Exhibit  10.3     Stock Option Plan With Form of Option Agreement



              2004 STOCK OPTION PLAN WITH FORM OF OPTION AGREEMENT

                          STANDARD CAPITAL CORPORATION

                             2004 STOCK OPTION PLAN

           This  2004  Stock  Option  Plan  ("Plan")  provides  for the grant of
options  to  acquire  shares of common stock, .001 par value ("Common Stock") of
STANDARD  CAPITAL CORPORATION, a Delaware corporation ("Company"). Stock options
granted  under this Plan are referred to in this Plan as "Options." Options that
qualify  under  Section  422  of  the  Internal Revenue Code of 1986, as amended
("Code"),  are  referred  to  in this Plan as "Incentive Stock Options." Options
granted  under  this  Plan that do not qualify under Section 422 of the Code are
referred  to  as  "Nonqualified  Stock  Options."

1.0        PURPOSES

           1.1  The  purposes  of  this Plan are (i) to retain the services of a
management team, qualified employees of the Company and non-employee advisors or
consultants  as  the  Plan  Administrators  shall select in accordance with this
Plan;  (ii)  to retain the services of valued non-employee directors pursuant to
Section 5.15 below; (iii) to provide these persons with an opportunity to obtain
or  increase  a  proprietary  interest in the Company, to provide incentives for
effective  service  and high-level performance, to strengthen their incentive to
achieve  the objectives of the shareholders of the Company; and (iv) to serve as
an  aid  and  inducement  in  the  hiring  or  recruitment  of  new  employees,
consultants,  non-employee  directors  and  other  persons  needed  for  future
operations  and  growth  of  the  Company.  Employees, non-employee advisors and
consultants  are  referred  to  in  this  Plan  as  "Service  Providers."

2.0        ADMINISTRATION

           2.1  This  Plan  shall  be administered by, or in accordance with the
recommendation  of,  the  Board of Directors of the Company ("Board"). The Board
may, in its discretion, establish a committee composed of two or more members of
the  Board  to  administer  this  Plan  ("Committee") which may be an executive,
compensation  or  other  committee,  including  a  separate committee especially
created  for  this purpose. The Committee shall have the powers and authority as
the Board may delegate to it, including the power and authority to interpret any
provision  of  this  Plan  or  of any Option. The members of the Committee shall
serve at the discretion of the Board. The Board, and/or the Committee if one has
been  established  by  the  Board,  are  referred  to  in this Plan as the "Plan
Administrators."

           2.2  Following  registration of any of the Company's securities under
Section  12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
the  Plan  Administrators  shall  not  take  any  action  which  is  not in full
compliance with the exemption from Section 16(b) of the Exchange Act provided by
Rule  16b-3,  as amended, or any successor rule or rules, and any other rules or
regulations  of the Securities and Exchange Commission, a national exchange, the
Nasdaq Stock Market, the NASD Bulletin Board, or any other applicable regulatory
authorities,  and  any  such  action  shall  be  void  and  of  no  effect.

            2.3  Except  as  limited  by  Section 5.15 below, and subject to the
provisions  of  this  Plan,  and  with a view to effecting its purpose, the Plan
Administrators  shall  have sole authority, in their absolute discretion, to (i)
construe and interpret this Plan; (ii) define the terms used in this Plan; (iii)


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prescribe,  amend  and rescind rules and regulations relating to this Plan; (iv)
correct  any  defect, supply any omission or reconcile any inconsistency in this
Plan;  (v)  select  the Service Providers to whom Options shall be granted under
this  Plan and whether the Option is an Incentive Stock Option or a Nonqualified
Stock Option; (vi) determine the time or times at which Options shall be granted
under this Plan; (vii) determine the number of shares of Common Stock subject to
each  Option, the exercise price of each Option, the duration of each Option and
the  times  at  which each Option shall become exercisable; (viii) determine all
other terms and conditions of Options; (ix) approve the forms of agreement to be
used  under  the  Plan;  (x) to determine the "Fair Market Value", as defined in
Section  2.4  below; (xi) to reduce the exercise price of any Option to the then
current  Fair  Market Value if the Fair Market Value of the Common Stock covered
by  the  Option shall have declined since the date the Option was granted; (xii)
to  institute  a program whereby outstanding options are surrendered in exchange
for  options with a lower exercise price; (xiii) to provide financial assistance
to  Optionees  in  the  exercise  of  their  outstanding options by allowing the
individuals  to  deliver  a  full-recourse,  interest-bearing promissory note in
payment  of  the exercise price and any associated withholding taxes incurred in
connection  with  the  exercise; (xiv) to allow Optionees to satisfy withholding
tax  obligations  by  electing  to  have the Company withhold from the shares of
Common  Stock  to  be  issued  upon  exercise of an Option that number of shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market  Value  of the shares to be withheld shall be determined on the date that
the  amount  of  tax  to  be  withheld  is to be determined. All elections by an
Optionee to have shares withheld for this purpose shall be made in such form and
under  such  conditions  as  the  Plan  Administrators  may  deem  necessary  or
advisable; (xiv) to authorize any person to execute on behalf of the Company any
instrument  required  to effect the grant of an Option previously granted by the
Plan  Administrators;  and  (xv)  make  all  other  determinations  necessary or
advisable for the administration of this Plan. All decisions, determinations and
interpretations  made by the Plan Administrators shall be binding and conclusive
on  all  participants in this Plan and on their legal representatives, heirs and
beneficiaries.  None  of  the Plan Administrators shall be liable for any action
taken or determination made in good faith with respect to the Plan or any grant.

