business of the
Company or its subsidiaries shall be eligible for selection by the Program
Administrators to participate in the Program and consultants or advisors of the
Company or its subsidiaries shall be eligible to receive awards under the
Program.

      The term "subsidiary" as used herein means any company, other than the
Company, in an unbroken chain of companies, beginning with the Company if, at
the time of any grant hereunder, each of the companies, other than the last
company in the unbroken chain, owns stock possessing more than 50% of the total
combined voting power of all classes of stock in one of the other companies in
such chain.

      Article 5. Effective Date and Term of Program. The Program became
effective February 17, 2004 upon its adoption by the Board of Directors of the
Company. The Program shall continue in effect for a term of 5 years unless
sooner terminated under Article 8 of these General Provisions.

      Article 6. Adjustments. If the outstanding shares of Common Stock are
increased, decreased, changed into, or exchanged for a different number or kind
of shares or securities through merger, consolidation, combination, exchange of
shares, other reorganization, recapitalization, reclassification, stock
dividend, stock split or reverse stock split, an appropriate and proportionate
adjustment shall be made in the maximum number and kind of shares as to which
options and restricted shares may be granted under this Program. A corresponding


                                                                          Page 2
<PAGE>
adjustment changing the number and kind of shares allocated to unexercised
options, restricted shares, or portions thereof, which shall have been granted
prior to any such change, shall likewise be made. Any such adjustment in
outstanding options shall be made without change in the aggregate purchase price
applicable to the unexercised portion of the option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
the option.

      Article 7. Termination and Amendment of Program. The Program shall
terminate five (5) years from the date the Program is adopted by the Board of
Directors, or, if applicable, the date a particular Plan is approved by the
stockholders, or shall terminate at such earlier time as the Board of Directors
may so determine. No options shall be granted and no stock shall be sold and
purchased under the Program after that date.

      Article 8. Prior Rights and Obligations. No amendment, suspension, or
termination of the Program shall, without the consent of the individual who has
received a bonus or Deferral option, alter or impair any of that individual's
rights or obligations under any option or restricted share granted or shares
sold and purchased under the Program prior to that amendment, suspension, or
termination.

      Article 9. Privileges of Stock Ownership. Notwithstanding the exercise of
any option granted pursuant to the terms of this Program, the achievement of any
conditions specified in any restricted share granted pursuant to the terms of
this Program or the election to purchase any shares pursuant to the terms of
this Program, no individual shall have any of the rights or privileges of a
stockholder of the Company in respect of any shares of stock issuable upon the
exercise of his or her option, the satisfaction of his or her restricted share
conditions or the sale, purchase and issuance of such purchased shares until
certificates representing the shares have been issued and delivered.

      Article 10. Reservation of Shares of Common Stock. The Company, during the
term of this Program, will at all times reserve and keep available such number
of shares of its Common Stock as shall be sufficient to satisfy the requirements
of the Program. In addition, the Company will from time to time, as is necessary
to accomplish the purposes of this Program, seek or obtain from any regulatory
agency having jurisdiction any requisite authority in order to issue and sell
shares of Common Stock hereunder. The inability of the Company to obtain from
any regulatory agency having jurisdiction the authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares of its
stock hereunder shall relieve the Company of any liability in respect of the
non-issuance or sale of the stock as to which the requisite authority shall not
have been obtained.

      Article 11. Tax Withholding. The exercise of any option or restricted
share granted or the sale and issuance of any shares to be purchased under this
Program are subject to the condition that if at any time the Company shall
determine, in its discretion, that the satisfaction of withholding tax or other
withholding liabilities under any state or federal law is necessary or desirable
as a condition of, or in connection with, such exercise or the delivery or
purchase of shares pursuant thereto, then in such event, the exercise of the
option or restricted share or the sale and issuance of any shares to be
purchased shall not be effective unless such withholding shall have been
effected or obtained in a manner acceptable to the Company. At the Company's
sole and absolute discretion, the Company may, from time to time, accept shares
of the Company's Common Stock subject to one of the Plans as the source of
payment for such liabilities.

      Article 12. Compliance with Law. It is the express intent of the Company
that this Program complies in all respect with all applicable provisions of
state and federal law, including without limitation, the State of Nevada
Corporations Code. It is the express intent of the Company that when any equity
security of the Company is registered pursuant to Section 12 of the Exchange
Act, this Program shall comply in all respects with applicable provisions of the
Rule


                                                                          Page 3
<PAGE>
16b-3 or Rule 16a-1(c)(3) under the Exchange Act in connection with any grant of
awards to, or other transaction by, a Plan Participant who is subject to Section
16 of the Exchange Act (except for transactions exempted under alternative
Exchange Act rules). Accordingly, if any provision of the Program or any
agreement relating to any award thereunder does not comply with Rule 16b-3 or
Rule 16a-1(c)(3) or any applicable section of the Nevada Corporations Code as
then applicable to any such transaction, such provision will be construed or
deemed amended to the extent necessarily to conform to the applicable
requirements of Rule 16b-3 or Rule 16a-1(c)(3) or such section of the Nevada
Corporations Code so that such Plan Participant shall avoid liability under
Section 16(b) and the Program shall comply with Section 25102(o) as then
applicable to any such transaction. Unless otherwise provided in any grant or
award to any person who is or may thereafter be subject to Section 16 of the
Exchange Act, the approval of such grant or award shall include the approval of
the disposition of the Company of Company equity securities for the purposes of
satisfying the payment of the exercise or purchase price or tax withholding
obligations related to such grant or award within the meaning of Rules
16a-1(c)(3) and 16b-3(e).

      Article 13. Indemnification. No Program Administrator, as that term is
defined in the Program, or any officer or employee of the Company or an
affiliate acting at the direction or on behalf of the Program Administrator
shall be personally liable for any action or determination taken or made in good
faith with respect to the Program, and shall, to the extent permitted by law, be
fully indemnified and protected by the Company with respect to any such action
or determination.

      Article 14. Death Beneficiaries. In the event of a Plan Participant's
death, all of such person's outstanding awards, including his or her rights to
receive any accrued but unpaid Stock Payments, will transfer to the maximum
extent permitted by law to such person's beneficiary. Each Plan Participant may
name, from time to time, any beneficiary or beneficiaries (which may be named
contingently or successively) as his or her beneficiary for purposes of this
Program. Each designation shall be on a form prescribed by the Program
Administrators, will be effective only when delivered to the Company, and when
effective will revoke all prior designations by the Plan Participant. If a Plan
Participant dies with no such beneficiary designation in effect, such person's
beneficiary shall be his or her estate and such person's awards will be
transferable by will or pursuant to laws of de scent and distribution applicable
to such person.