           2.4  "Fair  Market  Value" shall be deemed to be, as of any date, the
value  of  Common  Stock  determined  as  follows:

     (i)  If  the  Common Stock is listed on any established stock exchange or a
national  market  system, or if the principal market for the Common Stock is the
over-the-counter market, including without limitation Nasdaq NMS or Nasdaq Small
Cap  of the Nasdaq Stock Market, as the case may be, its Fair Market Value shall
be  the closing sales price for such stock (or the closing bid, if no sales were
reported)  as  quoted on such exchange or system for the last market trading day
immediately  preceding the date of determination, as reported in The Wall Street
Journal  or  such  other  source  as  the  Administrator  deems reliable. If the
principal  market  for the Common Stock is the NASD Electronic Bulletin Board or
other  over-the-counter  market other than Nasdaq NMS or Nasdaq Small Cap of the
Nasdaq Stock Market, its Fair Market Value shall be the mean between the closing
bid  and  asked  quotations  for  the  Common Stock for the 20 trading days last
preceding  the  date  of  conversion.

     (ii) In the absence of an established market for the Common Stock, the Fair
Market  Value  shall  be  determined  in  good  faith  by  the  Administrator.

   3.0        ELIGIBILITY

           3.1  Incentive Stock Options may be granted to any individual who, at
the  time  the  Option  is granted, is an employee of the Company or any parent,
subsidiary  or  other corporation permitted by the Code, including employees who
are  directors  of  the Company ("Employees"). Nonqualified Stock Options may be
granted  to  Service  Providers  as the Plan Administrators shall select, and to
non-employee  directors  of  the  Company  pursuant  to the formula set forth in


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Section  5.15  below.  Options  may  be  granted in substitution for outstanding
Options  of  another  corporation  in connection with the merger, consolidation,
acquisition  of  property  or  stock  or other reorganization between such other
corporation  and  the Company or any subsidiary of the Company. Options also may
be  granted in exchange for outstanding Options. Any person to whom an Option is
granted  under  this  Plan  is  referred  to  as  an  "Optionee."

4.0        NUMBER  OF  SHARES  AVAILABLE

           4.1  The  Plan  Administrators  are  authorized  to  grant Options to
acquire  up  to  a  total  of  Five  Million (5,000,000) shares of the Company's
authorized  but unissued, or reacquired, Common Stock. The number of shares with
respect  to  which  Options may be granted hereunder is subject to adjustment as
set  forth  below  in  Section  5.14.  If  any  outstanding Option expires or is
terminated  for  any  reason,  the  shares  of  Common  Stock  allocable  to the
unexercised portion of such Option may again be subject to an Option to the same
Optionee  or  to  a  different  person  eligible  under  this  Plan.

5.0        TERMS  AND  CONDITIONS  OF  OPTIONS

           5.1  Each  Option  granted  under  this  Plan shall be evidenced by a
written  agreement approved by the Plan Administrators ("Agreement"). Agreements
may  contain such additional provisions, not inconsistent with this Plan, as the
Plan  Administrators  in  their  discretion may deem advisable. All Options also
shall  comply  with  the  following  requirements.

           5.2  Number  of Shares and Type of Option. Each Agreement shall state
the  number of shares of Common Stock to which it pertains and designate whether
the  Option  is intended to be an Incentive Stock Option or a Nonqualified Stock
Option.  In  the  absence  of  action or designation to the contrary by the Plan
Administrators  in  connection with the grant of an Option, all Options shall be
Nonqualified  Stock  Options. The aggregate Fair Market Value, determined at the
Date  of  Grant,  as defined below, of the stock with respect to which Incentive
Stock  Options  are  exercisable  for  the first time by the Optionee during any
calendar  year,  granted  under  this  Plan and all other Incentive Stock Option
plans  of the Company, a related corporation or a predecessor corporation, shall
not  exceed $100,000, or such other limit as may be prescribed by the Code as it
may  be  amended  from  time  to time. Any Option which exceeds the annual limit
shall  not  be  void  but  rather  shall  be  a  Nonqualified  Stock  Option.

           5.3  Date  of  Grant.  Each  Agreement  shall state the date the Plan
Administrators  have  deemed to be the effective date of the Option for purposes
of,  and  in  accordance  with,  this  Plan  ("Date  of  Grant").