      Article 15. Unfunded Program. The Program shall be unfunded and the
Company shall not be required to segregate any assets that may at any time be
represented by awards under the Program. Neither the Company, its affiliates,
the Program Administrators, nor the Board shall be deemed to be a trustee of any
amounts to be paid under the Program nor shall anything contained in the Program
or any action taken pursuant to its provisions create or be construed to create
a fiduciary relationship between any such party and a Plan Participant or anyone
claiming on his or her behalf. To the extent a Plan Participant or any other
person acquires a right to receive payment pursuant to an award under the
Program, such right shall be no greater than the right of an unsecured general
creditor of the Company.

      Article 16. Choice of Law and Venue. The Program and all related documents
shall be governed by, and construed in accordance with, the laws of the State of
Nevada. Acceptance of an award shall be deemed to constitute consent to the
jurisdiction and venue of the state and federal courts located in Clark County,
State of Nevada for all purposes in connection with any suit, action or other
proceeding relating to such award, including the enforcement of any rights under
the Program or any agreement or other document, and shall be deemed to
constitute consent to any process or notice of motion in connection with such
proceeding being served by certified or registered mail or personal service
within or without the State of Nevada, provided a reasonable time for appearance
is allowed.

      Article 17. Arbitration. Any disputes involving the Program will be
resolved by arbitration in Clark County, Nevada before one (1) arbitrator in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.


                                                                          Page 4
<PAGE>
      Article 18. Program Administrators' Right. Except as may be provided in an
award agreement, the Program Administrators may, in their discretion, waive any
restrictions or conditions applicable to, extend or modify any period (including
any period in which an option or other exercisable award may be exercised,
subject to the requirements of the Code) applicable to, or accelerate the
vesting of, any award (other than the right to purchase shares pursuant to the
Stock Purchase Plan).

      Article 19. Termination of Benefits Under Certain Conditions. The Program
Administrators, in their sole and absolute discretion, may cancel any unexpired,
unpaid or deferred award (other than a right to purchase shares pursuant to the
Stock Purchase Plan) at any time if the Plan Participant is not in compliance
with all applicable provisions of the Program or any award agreement or if the
Plan Participant, whether or not he or she is currently employed by the Company
or one of its subsidiaries, acts in a manner contrary to the best interests of
the Company and its subsidiaries.

      Article 20. Conflicts in Program. In case of any conflict in the terms of
the Program, or between the Program and an award agreement, the provisions in
the Program which specifically grant such award shall control, and the
provisions in the Program shall control over the provisions in any award
agreement.

      Article 21. Information to Plan Participants. To the extent required by
applicable law, the Company shall provide Plan Participants with the Company's
financial statements at least annually.

      Article 22. Company's Right of Repurchase. In the event that a Plan
Participant's employment with or service to the Company is terminated for any
reason or any of its subsidiaries, the Company shall have the right, unless
waived by the Program Administrators at the time of any award or thereafter, to
repurchase all, of the securities that such Plan Participant has purchased or
has been awarded under the Program on the following terms:

            (a) Upon a Plan Participant's termination of employment with or
service to the Company or any of its subsidiaries, the Company shall have the
right for a period of ninety (90) days from the last day of employment or
service to repurchase all, of the securities awarded to or purchased by the Plan
Participant under the Program.

            (b) The Company shall notify the Plan Participant within ninety (90)
days of the last day of employment or service regarding the exercise of its
right of repurchase.

            (c) If the Company exercises its right of repurchase, the Company
will purchase the securities within thirty (30) days of delivery of the notice
of its election to purchase at the higher of (i) the Fair Market Value on the
Plan Participant's date of termination, or (ii) the Fair Market Value of such
securities on the date of the Company's notification of election to repurchase.

      Article 23. Lock-Up. To the extent requested by any managing underwriter
to the Company, the Plan Participants shall enter into such market lock-up,
escrow or other agreements as may be requested by such underwriter in connection
with any public offering of the Company's securities.


                                                                          Page 5
<PAGE>
                                     PART I

                BROADBAND WIRELESS CORPORATION STOCK BONUS PLAN

      Section 1. Purpose. The purpose of this Broadband Wireless International
Corporation Stock Bonus Plan (the "Bonus) is to promote the growth and general
prosperity of the Company by permitting the Company to grant registered shares
to help attract and retain superior personnel for positions of substantial
responsibility with the Company and its subsidiaries and to provide individuals
with an additional incentive to contribute to the success of the Company. The
Stock Bonus Plan is Part I of the Program. Unless any provision herein indicates
to the contrary, the Stock Bonus Plan shall be subject to the General Provisions
of the Program and terms used but not defined in this Stock Bonus Plan shall
have the meanings, if any, ascribed thereto in the General Provisions of the
Program.

      Section 2. Terms and Conditions. The terms and conditions of shares
granted under the Bonus Plan may differ from one another as the Program
Administrators shall, in their discretion, determine as long as all shares
granted under the Bonus Plan satisfy the requirements of the Stock Bonus Plan.

      Each Bonus agreement shall provide to the recipient (the "Holder") the
transfer of a specified number of shares of Common Stock of the Company that
shall become non-forfeitable upon the execution of the Stock Bonus Plan
Agreement (Bonus Agreement). At the time that the bonus is granted, the Program
Administrators shall specify the service or performance conditions and the
period of duration over which the conditions apply.

      The Holder shall not have any rights with respect to such award, unless
and until such Holder has executed an agreement evidencing the terms and
conditions of the award (the " Stock Bonus Agreement"). Each individual who is
awarded shares shall be issued a stock certificate in respect of such shares.
Such certificate shall be registered in the name of the Holder.

      The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) of the Broadband Wireless International Corporation Stock Bonus Plan
entered into between the registered owner and Broadband Wireless International
Corporation. Copies of such Plan and Agreement are on file in the offices of
Broadband Wireless International Corporation.

      The Program Administrators shall require that the stock certificates
evidencing such shares be held in the custody of the company until the
applicable conditions have been satisfied .

      Section 3. Transferability. Subject to the provisions of the Bonus Plan
Agreements, as may be set by the Program Administrators commencing on the grant
date, the Holder shall be permitted to sell, transfer, pledge, or assign shares
awarded under the Stock Bonus Plan.

      Section 4. Share Rights Upon Employment or Service. If a Holder terminates
employment or service with the company, any shares granted to him shall not be
forfeited by the Holder.

      Section 5. Stockholder Rights. The Holder shall have, with respect to the
shares granted, all of the rights of a stockholder of the Company, including the
right to vote the shares, and the right to receive any dividends thereon.
Certificates for shares of stock shall be delivered to the Holder promptly
after, and only after, the Bonus Plan Agreement shall be executed.

      Section 6. Compliance with Securities Laws. Shares shall not be issued
under the Stock Bonus Plan unless the issuance and delivery of the shares
pursuant thereto shall comply with all relevant provisions of foreign, state and
federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated


                                                                          Page 6
<PAGE>
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. The Program Administrators may also
require a Holder to furnish evidence satisfactory to the Company, including a
written and signed representation letter and consent to be bound by any transfer
restrictions imposed by law.

      Section 7. Continued Employment or Service. This agreement is not
contingent upon continued employment or service.


                                                                          Page 7
<PAGE>
    BROADBAND WIRELESS INTERNATIONAL CORPORATION STOCK BONUS PLAN AGREEMENT

      THIS AGREEMENT is made as of __________, _____, by and between Broadband
International Wireless Corporation a Nevada corporation (the "Company"), and
_______________________ (" Holder"):

      WHEREAS, the Company maintains the Broadband International Wireless
Corporation Stock Bonus Plan ("Stock Bonus Plan") under which the Program
Administrators grant shares of the Company's common stock, $0.0125 par value
("Common Stock") to employees and non-employees as the Program Administrators
may determine, subject to terms, conditions, or restrictions as they may deem
appropriate; and

      WHEREAS, pursuant to the Stock Bonus Plan, the Program Administrators have
awarded to Holder a stock bonus award conditioned upon the execution by the
Company and Holder of a Stock Bonus Plan Agreement setting forth all the terms
and conditions applicable to such award.

      NOW, THEREFORE, in consideration of termination of the Stock Option plan
entered into between Company and Holder and of the mutual promises and covenants
contained herein, it is hereby agreed as follows:

1. Award of Shares.

      Under the terms of the Stock Bonus Plan, the Program Administrators hereby
award and transfer to Holder a stock award on __________ ("Grant Date"),
covering shares of Common Stock ("Shares") subject to the terms, conditions, and
restrictions set forth in this Agreement. This transfer of Shares shall
constitute a transfer of such property in connection with Holder's performance
of service to the Company (which transfer is intended to constitute a "transfer"
for purposes of Section 83 of the Internal Revenue Code).

2. Stock Certificates.

      A stock certificate evidencing the Shares shall be issued in the name of
Holder as of the Grant Date. Holder shall thereupon be the shareholder of all
the Shares represented by the stock certificate. As such, Holder shall be
entitled to all rights of a stockholder of the Company, including the right to
vote the Shares and receive dividends and/or other distributions declared on
such Shares.

3. Administration.

      The Program Administrators shall have full authority and discretion
(subject only to the express provisions of the Stock Bonus Plan) to decide all
matters relating to the administration and interpretation of the Stock Bonus
Plan and this Agreement. All such Program Administrators determinations shall be
final, conclusive, and binding upon the Company, Holder, and any and all
interested parties.

4. Right to Continued Employment or Service.

      Nothing in the Stock Bonus Plan or this Agreement shall confer on Holder
any right to continue in the employ of or service to the Company or, except as
may otherwise be limited by a written agreement between the Company and Holder,
in any way affect the Company's right to terminate Holder's employment or
service, at will, at any time without prior notice at any time for any or no
reason (whether by dismissal, discharge, retirement or otherwise).


                                                                          Page 8
<PAGE>
5. Amendment.

      This Agreement shall be subject to the terms of the Stock Bonus Plan as
amended, the terms of which are incorporated herein by reference. However, the
stock bonus award that is the subject of this Agreement may not in any way be
restricted or limited by any Stock Bonus Plan amendment or termination approved
after the date of the award without Holder's written consent.

6. Force and Effect.

      The various provisions of this Agreement are severable in their entirety.
Any determination of invalidity or unenforceability of any one provision shall
have no effect on the continuing force and effect of the remaining provisions.

7. Governing Law.

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

8. Successors.

      This Agreement shall be binding upon and inure to the benefit of the
successors, assigns, and heirs of the respective parties.

9. Notice.

      All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or by certified mail, return receipt requested, as follows:

To Company:       Broadband Wireless International Corporation
                  8290 West Sahara, Suite 280
                  Las Vegas, NV 89117
                  Attn: Secretary

To Holder: _________________________
      ______________________________
      ______________________________
      ______________________________


                                                                          Page 9
<PAGE>
10. Incorporation of Plan by Reference.

      The Shares are awarded pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Share award shall in all
respects be interpreted in accordance with the Plan. The Program Administrators
shall interpret and construe the Plan and this instrument, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder or thereunder.

      IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date hereof.

BROADBAND WIRELESS INTERNATIONAL CORPORATION
a Nevada corporation

By: Dr. Ron Tripp
President

ACCEPTED AND AGREED TO
(Optionee)
By:
Name


                                                                         Page 10
<PAGE>
                                    PART II

                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                           STOCK DEFERRAL OPTION PLAN

      Section 1. Deferral Option Terms and Conditions. The purpose of this
Broadband Wireless International Corporation Stock Deferral Option Plan (the
"Deferral Option Plan") is to promote the growth and general prosperity of the
Company by permitting the Company to grant stock deferral rights ("Deferral
Option") to help attract and retain superior personnel for positions of
substantial responsibility with the Company and its subsidiaries and to provide
individuals with an additional incentive to contribute to the success of the
Company. The terms and conditions of Deferral Options granted under the Deferral
Option Plan may differ from one another as the Program Administrators shall, in
their discretion, determine in each agreement (the "Deferral Option Agreement").
Unless any provision herein indicates to the contrary, this Deferral Option Plan
shall be subject to the General Provisions of the Program, and terms used but
not defined in this Deferral Option Plan shall have the meanings, if any,
ascribed thereto in the General Provisions of the Program.

      Section 2. Duration of Deferral Options. Each Deferral Option and all
rights thereunder granted pursuant to the terms of the Deferral Option Plan
shall expire on the date determined by the Program Administrators as evidenced
by the Deferral Option Agreement, but in no event shall any Deferral Option
expire later than five (5) years from the date on which the Deferral Option is
granted. In addition, each Deferral Option shall be subject to early termination
as provided in the Deferral Option Plan.

      Section 3. Grant. Subject to the terms and conditions of the Deferral
Option Agreement, the Program Administrators may grant the right to receive a
payment upon the exercise of a Deferral Option which reflects the number of
shares of Common Stock for which such Deferral Option was granted to any person
who is eligible to receive awards.

      Section 4. Payment at Exercise. Upon the settlement of a Deferral Option
in accordance with the terms of the Deferral Option Agreement, the Plan
Participant shall (subject to the terms and conditions of the Deferral Option
Plan and Deferral Option Agreement) receive a payment equal to the Grant Price
(as defined below) for the number of shares of the Deferral Option being
exercised at that time. Such payment may be paid in cash or in shares of the
Company's Common Stock or by a combination of the foregoing, at the time of
exercise of the Deferral Option, specified by the Program Administrators in the
Deferral Option Agreement. If any portion of the payment is paid in shares of
the Company's Common Stock, such shares shall be valued for this purpose at the
Deferral Option Grant Price. "DEFERRAL Grant Price" shall mean the price
allocated to the stock pursuant to the Stock Deferral Option Agreement.

      Section 5. Special Terms and Conditions. Each Deferral Option Agreement
which evidences the grant of a Deferral Option shall incorporate such terms and
conditions as the Program Administrators in their sole and absolute discretion
deem are not inconsistent with the terms of the Deferral Option Plan.