           5.4  Option  Price. Each Agreement shall state the price per share of
Common  Stock  at  which it is exercisable. The exercise price shall be fixed by
the  Plan Administrators at whatever price the Plan Administrators may determine
in  the  exercise  of its sole discretion; provided, that the per share exercise
price for any Option granted following the effective date of registration of any
of  the  Company's  securities under the Exchange Act shall not be less than the
Fair  Market  Value  per  share  of  the  Common  Stock  at the Date of Grant as
determined by the Plan Administrators in good faith; provided further, that with
respect  to  Incentive  Stock  Options  granted  to  greater  than  10  percent
shareholders  of  the Company, as determined with reference to Section 424(d) of
the Code, the exercise price per share shall not be less than 110 percent of the
Fair  Market  Value  per  share  of  the Common Stock at the Date of Grant; and,
provided  further,  that  Incentive  Stock  Options  granted in substitution for
outstanding  Options  of  another  corporation  in  connection  with the merger,
consolidation,  acquisition  of  property  or  stock  or  other  reorganization
involving  such  other  corporation  and  the  Company  or any subsidiary of the
Company  may  be  granted with an exercise price equal to the exercise price for
the  substituted  Option  of  the  other  corporation, subject to any adjustment
consistent  with the terms of the transaction pursuant to which the substitution
is  to  occur.


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           5.5  Duration of Options. At the time of the grant of the Option, the
Plan  Administrators  shall  designate,  subject  to  paragraph  5.8  below, the
expiration  date of the Option, which date shall not be later than 10 years from
the  Date  of  Grant;  provided, that the expiration date of any Incentive Stock
Option  granted  to  a  greater-than-10  percent  shareholder of the Company (as
determined with reference to Section 424(d) of the Code) shall not be later than
five  years  from the Date of Grant. In the absence of action to the contrary by
the Plan Administrators in connection with the grant of a particular Option, and
except  in  the  case of Incentive Stock Options as described above, all Options
granted  under  this  Plan  shall  expire  10  years  from  the  Date  of Grant.

           5.6  Vesting  Schedule.  No  Option shall be exercisable until it has
vested.  The  vesting  schedule  for  each Option shall be specified by the Plan
Administrators  at the time of grant of the Option; provided, that if no vesting
schedule  is  specified  at  the  time  of grant or in the Agreement, the entire
Option  shall  vest  according  to  the  following  schedule:

<TABLE>
<CAPTION>




           Number of Years Following         Percentage of Total Options
                  Date of Plan                    to be exercisable
           -------------------------         ----------------------------
<S>                        <C>
                       1                                  25%
                       2                                  50%
                       3                                  75%
                       4                                 100%
</TABLE>



           5.7  Acceleration  of Vesting. The vesting of one or more outstanding
Options  may be accelerated by the Plan Administrators at such times and in such
amounts  as  it  shall  determine in its sole discretion. The vesting of Options
also  shall  be  accelerated  under the circumstances described below in Section
5.14.

           5.8       Term  of  Option.

     5.8.1  Vested  Options  shall  terminate,  to  the  extent  not  previously
exercised,  upon  the  occurrence  of the first of the following events: (i) the
expiration  of  the  Option,  as designated by the Plan Administrators; (ii) the
expiration  of 30 days from the date of an Optionee's termination of employment,
contractual or director relationship with the Company or any Related Corporation
for  any  reason  whatsoever  other  than death or Disability, as defined below,
unless,  in  the  case  of  a  Nonqualified Stock Option, the exercise period is
otherwise  defined  by terms of an agreement with Optionee entered into prior to
the  effective  date of the Plan, or the exercise period is extended by the Plan
Administrators until a date not later than the expiration date of the Option; or
(iii)  the  expiration of one year from (A) the date of death of the Optionee or
(B)  cessation of an Optionee's employment, contractual or director relationship
with  the Company or any Related Corporation by reason of Disability (as defined
below)  unless,  in the case of a Nonqualified Stock Option, the exercise period
is  extended  by  the  Plan  Administrators  until  a  date  not  later than the
expiration  date  of  the  Option.  If  an Optionee's employment, contractual or
director  relationship with the Company or any Related Corporation is terminated
by  death,  any  Option  held  by  the Optionee shall be exercisable only by the
person or persons to whom such Optionee's rights under such Option shall pass by
the  Optionee's  will or by the laws of descent and distribution of the state or
county  of the Optionee's domicile at the time of death. "Disability" shall mean
that  a person is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected
to  result  in  death  or  that  has  lasted  or  can  be expected to last for a
continuous  period  of  not  less  than 12 months. The Plan Administrators shall
determine  whether an Optionee has incurred a Disability on the basis of medical
evidence  acceptable  to the Plan Administrators. Upon making a determination of
Disability, the Committee shall, for purposes of the Plan, determine the date of
an  Optionee's  termination of employment, contractual or director relationship.


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           5.8.2  Unless  accelerated as set forth above, unvested Options shall
terminate  immediately upon termination of Optionee's employment, contractual or
director relationship with the Company or any Related Corporation for any reason
whatsoever, including death or Disability. If, in the case of an Incentive Stock
Option,  an  Optionee's  relationship  with  the  Company changes (e.g., from an
employee  to  a non-employee, such as a consultant, or a non-employee director),
such  change  shall  not  necessarily  constitute a termination of an Optionee's
contractual  relationship  with  the Company but rather the Optionee's Incentive
Stock  Option shall automatically be converted into a Nonqualified Stock Option.
For  purposes  of this Plan, transfer of employment between or among the Company
and/or  any  Related Corporation shall not be deemed to constitute a termination
of  employment with the Company or any Related Corporation. For purposes of this
subsection  with  respect to Incentive Stock Options, employment shall be deemed
to  continue  while  the Optionee is on military leave, sick leave or other bona
fide  leave  of  absence as determined by the Plan Administrators. The foregoing
notwithstanding,  employment shall not be deemed to continue beyond the first 90
days of such leave, unless the Optionee's re-employment rights are guaranteed by
statute  or  by  contract.