      Section 6. Compliance with Securities Laws. Deferral Options shall not be
granted and shares shall not be issued with respect to any Deferral Option
granted under the Deferral Option Plan unless the grant of that Deferral Option
or the exercise of that Deferral Option and the issuance and delivery of the
shares pursuant thereto shall comply with all applicable provisions of foreign,
state and federal law, including, without limitation, the Securities Act of
1933, as amended, and the Exchange Act, and the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. The Program
Administrators may also require a Plan Participant to furnish evidence
satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any


                                                                         Page 11
<PAGE>
transfer restrictions imposed by law, legend, condition, or otherwise, that any
securities are being acquired only for investment purposes and without any
present intention to sell or distribute the securities in violation of any state
or federal law, rule, or regulation. Further, each Plan Participant shall
consent to the imposition of a legend on securities and the imposition of
stop-transfer instructions restricting their transferability as required by law
or by this Section 6.

      Section 7. Continued Employment or Service. Each Plan Participant, if
requested by the Program Administrators, must agree in writing as a condition of
receiving his or her Deferral Option or any shares as a result thereof, to
remain in the employment of, or service to, the Company or any of its
subsidiaries following the date of the granting of that Deferral Option or the
issuance of such shares for a period specified by the Program Administrators.
Nothing in this Deferral Option Plan or in any Deferral Option Agreement shall
confer upon any Plan Participant any right to continued employment by, or
service to, the Company or any of its subsidiaries, or limit in any way the
right of the Company or any subsidiary at any time to terminate or alter the
terms of that employment or service arrangement.

      Section 8. Deferral Option Rights Upon Termination of Employment or
Service. If a Plan Participant under this Deferral Option Plan ceases to be
employed by, or provide services to, the Company or any of its subsidiaries for
any reason other than death or disability, his or her Deferral Option shall
terminate thirty (30) days after the date of termination of employment (unless
sooner terminated in accordance with its terms); provided, however, that in the
event employment is terminated for cause as defined by applicable law, his or
her option shall terminate immediately, provided, further, however, that the
Program Administrators may, in their sole and absolute discretion, allow the
Deferral Option to be exercised, to the extent exercisable on the date of
termination of employment or service, at any time within ninety (90) days after
the date of termination of employment or service, unless either the Deferral
Option Agreement or this Deferral Option Plan otherwise provides for earlier
termination.

      Section 9. Rights Upon Disability. If a Plan Participant becomes disabled
within the meaning of Code Section 422(e)(3) while employed by or providing
service to the Company or any subsidiary corporation, his or her Deferral Option
shall terminate six months after the date of termination of employment or
service due to disability (unless sooner terminated in accordance with its
terms); provided, however, that the Program Administrators may, in their sole
and absolute discretion, allow the Deferral Option to be exercised (to the
extent exercisable on the date of termination of employment or service) at any
time within one year after the date of termination of employment due to
disability, unless either the Deferral Option Agreement or the Deferral Option
Plan otherwise provides for earlier termination.

      Section 10. Rights Upon Death. Except as otherwise limited by the Program
Administrators at the time of the grant of a Deferral Option, if a Plan
Participant under the Deferral Option Plan dies while employed by, or providing
services to, the Company or any of its subsidiaries, his or her Deferral Option
shall expire six months after the date of death unless by its terms it expires
sooner; provided, however, that the Program Administrators may, in their sole
and absolute discretion, allow the Deferral Option to be exercised (to the
extent exercisable on the date of death) at any time within one year after the
date of death, under the Deferral Option Agreement or the Deferral Option Plan
otherwise provides for earlier termination. During this six-month or shorter
period, the Deferral Option may be exercised, to the extent that it remains
unexercised on the date of death, by the person or persons to whom the a Plan
Participant's rights under the Deferral Option shall pass by will or by the laws
of descent and distribution, but only to the extent that the Plan Participant is
entitled to exercise the Deferral at the date of death.


                                                                         Page 12
<PAGE>
                  BROADBAND WIRELESS INTERNATIONAL CORPORATION
                      STOCK DEFERRAL OPTION PLAN AGREEMENT

                               (GRANT OF OPTION)

Date of Grant: ____________________, ____

      THIS GRANT, dated as of the date of grant first stated above (the "Date of
Grant"), is delivered by Broadband Wireless International Corporation, a Nevada
corporation (the " Company"), to ____________________ (the "Optionee"), who is
an employee of the Company or one of its subsidiaries (the Optionee's employer
is sometimes referred to herein as the "Employer").

      WHEREAS, the Board of Directors of the Company (the "Board") on February
17, 2004 adopted, with subsequent stockholder approval, the Broadband Wireless
International Corporation Stock Deferral Plan (the "Plan");

      WHEREAS, the Plan provides for the granting of deferral stock options by
the Board or Program Administrators to employees of the Company or any
subsidiary of the Company to purchase, or to exercise certain rights with
respect to, shares of the Common Stock of the Company, $0.0125 par value (the
"Stock"), in accordance with the terms and provisions thereof; and

      WHEREAS, the Program Administrators consider the Optionee to be a person
who is eligible for a grant of deferred stock options under the Plan, and have
determined that it would be in the best interest of the Company to grant the
deferred stock options documented herein.

      NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

1. Grant of Option.

      Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Program Administrators, hereby
grants to the Optionee, as of the Date of Grant, an option to purchase a number
of shares (not to exceed 1/3 of total quarterly income earned) of Stock at a
price of $____per share, on the date of Grant. Such option is hereinafter
referred to as the "Option" and the shares of stock purchasable upon exercise of
the Option are hereinafter sometimes referred to as the "Option Shares."

2. Installment Exercise.

      Subject to such further limitations as are provided herein, the Option
shall become exercisable in Quarterly installments, on the first day following
the close of the prior calendar quarter, the Optionee having the right hereunder
to purchase from the Company a number of Option Shares upon exercise of the
Option, in proportion to the deferred compensation subject to the employee's
exercise of option.

3. Termination of Option.

            (a) Subject to the other provisions of this Grant, the Option and
all rights hereunder with respect thereto, to the extent such rights shall not
have been exercised, shall terminate and become null and void after the
expiration of five years from the Date of Grant (the "Option Term").

            (b) Notwithstanding anything else to the contrary contained herein,
upon the occurrence of the Optionee ceasing for any reason to be employed by the
Employer (such occurrence being


                                                                         Page 13
<PAGE>
a "termination of the Optionee's employment"), the Option, to the extent not
previously exercised, shall terminate and become null and void within thirty
(30) days after the date of such termination of the Optionee's employment,
except (1) in the event employment is terminated for cause as defined by
applicable law, in which case Optionee's Option shall terminate and become null
and void immediately or (2) in a case where the Program Administrators may
otherwise determine in their sole and absolute discretion for up to ninety (90)
days following the termination of employment. Upon a termination of the
Optionee's employment by reason of disability or death, the Option may be
exercised, but only to the extent that the Option was outstanding and
exercisable on such date of disability or death, up to a six-month period
following the date of such termination of the Optionee's employment, unless
extended for a period of up to one year, at the sole and absolute discretion of
the Program Administrators.