           5.8.3  Unvested Options shall terminate immediately upon any material
breach, as determined by the Plan Administrators, by Optionee of any employment,
non-competition,  non-disclosure or similar agreement by and between the Company
and  Optionee.

           5.9  Exercise of Options. Options shall be exercisable, either all or
in  part,  at any time after vesting, until the Option terminates for any reason
set  forth  under  this Plan, unless the exercise period is extended by the Plan
Administrators until a date not later than the expiration date of the Option. If
less  than  all  of  the shares included in the vested portion of any Option are
purchased,  the  remainder  may be purchased at any subsequent time prior to the
expiration  of  the  Option  term.  No  portion  of any Option for less than ten
thousand  (10,000)  shares,  as  adjusted pursuant to Section 5.14 below, may be
exercised;  provided,  that if the vested portion of any Option is less than ten
thousand  (10,000)  shares,  it  may be exercised with respect to all shares for
which  it  is vested. Only whole shares may be issued pursuant to an Option, and
to  the  extent  that an Option covers less than one share, it is unexercisable.
Options  or  portions  thereof  may be exercised by giving written notice to the
Company, which notice shall specify the number of shares to be purchased, and be
accompanied  by  payment  in  the amount of the aggregate exercise price for the
Common  Stock so purchased, which payment shall be in the form specified in this
Plan.  The  Company  shall  not  be  obligated  to  issue, transfer or deliver a
certificate  of Common Stock to any Optionee, or to his personal representative,
until  the  aggregate  exercise price has been paid for all shares for which the
Option  shall  have  been  exercised and adequate provision has been made by the
Optionee  for  satisfaction  of  any tax withholding obligations associated with
such  exercise. During the lifetime of an Optionee, Options are exercisable only
by  the  Optionee.

           5.10  Payment  upon  Exercise  of  Option.  Upon  the exercise of any
Option,  the aggregate exercise price shall be paid to the Company in cash or by
certified  or  cashier's  check.  In  addition,  upon  approval  of  the  Plan
Administrators,  an  Optionee  may  pay  for all or any portion of the aggregate
exercise  price  by  (i)  delivering  to  the  Company  shares  of  Common Stock
previously  held by Optionee which have been owned by Optionee for more than six
(6) months on the date of surrender; (ii) having shares withheld from the amount
of  shares  of Common Stock to be received by the Optionee; (iii) delivery of an
irrevocable  subscription  agreement obligating the Optionee to take and pay for
the shares of Common Stock to be purchased within eighteen months of the date of
exercise, to be accompanied by a full-recourse, interest-bearing promissory note
in  payment  of the exercise price and any associated withholding taxes incurred
in  connection  with  the  exercise;  (iv) consideration received by the Company
under  a cashless exercise program implemented by the Company in connection with
the  Plan;  (v)  a  reduction  in  the  amount  of  any Company liability to the
Optionee,  including  any liability attributable to the Optionee's participation
in  any  Company-sponsored deferred compensation program or arrangement; or (vi)


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such other consideration and method of payment for the issuance of shares to the
extent  permitted  by  Applicable  Laws.  The shares of Common Stock received or
withheld by the Company as payment for shares of Common Stock purchased upon the
exercise  of  Options shall have a Fair Market Value at the date of exercise (as
determined by the Plan Administrators) equal to the aggregate exercise price (or
portion  thereof)  to  be  paid  by  the  Optionee  upon  such  exercise.

           5.11  Rights  as a Shareholder. An Optionee shall have no rights as a
shareholder  with respect to any shares covered by an Option until such Optionee
becomes a record holder of the shares, irrespective of whether such Optionee has
given  notice  of  exercise.  Subject  to the provisions of Section 5.14 of this
Plan,  no rights shall accrue to an Optionee and no adjustments shall be made on
account  of dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights declared on, or created in, the
Common Stock for which the record date is prior to the date the Optionee becomes
a  record  holder  of  the  shares  of  Common  Stock  covered  by  the  Option,
irrespective  of  whether  such  Optionee  has  given  notice  of  exercise.

           5.12  Transfer  of  Option.  Options  granted under this Plan and the
rights  and  privileges conferred by this Plan may not be transferred, assigned,
pledged or hypothecated in any manner, whether by operation of law or otherwise,
other  than  by  will or by applicable laws of descent and distribution or, with
respect  to  Nonqualified Stock Options, pursuant to a domestic relations order,
and  shall  not be subject to execution, attachment or similar process. Upon any
attempt  to  transfer,  assign,  pledge, hypothecate or otherwise dispose of any
Option  or  of  any  right  or  privilege conferred by this Plan contrary to the
provisions  hereof,  or upon the sale, levy or any attachment or similar process
upon  the  rights  and  privileges  conferred  by  this  Plan, such Option shall
thereupon  terminate  and  become  null  and  void.

           5.13      Securities  Regulation  and  Tax  Withholding.

           5.13.1  Shares  shall  not be issued with respect to an Option unless
the  exercise  of such Option and the issuance and delivery of such shares shall
comply  with  all relevant provisions of law, including, without limitation, any
applicable  state  securities  laws, the Securities Act of 1933, as amended, the
Exchange  Act,  the rules and regulations thereunder and the requirements of any
stock  exchange upon which such shares may then be listed. The issuance shall be
further  subject to the approval of counsel for the Company with respect to such
compliance, including the availability of an exemption from registration for the
issuance  and  sale  of such shares. The inability of the Company to obtain from
any  regulatory body the authority deemed by the Company to be necessary for the
lawful issuance and sale of any shares under this Plan, or the unavailability of
an  exemption  from  registration  for the issuance and sale of any shares under
this  Plan,  shall  relieve  the  Company  of  any liability with respect to the
non-issuance  or  sale  of  such  shares.

           5.13.2  As  a  condition  to  the  exercise of an Option, in order to
comply with federal or state securities laws the Plan Administrators may require
the  Optionee  to  represent and warrant in writing at the time of such exercise
that  the  shares  are  being  purchased  only  for  investment  and without any
then-present  intention  to sell or distribute such shares. At the option of the
Plan  Administrators, a stop-transfer order against such shares may be placed on
the  stock  books  and  records of the Company, and a legend indicating that the
stock  may  not  be  pledged, sold or otherwise transferred unless an opinion of
counsel  is  provided  stating  that  such  transfer  is not in violation of any
applicable  law  or  regulation, may be stamped on the certificates representing
such  shares  in  order  to  assure  an  exemption  from  registration. The Plan
Administrators  also  may  require  such other documentation as may from time to
time  be necessary to comply with federal and state securities laws. THE COMPANY
HAS  NO  OBLIGATION  TO UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK
ISSUABLE  UPON  THE  EXERCISE  OF  OPTIONS.

           5.13.3  As  a  condition  to the exercise of any Option granted under
this  Plan, the Optionee shall make such arrangements as the Plan Administrators


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may  require for the satisfaction of any federal, state or local withholding tax
obligations  that may arise in connection with such exercise. Alternatively, the
Plan  Administrators  may  provide  that  a  Grantee  may  elect,  to the extent
permitted  or  required  by  law,  to have the Company deduct federal, state and
local  taxes  of any kind required by law to be withheld upon such exercise from
any  payment  of  any  kind  due  to  the  Grantee.  Without  limitation, at the
discretion  of  the  Plan  Administrators,  the  withholding  obligation  may be
satisfied  by  the  withholding  or  delivery  of  shares  of  Common  Stock.

           5.13.4  The  issuance, transfer or delivery of certificates of Common
Stock  pursuant  to the exercise of Options may be delayed, at the discretion of
the  Plan  Administrators,  until the Plan Administrators are satisfied that the
applicable  requirements  of  the  federal  and  state  securities  laws and the
withholding  provisions  of  the  Code  have  been  met.

           5.14   Stock  Dividend,  Reorganization  or  Liquidation.

           5.14.1  If  (i)  the  Company  shall  at  any  time  be involved in a
transaction described in Section 424(a) of the Code (or any successor provision)
or any "corporate transaction" described in the regulations thereunder; (ii) the
Company  shall declare a dividend payable in, or shall subdivide or combine, its
Common  Stock  or (iii) any other event with substantially the same effect shall
occur,  the  Plan Administrators shall, with respect to each outstanding Option,
proportionately  adjust the number of shares of Common Stock and/or the exercise
price  per  share  so  as  to  preserve the rights of the Optionee substantially
proportionate  to  the  rights  of  the Optionee prior to such event, and to the
extent  that  such action shall include an increase or decrease in the number of
shares  of  Common  Stock  subject  to outstanding Options, the number of shares
available  under  Section  4.0  of this Plan shall automatically be increased or
decreased,  as  the  case may be, proportionately, without further action on the
part  of  the  Plan  Administrators,  the Company or the Company's shareholders.

           5.14.2  If  the  Company  is  liquidated  or  dissolved,  the  Plan
Administrators  shall  allow  the holders of any outstanding Options to exercise
all  or  any part of the unvested portion of the Options held by them; provided,
however, that such Options must be exercised prior to the effective date of such
liquidation  or dissolution. If the Option holders do not exercise their Options
prior  to such effective date, each outstanding Option shall terminate as of the
effective  date  of  the  liquidation  or  dissolution.

           5.14.3  The  foregoing  adjustments  in the shares subject to Options
shall  be  made by the Plan Administrators, or by any successor administrator of
this  Plan,  or  by  the  applicable  terms  of  any  assumption or substitution
document.

           5.14.4  The  grant of an Option shall not affect in any way the right
or  power of the Company to make adjustments, reclassifications, reorganizations
or  changes  of  its  capital  or  business  structure, to merge, consolidate or
dissolve, to liquidate or to sell or transfer all or any part of its business or
assets.