            (c) In the event of the death of the Optionee, the Option may be
exercised by the Optionee's legal representative, but only to the extent that
the option would otherwise have been exercisable by the Optionee.

            (d) A transfer of the Optionee's employment between the Company and
any subsidiary of the Company, or between any subsidiaries of the Company, shall
not be deemed to be a termination of the Optionee's employment.

4. Exercise of Option.

            (a) The Optionee may exercise the option with respect to all or any
part of the number of Option Shares then exercisable hereunder by giving the
Secretary of the Company written notice of intent to exercise. The notice of
exercise shall specify the number of Option Shares as to which the Option is to
be exercised against deferred compensation, and the date of exercise thereof.

            (b) On the exercise date specified in the Optionee's notice or as
soon thereafter as is practicable, the Company shall cause to be delivered to
the Optionee, a certificate or certificates for the Option Shares then being
purchased. The obligation of the Company to deliver Stock shall, however, be
subject to the condition that if at any time the Program Administrators shall
determine in their discretion that the listing, registration or qualification of
the Option or the Option Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with, the Option
or the issuance or purchase of Stock thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Program Administrators.

5. Adjustment of and Changes in Stock of the Company.

      In the event of a reorganization, recapitalization, change of shares,
stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of the Company, the
Program Administrators shall make such adjustment as may be required under the
applicable reorganization agreement in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Optionee any additional benefits under the Option. If
there is no provision for the treatment of the Option under an applicable
reorganization agreement, the Option may terminate on a date determined by the
Program Administrators following at least 30 days written notice to the
Optionee.


                                                                         Page 14
<PAGE>
6. No Rights of Stockholders.

      Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.

7. Non-Transferability of Option.

      During the Optionee's lifetime, the Option hereunder shall be exercisable
only by the Optionee or any guardian or legal representative of the Optionee,
and the Option shall not be transferable except, in case of the death of the
Optionee, by will or the laws of descent and distribution, nor shall the Option
be subject to attachment, execution or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of the option, except as provided for herein, or (b) the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and it shall thereupon become null and void.

8. Restriction on Exercise.

      The Option may not be exercised if the issuance of the Option Shares upon
such exercise would constitute a violation of any applicable federal or State
securities or other law or valid regulation. As a condition to the exercise of
the Option, the Company may require the Optionee exercising the Option to make
any representation or warranty to the Company as may be required by any
applicable law or regulation and, specifically, may require the Optionee to
provide evidence satisfactory to the Company that the Option Shares are being
acquired only for investment purposes and without any present intention to sell
or distribute the shares in violation of any federal or State securities or
other law or valid regulation.

9. Employment Not Affected.

      The granting of the Option or its exercise shall not be construed as
granting to the Optionee any right with respect to continuance of employment of
the Employer. Except as may otherwise be limited by a written agreement between
the Employer and the Optionee, the right of the Employer to terminate at will
the Optionee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, as the
Employer or on behalf of the Employer (whichever the case may be), and
acknowledged by the Optionee.

10. Amendment of Option.

      The Option may be amended by the Program Administrators at any time (i) if
the Program Administrators determine, in their sole and absolute discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which change occurs after the Date of Grant and by its terms applies to the
Option; or (ii) other than in the circumstances described in clause (i), with
the consent of the Optionee.


                                                                         Page 15
<PAGE>
11. Notice.

      All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or by certified mail, return receipt requested, as follows:

To Company:       Broadband Wireless International Corporation
                  8290 West Sahara, Suite 280
                  Las Vegas, NV 89117
                  Attn: Secretary

To Holder: _________________________
      ______________________________
      ______________________________
      ______________________________

12. Incorporation of Plan by Reference.

      The Option is granted pursuant to the terms of the Plan, the terms of
which are incorporated herein by reference, and the Option shall in all respects
be interpreted in accordance with, and shall be subject to, the Plan. The
Program Administrators shall interpret and construe the Plan and this
instrument, and its interpretations and determinations shall be conclusive and
binding on the parties hereto and any other person claiming an interest
hereunder, with respect to any issue arising hereunder or thereunder.

13. Governing Law.

      The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by and determined in accordance with the law of
the State of Nevada, except to the extent preempted by federal law, which shall
to the extent govern.

In Witness Whereof, the Company has caused its duly authorized officers to
execute this Grant of Option, and to apply the corporate seal hereto, and the
Optionee has placed his or her signature hereon, effective as of the Date of
Grant.

BROADBAND WIRELESS INTERNATIONAL CORPORATION
a Nevada corporation

By: Dr. Ronald Tripp, President

ACCEPTED AND AGREED TO
(Optionee)
By:
Name


                                                                         Page 16
<PAGE>

                  BROADBAND WIRELESS INTERNATIONAL CORPORATION

                           SPECIMEN SHARE CERTIFICATE

               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

                                                           CUSIP NO. 11130Q 10 2


NUMBER                                                                   SHARES
 3002                                                                    * 100 *



THIS CERTIFIES that



Is the Owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.0125 EACH OF THE
COMMON STOCK OF

                  BROADBAND WIRELESS INTERNATIONAL CORPORATION

      Transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is no valid unless countersigned and registered by the Transfer
Agent and Registrar.

      IN WITNESS WHEREOF, the said Corporation has caused this Certificate to be
endorsed by the facsimile signatures of its duly authorized officers and to be
sealed with the facsimile seal of the Corporation.

Dated January 1, 2000


Dr. Ronald Tripp                         SEAL                   Keith McAllister
President                                                              Secretary



                                                                         Page 17
<PAGE>
                                    PART III

                        EXECUTIVE STOCK BONUS OPTION PLAN

                             (Executive Bonus Plan)

Section 1.  Terms and Conditions.

      The purpose of the Broadband Wireless International Corporation Executive
Stock Bonus Option Plan (the "Executive Bonus Plan") is to promote the growth
and general prosperity of the Company by permitting the Company to grant
restricted shares to help attract and retain superior personnel for positions of
substantial responsibility with the Company and its subsidiaries to provide
individuals with an additional incentive to the success of the Company. This
plan is restricted to Executives and Key Independent Contractors (Key
Independent Contractor status shall be determined by the Program
Administrators). The terms and conditions of Performance Shares, Stock Payment
share or Bonus Shares rights granted under this Executive Bonus Plan may differ
from one another as the Program Administrators shall, in their discretion,
determine in each Executive Stock Bonus Option Agreement (the "Executive
Agreement"). Unless any provision herein indicates to the contrary, this
Executive Bonus Plan shall be subject to the General Provisions of the Program,
and terms used but not defined in this Executive Stock Bonus Option Plan shall
have the meanings, if any, ascribed thereto in the General Provisions of the
Program.

Section 2.  Duration.

      Each Performance Share or Stock Payment or Bonus Shares and all rights
thereunder granted pursuant to the terms of the Executive Bonus Plan shall
expire on the date determined by the Program Administrators as evidenced by the
Executive Agreement, but in no event shall any Performance Shares or Stock
Payment Share or Bonus Share Right expire later than five (5) years from the
date on which the Performance Shares or Stock Payment Share or Bonus Rights are
granted. In addition, each Performance Share, Stock Payment or Bonus Share shall
be subject to early termination as provided in the Executive Bonus Plan. Section
3. Grant. Subject to the terms and conditions of each individually executed
Executive Agreement, the Program Administrators may grant Performance Shares,
Stock Payments or Bonus Share Rights as provided under the Executive Bonus Plan.
Each grant of Performance Shares, Bonus Shares or Stock Payments shall be
evidenced by an Executive Agreement, which shall state the terms and conditions
of each as the Program Administrators, in their sole and absolute discretion,
deem are not inconsistent with the terms of the Executive Bonus Plan.

Section 3.  Grant.

      Subject to the terms and conditions of each individually executed
Executive Agreement, the Program Administrators may grant Performance Shares,
Stock Payments or Bonus Share Rights as provided under the Executive Bonus Plan.
Each grant of Performance Shares, Bonus Shares or Stock Payments shall be
evidenced by a Executive Agreement, which shall state the terms and conditions
of each as the Program Administrators, in their sole and absolute discretion,
deem are not inconsistent with the terms of the Executive Bonus Plan.

Section 4.  Performance Shares.

      Performance Shares shall become payable to a Plan Participant based upon
the achievement of specified Performance Objectives and upon such other terms
and conditions as the Program Administrators may determine and specify in the
Executive Agreement evidencing such Performance Shares. Each grant shall satisfy
the conditions for performance-based awards hereunder and under the General
Provisions of the Program. A grant may provide for the forfeiture of Performance
Shares in the event of termination of employment or other events,


                                                                         Page 18
<PAGE>
subject to exceptions for death, disability, retirement or other events, all as
the Program Administrators may determine and specify in the Executive Agreement
for such grant. Payment may be made for the Performance Shares at such time and
in such form as the Program Administrators shall determine and specify in the
Executive Agreement and payment for any Performance Shares may be made in full
in cash or by certified cashier's check payable to the order of the Company or,
if permitted by the Program Administrators, by shares of the Company's Common
Stock or by the surrender of all or part of an award, or in other property,
rights or credits deemed acceptable by the Program Administrators or, if
permitted by the Program Administrators, by a combination of the foregoing. If
any portion of the purchase price is paid in shares of the Company's Common
Stock, those shares shall be tendered at eighty-five (85) percent of their then
Fair Market Value. Fair Market Value to be determined by the average daily low
bid of the preceding thirty days. Payment in shares of Common Stock includes the
automatic application of shares of Common Stock received upon the exercise or
settlement of Performance Shares or other option or award to satisfy the
exercise or settlement price.

Section 5.  Stock Payments.

      The Program Administrators may grant Stock Payments to a person eligible
to receive the same as a bonus or additional compensation or in lieu of the
obligation of the Company or a subsidiary to pay cash compensation under the
compensatory arrangements, only with the election of the eligible person. A Plan
Participant shall have all the voting, dividend, liquidation and other rights
with respect to shares of Common Stock issued to the Plan Participant as a Stock
Payment upon the Plan Participant becoming holder of record of such shares of
Common Stock; provided, however, the Program Administrators may impose such
restrictions on the assignment or transfer of such shares of Common Stock as
they deem appropriate and as are evidenced in the Executive Agreement for such
Stock Payment. Such shares paid to participants hereunder, shall be subject to
any subsequent dividend, split or re-capitalization.

Section 6.  Bonus Rights.

      The Program Administrators may grant Bonus Rights in tandem with the grant
of all other registered plans. A Bonus Right granted in tandem with another
award may be evidenced by the agreement for such other award; otherwise, a Bonus
Right shall be evidenced by a separate Executive Agreement. Payment may be made
by the Company in cash or by shares of the Company's Common Stock or by a
combination of the foregoing, may be immediate or deferred and may be subject to
such employment, performance objectives or other conditions as the Program
Administrators may determine and specify in the Executive Agreement for such
Bonus Rights. The total payment subject to a Bonus Right shall not exceed Thirty
Five percent (35%) of the Executives or Key Independent Contractors' annual
salary.

Section 7.  Compliance with Securities Laws.

      Securities shall not be issued with respect to any award under the
Executive Bonus Plan, unless the issuance and delivery of the securities
pursuant thereto shall comply with all applicable provisions of foreign, state
and federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the securities
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance. The Program Administrators may also
require a Plan Participant to furnish evidence satisfactory to the Company,
including a written and signed representation letter and consent to be bound by
any transfer restrictions imposed by law, legend, condition, or otherwise, that
the securities are being acquired only for investment purposes and without any
present intention to sell or distribute the securities without registration in
violation of any state or federal law, rule, or regulation. Further, each Plan
Participant shall consent to the imposition of a legend on the securities
subject to his or her award and the imposition of stop-transfer instructions
restricting their transferability as required by law or by this Section 7.


                                                                         Page 19
<PAGE>
Section 8.  Continued Employment or Service.

      Each Plan Participant, if requested by the Program Administrators, must
agree in writing as a condition of receiving his or her award, to remain in the
employment of, or service to, the Company or any of its subsidiaries following
the date of the granting of that award for a period specified by the Program
Administrators. Nothing in this Executive Bonus Plan in any award granted
hereunder shall confer upon any Plan Participant any right to continued
employment by, or service to, the Company or any of its subsidiaries, or limit
in any way the right of the Company or any subsidiary at any time to terminate
or alter the terms of that employment or service arrangement.

Section 9.  Rights Upon Termination of Employment or Service.

      If a Plan Participant under this Executive Bonus Plan ceases to be
employed by, or provide service to, the Company or any of its subsidiaries for
any reason his or her award shall immediately terminate.


                                                                         Page 20
<PAGE>
                   EXECUTIVE STOCK BONUS OPTION PLAN AGREEMENT
                              (Executive Agreement)

                             (GRANT OF BONUS OPTION)

Date of Grant: ____________________, ____

      THIS GRANT, dated as of the date of grant first stated above (the "Date of
Grant") , is delivered by Broadband Wireless International Corporation, a Nevada
corporation (the " Company"), to ____________________ (the "Optionee"), who is
an Executive or Key Independent Contractor of the Company or one of its
subsidiaries (the Optionee's employer is sometimes referred to herein as the
"Employer").