           5.15   Option  Grants  to  Non-Employee  Directors.

           5.15.1  Automatic  Grants.  Upon  the  initial  appointment  of  a
Non-Employee  Director, as defined below, the Plan Administrators are authorized
to  grant  initial  Options ("Initial Options") to each Non-Employee Director in
such  amounts and upon such terms, provisions and vesting schedule as determined
in the sole discretion of the Plan Administrators. After the Initial Options are
fully  vested,  or in the event no Initial Options are granted to a Non-Employee
Director, Options shall be granted to Non-Employee Directors under the terms and


                                      -65-
<PAGE>


conditions  of  this  Section  5.15  of  this  Plan. Unless the number of shares
available  under Section 4.0 of this Plan shall have been decreased to less than
50,000, immediately after each annual meeting of shareholders at which he or she
is  elected  a  director,  each  Non-Employee Director, as defined below, of the
Company  shall  automatically be granted a Nonqualified Stock Option to purchase
15,000  shares of Common Stock for each year included in the term for which such
he  or  she was elected a director at such meeting; provided, however, that if a
director  is  appointed to fill a vacancy in the Company's Board of Directors, a
Non-Employee  Director  shall be granted a Nonqualified Stock Option to purchase
that  number of shares of Common Stock equal to 15,000 multiplied by a fraction,
the  numerator  of which shall be equal to the number of months from the date of
his  or  her  appointment  until  the next regularly scheduled annual meeting of
shareholders  at  which  directors  are  to  be  elected  (as  determined by the
Company's bylaws and rounded to the nearest whole number) and the denominator of
which  shall  be twelve (12). "Non-Employee Director" shall have the meaning set
forth in Rule 16b-3 under the Exchange Act as such rule is in effect on the date
this  Plan  is approved by the shareholders of the Company, as it may be amended
from  time  to  time,  or  any  successor  rule  or  rules.

           5.15.2  Option  Price. The option price for the Options granted under
Section  5.15  shall  be  not  less  than one hundred percent (100%) of the Fair
Market  Value  of the shares of Common Stock on the Date of Grant, as determined
by  the  Plan Administrators in good faith in accordance with the definition set
forth  in Section 2.4 of this Plan. Each such Option shall have a four-year term
from  the  Date  of  Grant,  unless  earlier terminated pursuant to Section 5.8.

           5.15.3  Vesting  Schedule.  No  Option  shall  be  exercisable  by  a
Non-Employee  Director  until  it  has vested. For Options granted in connection
with  the  election  of  a  director  at an annual meeting of shareholders, each
Option  shall  vest as to 15,000 shares of Common Stock for each year of service
as  a  director  on  each  anniversary  date  of the annual meeting. For Options
granted in connection with the appointment of a director, each Option shall vest
as  to  15,000  shares of Common Stock for each year of service as a director on
each  anniversary  date  of  such  appointment.

           5.16   Common  Stock  Repurchase  Rights

           5.16.1  Repurchase  Option.  At  the  sole  discretion  of  the  Plan
Administrators,  each  Option  granted  under  this  Plan may contain repurchase
provisions  pursuant  to  which,  after  exercise  of the Option, the Company is
granted  an irrevocable, exclusive option ("Repurchase Option") to purchase from
Optionee  the  Common  Stock  issued  upon  exercise  of the Option. If the Plan
Administrators  determine that Options granted under the Plan will be subject to
a  Repurchase  Option,  Service  Providers  shall  be  notified  by  the  Plan
Administrators  of  the  terms,  conditions  and  restrictions of the Repurchase
Option  by  means of a Restricted Stock Purchase Agreement, and Options shall be
accepted  by  Service  Providers  by  execution  of  a Restricted Stock Purchase
Agreement  in  the  form  determined by the Plan Administrators. Unless the Plan
Administrators  determine  otherwise,  the  Restricted  Stock Purchase Agreement
shall  grant  the  Company a repurchase option exercisable upon the voluntary or
involuntary  termination  of  the  purchaser's  service with the Company for any
reason  (including  death  or  disability).

           5.16.2  Purchase Price and Duration. The purchase price for shares of
Common  Stock  repurchased  pursuant  to the Restricted Stock Purchase Agreement
shall  be  the  original  price  per share paid by the purchaser, plus an amount
equal  to  any  federal or state income tax liability incurred by purchaser upon
exercise  of  a  Nonqualified  Stock  Option.  The purchase price may be paid by
cancellation of any indebtedness of the purchaser to the Company. The Repurchase
Option  shall  lapse  after  one year following the date of exercise, unless the
repurchase  period  is shortened in accordance with a schedule determined by the
Plan  Administrators.

           5.16.3  Escrow of Shares. The Restricted Stock Purchase Agreement may
also  provide that the shares of Common Stock be delivered and deposited with an
escrow holder designated by the Company until such time as the Repurchase Option
expires.


                                      -66-
<PAGE>


           5.16.4  Other  Provisions.  The  Restricted  Stock Purchase Agreement
shall  contain such other terms, provisions and conditions not inconsistent with
the  Plan  as  may  be  determined  by the Administrator in its sole discretion.

           5.16.5  Rights  as  a  Shareholder.  Once the Option is exercised and
unless  and  until  the  Repurchase  Option  is  exercised  by  the Company, the
purchaser  shall have the rights equivalent to those of a shareholder, and shall
be  a  shareholder  when  his or her purchase is entered upon the records of the
duly  authorized  transfer  agent  of  the  Company.

           5.17      Common  Stock  Resale  Restrictions

           5.17.1  Resale  Restrictions.  At  the  sole  discretion  of the Plan
Administrators,  each  Option  granted  under  this  Plan  may  contain  resale
provisions pursuant to which, after exercise of the Option, the purchaser of the
Common  Stock  issued  upon  exercise of the Option shall be limited to sales of
Common  Stock  sold  for  the  account  of  the purchaser or an affiliate of the
purchaser  in  an  amount  which shall not exceed 250,000 shares of Common Stock
during  any  three-month  period.

           5.17.2  Duration.  The Resale Restriction may continue for as long as
the  purchaser  beneficially  owns  the Common Stock issued upon exercise of the
Option, unless the Resale Restriction is shortened in accordance with a schedule
determined  by  the  Plan  Administrators.

6.0        EFFECTIVE  DATE;  TERM

           6.1  This  Plan  shall be effective as of February 20, 2004. The Plan
shall  include all options granted by Plan Administrators prior to the effective
date of the Plan, in accordance with the effective Date of Grant and other terms
of  each  agreement with Optionee. Incentive Stock Options may be granted by the
Plan  Administrators  from  time  to  time  thereafter  until February 20, 2009.
Nonqualified  Stock  Options may be granted until this Plan is terminated by the
Board  in  its sole discretion. Termination of this Plan shall not terminate any
Option granted prior to such termination. Any Incentive Stock Options granted by
the  Plan Administrators prior to the approval of this Plan by a majority of the
shareholders  of  the  Company  shall be granted subject to ratification of this
Plan  by  the  shareholders  of  the Company within 12 months after this Plan is
adopted  by the Board, and if shareholder ratification is not obtained, each and
every  Incentive
Stock  Option  shall  become  a  Nonqualified  Stock  Option.

7.0        NO  OBLIGATIONS  TO  EXERCISE  OPTION

           7.1  The  grant  of  an  Option  shall  impose no obligation upon the
Optionee  to  exercise  such  Option.

8.0        NO  RIGHT  TO  OPTIONS  OR  TO  EMPLOYMENT, CONTRACTUAL OR   DIRECTOR
           RELATIONSHIP

           8.1  Except  as  provided  in  Section 5.15 above, whether or not any
Options  are  to  be  granted  under  this  Plan shall be exclusively within the
discretion  of the Plan Administrators, and nothing contained in this Plan shall
be  construed  as giving any person or Service Provider any right to participate
under  this  Plan. The grant of an Option shall in no way constitute any form of
agreement  or  understanding  binding on the Company or any Related Corporation,
express  or  implied,  that  the Company or any Related Corporation will employ,
contract with, or use any efforts to cause to continue service as a director by,
an  Optionee  for  any  length  of  time.

                                      -67-
<PAGE>



9.0        APPLICATION  OF  FUNDS

           9.1  The  proceeds  received  by  the Company from the sale of Common
Stock  issued  upon  the exercise of Options shall be used for general corporate
purposes,  unless  otherwise  directed  by  the  Board.

10.0       INDEMNIFICATION  OF  PLAN  ADMINISTRATOR

           10.1 In addition to all other rights of indemnification they may have
as members of the Board, members of the Plan Administrators shall be indemnified
by  the  Company  for  all  reasonable  expenses  and liabilities of any type or
nature,  including attorneys' fees, incurred in connection with any action, suit
or  proceeding  to  which  they  or  any of them are a party by reason of, or in
connection  with,  this  Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof, provided that such settlement is
approved  by  independent  legal  counsel selected by the Company, except to the
extent  that  such expenses relate to matters for which it is adjudged that such
Plan  Administrators  member  is  liable  for willful misconduct; provided, that
within 15 days after the institution of any such action, suit or proceeding, the
Plan Administrator member involved therein shall, in writing, notify the Company
of such action, suit or proceeding, so that the Company may have the opportunity
to  make  appropriate  arrangements  to  prosecute  or  defend  the  same.

11.0       AMENDMENT  OF  PLAN

           11.1  Except  as  otherwise  provided above in Section 5.15, the Plan
Administrators  may,  at  any  time,  modify,  amend  or terminate this Plan and
Options  granted under this Plan; provided, that no amendment with respect to an
outstanding Option shall be made over the objection of the Optionee thereof; and
provided  further, that if required in order to keep the Plan in full compliance
with  the  exemption  from  Section  16(b)  of the Exchange Act provided by Rule
16b-3,  as  amended,  or  any  successor  rule  or  rules, or any other rules or
regulations  of the Securities and Exchange Commission, a national exchange, the
Nasdaq  Stock  Market, the NASD Bulletin Board, or other regulatory authorities,
amendments  to  this  Plan  shall  be  subject  to  approval  by  the  Company's
shareholders  in  compliance  with  the  requirements  of  any  such  rules  or
regulations.

           Without  limiting  the  generality  of  the  foregoing,  the  Plan
Administrators  may modify grants to persons who are eligible to receive Options
under  this Plan who are foreign nationals or employed outside the United States
to  recognize  differences  in  local  law,  tax  policy  or  custom.