      WHEREAS, the Board of Directors of the Company (the "Board") on February
17, 2004 adopted the Broadband Wireless International Corporation, Executive
Stock Bonus Option Plan (the " Executive Bonus Plan");

      WHEREAS, the Executive Bonus Plan provides for the granting of Bonus stock
options by the Board or Program Administrators to employees or key Independent
Contractors of the Company or any subsidiary of the Company to exercise certain
rights with respect to, shares of the Common Stock of the Company, no par value
(the "Stock"), in accordance with the terms and provisions thereof; and

      WHEREAS, the Program Administrators consider the Optionee to be a person
who is eligible for a grant of bonus stock options under the Executive Bonus
Plan, and have determined that it would be in the best interest of the Company
to grant the bonus stock options documented herein.

      NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.  Grant of Option.

      Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Program Administrators, hereby
grants to the Optionee, as of the Date of Grant, an option to receive a number
of shares (not to exceed 35% of total annual income earned) of Stock at a price
of $1.00 per share, on the date of Grant. Such option is hereinafter referred
to, as the Executive Bonus Plan administrator's shall determine the "Option" and
the amount of shares of stock base on the annual performance of the Optionee
hereinafter sometimes referred to as the "Bonus Shares."

2.  Termination of Option.

            (a) Subject to the other provisions of this Grant, the Option and
all rights hereunder with respect thereto, to the extent such rights shall not
have been exercised, shall terminate and become null and void after the
expiration of five years from the Date of Grant (the "Option Term").

            (b) Notwithstanding anything else to the contrary contained herein,
upon the occurrence of the Optionee ceasing for any reason to be employed by the
Employer (such occurrence being a "termination of the Optionee's employment"),
the Option, to the extent not previously exercised, shall terminate and become
null and void within thirty (30) days after the date of such termination of the
Optionee's employment, except (1) in the event employment is terminated for
cause as defined by applicable law, in which case Optionee's Option shall
terminate and become null and void immediately or (2) in a case where the
Program Administrators may otherwise determine in their sole and absolute
discretion for up to ninety (90) days following the termination of


                                                                         Page 21
<PAGE>
employment. Upon a termination of the Optionee's employment by reason of
disability or death, the Option may be exercised.

3.  Exercise of Option.

            (a) The Optionee may exercise the option with respect to all or any
part of the number of Option Shares then exercisable hereunder by giving the
Secretary of the Company written notice of intent to exercise. The notice of
exercise shall specify the number of Option Shares as to which the Option is to
be exercised against bonus compensation, and the date of exercise thereof.

            (b) On the exercise date specified in the Optionee's notice or as
soon thereafter as is practicable, the Company shall cause to be delivered to
the Optionee, a certificate or certificates for the Option Shares then being
purchased. The obligation of the Company to deliver Stock shall, however, be
subject to the condition that if at any time the Program Administrators shall
determine in their discretion that the listing, registration or qualification of
the Option or the Option Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with, the Option
or the issuance or purchase of Stock thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Program Administrators.

4.  Adjustment of and Changes in Stock of the Company.

      In the event of a reorganization, recapitalization, change of shares,
stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of the Company, the
Program Administrators shall make such adjustment as may be required under the
applicable reorganization agreement in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Optionee any additional benefits under the Option
prior to the issuance of shares thereunder. If there is no provision for the
treatment of the Option under an applicable reorganization agreement, the Option
may terminate on a date determined by the Program Administrators following at
least 30 days written notice to the Optionee.

5.  No Rights of Stockholders.

      Neither the Optionee nor any personal representative shall be, or shall
have any of the rights and privileges of, a stockholder of the Company with
respect to any shares of Stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.

6.  Non-Transferability of Option.

      During the Optionee's lifetime, the Option hereunder shall be exercisable
only by the Optionee or any guardian or legal representative of the Optionee,
and the Option shall not be transferable except, in case of the death of the
Optionee, by will or the laws of descent and distribution, nor shall the Option
be subject to attachment, execution or other similar process. In the event of
(a) any attempt by the Optionee to alienate, assign, pledge, hypothecate or
otherwise dispose of the option, except as provided for herein, or (b) the levy
of any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate the Option by notice to the Optionee
and it shall thereupon become null and void.


                                                                         Page 22
<PAGE>
7.  Restriction on Exercise.

      The Option may not be exercised if the issuance of the Option Shares upon
such exercise would constitute a violation of any applicable federal or State
securities or other law or valid regulation. As a condition to the exercise of
the Option, the Company may require the Optionee exercising the Option to make
any representation or warranty to the Company as may be required by any
applicable law or regulation and, specifically, may require the Optionee to
provide evidence satisfactory to the Company that the Option Shares are being
acquired only for investment purposes and without any present intention to sell
or distribute the shares without registration in violation of any federal or
State securities or other law or valid regulation.

8.  Employment Not Affected.

            The granting of the Option or its exercise shall not be construed as
granting to the Optionee any right with respect to continuance of employment of
the Employer. Except as may otherwise be limited by a written agreement between
the Employer and the Optionee, the right of the Employer to terminate at will
the Optionee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, as the
Employer or on behalf of the Employer (whichever the case may be), and
acknowledged by the Optionee.

9.  Amendment of Option.

      The Option may be amended by the Program Administrators at any time (i) if
the Program Administrators determine, in their sole and absolute discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986 or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which change occurs after the Date of Grant and by its terms applies to the
Option; or (ii) other than in the circumstances described in clause (i), with
the consent of the Optionee.

10.  Notice.

      All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or by certified mail, return receipt requested, as follows:

To Company:   Broadband Wireless International Corporation
              8290 West Sahara, Suite 280
              Las Vegas, NV 89117
              Attn: Secretary


To Holder:
            ----------------------------

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

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

11.  Incorporation of Executive Stock Option Bonus Plan by Reference.

      The Option is granted pursuant to the terms of the Executive Bonus Plan,
the terms of which are incorporated herein by reference, and the Option shall in
all respects be interpreted in accordance with, and shall be subject to, the
Executive Bonus Plan. The Program Administrators shall interpret and construe
the Executive Bonus Plan and this instrument, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.


                                                                         Page 23
<PAGE>
12.  Governing Law.

      The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by and determined in accordance with the law of
the State of Nevada, except to the extent preempted by federal law, which shall
to the extent govern.

      In Witness Whereof, the Company has caused its duly authorized officers to
execute this Executive Stock Bonus Option Plan Agreement, and to apply the
corporate seal hereto, and the Optionee has placed his or her signature hereon,
effective as of the Date of Grant.

      This agreement may be executed in counterpart.

BROADBAND WIRELESS INTERNATIONAL CORPORATION
a Nevada Corporation


By: Dr. Ronald Tripp
President



ACCEPTED AND AGREED TO:
(Optionee)



                                                                         Page 24
<PAGE>
                                     PART IV

                  BROADBAND WIRELESS INTERNATIONAL CORPORATION

                             STOCK COMPENSATION PLAN

Section 1.  Terms and Conditions.

      The purpose of the Broadband Wireless International Corporation Stock
Compensation Plan (the "Compensation Plan") is to promote the growth and general
prosperity of the Company by permitting the Company to grant restricted shares
to compensate personnel for work performed for the Company and its subsidiaries.
This plan is restricted to Employees, Executives, and Key Independent
Contractors (Key Independent Contractor status shall be determined by the
Program Administrators). The terms and conditions of Compensation Shares, or
Compensation Shares rights granted under this Compensation Plan may differ from
one another as the Program Administrators shall, in their discretion, determine
in each Compensation Stock Option Agreement (the "Compensation Agreement").
Unless any provision herein indicates to the contrary, this Compensation Plan
shall be subject to the General Provisions of the Program, and terms used but
not defined in this Compensation Stock Option Plan shall have the meanings, if
any, ascribed thereto in the General Provisions of the Program.

Section 2.  Grant.

      Subject to the terms and conditions of each individually executed
Compensation Agreement, the Program Administrators may grant Compensation
Shares, as provided under the Compensation Plan. Each grant of Compensation
Shares shall be evidenced by a Compensation Agreement, which shall state the
terms and conditions of each as the Program Administrators, in their sole and
absolute discretion, deem are not inconsistent with the terms of the
Compensation Bonus Plan.

Section 3.  Compensation Shares.

      Compensation Shares shall become payable to a Plan Participant based upon
the completion of specified projects and duties and upon such other terms and
conditions as the Program Administrators may determine and specify in the
Compensation Agreement evidencing such Compensation. Each grant shall satisfy
the conditions for compensation-based awards hereunder and under the General
Provisions of the Program. A grant may provide for the forfeiture of
Compensation Shares in the event of termination of employment or other events,
subject to exceptions for death, disability, retirement or other events, all as
the Program Administrators may determine and specify in the Compensation
Agreement for such grant.

Section 4.  Stock Payments.

      The Program Administrators may grant Stock Payments to a person eligible
to receive the same as compensation or additional compensation or in lieu of the
obligation of the Company or a subsidiary to pay cash compensation under the
compensatory arrangements, only with the election of the eligible person. A Plan
Participant shall have all the voting, dividend, liquidation and other rights
with respect to shares of Common Stock issued to the Plan Participant as a Stock
Payment upon the Plan Participant becoming holder of record of such shares of
Common Stock; provided, however, the Program Administrators may impose such
restrictions on the assignment or transfer of such shares of Common Stock as
they deem appropriate and as are evidenced in the Compensation Agreement for
such Stock Payment. Such shares paid to participants hereunder, shall be subject
to any subsequent dividend, split or re-capitalization.


                                                                         Page 25
<PAGE>
Section 5.  Bonus Rights.

      The Program Administrators may grant Bonus Rights in tandem with the grant
of all other registered plans. A Bonus Right granted in tandem with another
award may be evidenced by the agreement for such other award; otherwise, a
separate Compensation Agreement shall evidence a Bonus Right. Payment may be
made by the Company in cash or by shares of the Company's Common Stock or by a
combination of the foregoing, may be immediate or deferred and may be subject to
such employment, performance objectives or other conditions as the Program
Administrators may determine and specify in the Compensation Agreement for such
Bonus Rights. The total payment subject to a Bonus Right shall not exceed Thirty
Five percent (35%) of the Employees, Executives, or Key Independent Contractors'
annual compensation.

Section 6.  Compliance with Securities Laws.

      Securities shall not be issued with respect to any award under the
Compensation Plan, unless the issuance and delivery of the securities pursuant
thereto shall comply with all applicable provisions of foreign, state and
federal law, including, without limitation, the Securities Act of 1933, as
amended, and the Exchange Act, and the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the securities
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.

Section 7.  Continued Employment or Service.

      Nothing in this Compensation Plan in any award granted hereunder shall
confer upon any Plan Participant any right to continued employment by, or
service to, the Company or any of its subsidiaries, or limit in any way the
right of the Company or any subsidiary at any time to terminate or alter the
terms of that employment or service arrangement.


                                                                         Page 26
<PAGE>
                           COMPENSATION PLAN AGREEMENT
                            (Compensation Agreement)

(GRANT OF COMPENSATION OPTION)

Date of Grant: ____________________, ____

      THIS GRANT, dated as of the date of grant first stated above (the "Date of
Grant"), is delivered by Broadband Wireless International Corporation, a Nevada
corporation (the " Company"), to ____________________ (the "Grantee"), who is an
Employee, Executive or Key Independent Contractor of the Company or one of its
subsidiaries (the Grantee's employer is sometimes referred to herein as the "
Employer").

      WHEREAS, the Board of Directors of the Company (the "Board") on February
17, 2004 adopted the Broadband Wireless International Corporation, Compensation
Plan (the "Compensation Plan");

      WHEREAS, the Executive Bonus Plan provides for the granting of
Compensation Stock by the Board or Program Administrators to employees or key
Independent Contractors of the Company or any subsidiary of the Company to
exercise certain rights with respect to, shares of the Common Stock of the
Company, $.0125 value (the "Stock"), in accordance with the terms and provisions
thereof; and

      WHEREAS, the Program Administrators consider the Grantee to be a person
who is eligible for a grant of Compensation stock under the Compensation Plan,
and have determined that it would be in the best interest of the Company to
grant the Compensation stock documented herein.

      NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:

1.  Grant of Stock.

      Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Program Administrators, hereby
grants to the Grantee, as of the Date of Grant, __________Shares of Broadband
Wireless International Corporation common shares as "Compensation Shares."

2.  Employment Not Affected.

      The granting of the Compensation Shares shall not be construed as granting
to the Grantee any right with respect to continuance of employment of the
Employer. Except as may otherwise be limited by a written agreement between the
Employer and the Grantee, the right of the Employer to terminate at will the
Grantee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, as the
Employer or on behalf of the Employer (whichever the case may be), and
acknowledged by the Grantee.


                                                                         Page 27
<PAGE>
3.  Notice.

      All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or by certified mail, return receipt requested, as follows:

To Company:   Broadband Wireless International Corporation
              8290 West Sahara, Suite 280
              Las Vegas, NV 89117
              Attn: Secretary


To Grantee:
            ----------------------------

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

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

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

4.  Incorporation of Compensation Plan by Reference.

      The Stock is granted pursuant to the terms of the Compensation Plan, the
terms of which are incorporated herein by reference, and the Grant shall in all
respects be interpreted in accordance with, and shall be subject to, the
Compensation Plan. The Program Administrators shall interpret and construe the
Compensation Plan and this instrument, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.

5.  Governing Law.

      The validity, construction, interpretation and effect of this instrument
shall exclusively be governed by and determined in accordance with the law of
the State of Nevada, except to the extent preempted by federal law, which shall
to the extent govern.

      IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute this Compensation Plan Agreement, and to apply the corporate seal
hereto, and the Grantee has placed his or her signature hereon, effective as of
the Date of Grant.

This agreement may be executed in counterpart.

BROADBAND WIRELESS INTERNATIONAL CORPORATION
a Nevada Corporation

By: /s/ Dr. Ron Tripp


ACCEPTED AND AGREED TO:


---------------------------------
(Grantee)



                                                                         Page 28