           Date  Approved  by  Board of Directors of Company:  February 20, 2004


                                               STANDARD CAPITAL CORPORATION

                                               By:    /s/ "E. Del Thachuk"
                                               ----------------------------
                                                  Chief Executive Officer
                                                   President and Director


                                      -68-
<PAGE>


                          STANDARD CAPITAL CORPORATION

                             STOCK OPTION AGREEMENT

NEITHER  THIS  OPTION  NOR  THE  UNDERLYING  SHARES  OF  COMMON  STOCK HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"). THIS
OPTION  OR  THE  UNDERLYING COMMON SHARES MAY NOT BE SOLD OR TRANSFERRED UNLESS:

(i)  THERE  IS  AN  EFFECTIVE REGISTRATION COVERING THE OPTION OR SHARES, AS THE
CASE  MAY  BE,  UNDER  THE SECURITIES ACT AND APPLICABLE STATES SECURITIES LAWS;

(ii)  THE  COMPANY  FIRST  RECEIVES A LETTER FROM AN ATTORNEY, ACCEPTABLE TO THE
BOARD  OF  DIRECTORS  OR ITS AGENTS, STATING THAT IN THE OPINION OF THE ATTORNEY
THE  PROPOSED  TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE  STATES  SECURITIES  LAWS; OR, (iii) THE TRANSFER IS MADE PURSUANT TO
RULE  144  UNDER  THE  SECURITIES  ACT.

BETWEEN:

                                                          ("Optionee")
AND

STANDARD  CAPITAL  CORPORATION                             ("Company")
(A  Delaware  corporation)

1.0        RECITALS

           1.1  The  Company  has  adopted  the 2004 Stock Option Plan ("Plan"),
incorporated  herein  by  reference,  that  provides for the grant of options to
purchase  shares  of  Common  Stock  ("Shares") of the Company. Unless otherwise
defined  in  this  Agreement,  the terms defined in the Plan shall have the same
defined  meanings  in  this  Agreement.

2.0        NOTICE  OF  GRANT

           2.1  Optionee  has  been  granted an option to purchase Shares of the
Company,  subject  to  the  terms  and  conditions  of  the Plan and this Option
Agreement,  as  follows:

           GRANT  NUMBER:                      --------------------------

           DATE  OF  GRANT:                    --------------------------

           VESTING  COMMENCEMENT  DATE:        --------------------------

           EXERCISE  PRICE  PER  SHARE:        --------------------------

           TOTAL NUMBER OF SHARES GRANTED:     --------------------------

           TOTAL  EXERCISE  PRICE:            $--------------------------


                                      -69-
<PAGE>



           TYPE  OF  OPTION:                   Incentive Stock Option

                                               Nonqualified Stock Option

           EXPIRATION DATE:

           VESTING  SCHEDULE: This Option may be exercised, in whole or in part,
in  accordance  with  the  following  schedule: 25% of the Shares subject to the
Option  shall  immediately vest and be exercisable after two (2) years following
the date of grant, 50% of the Shares subject to the Option shall be fully vested
and be exercisable after three (3) years following the date of grant, 75% of the
Shares subject to the Option shall be fully vested and be exercisable after four
(4)  years  following  the  date of grant, and 100% of the Shares subject to the
Option  shall  be fully vested and be exercisable after five (5) years following
the  date  of  grant.

           TERMINATION  PERIOD:  This  Option may be exercised for 30 days after
Optionee  ceases  to  be a Service Provider. Upon the death or Disability of the
Optionee, this Option may be exercised for such longer period as provided in the
Plan.  In no event shall this Option be exercised later than the Expiration Date
as  provided  above.

3.0        GRANT  OF  OPTION

           3.1  Subject  to  the  terms  and  conditions of the Plan and of this
Agreement,  the  Plan  Administrators of the Company grant to the Optionee named
above  an option ("Option") to purchase the number of Shares, as set forth above
in  Section  2.0 entitled "Notice of Grant", at the exercise price per share set
forth  above  in  Notice  of  Grant  ("Exercise  Price").  Subject to any mutual
amendments  of  the  Plan,  in  the  event  of  a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms
and  conditions  of  the  Plan  shall  prevail.

           3.2 If designated in the Notice of Grant as an Incentive Stock Option
("ISO"),  this  Option is intended to qualify as an Incentive Stock Option under
Section  422 of the Code. However, if this Option is intended to be an Incentive
Stock  Option,  to  the extent that it exceeds the $100,000 rule of Code Section
422(d)  it  shall  be  treated  as  a  Nonqualified  Stock  Option  ("NQO").

4.0        EXERCISE  OF  OPTION

           4.1  Right to Exercise. This Option is exercisable during its term in
accordance  with the Vesting Schedule set forth above in the Notice of Grant and
the  applicable  provisions  of  the  Plan  and  this  Option  Agreement.

           4.2  Method of Exercise. This Option is exercisable by delivery of an
exercise  notice,  in  the form attached as Exhibit A ("Exercise Notice"), which
shall state the election to exercise the Option, the number of Shares in respect
of  which  the  Option  is  being exercised ("Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions  of  the Plan. The Exercise Notice shall be completed by the Optionee
and  delivered  to  the  Company.  The  Exercise  Notice shall be accompanied by
payment  of the aggregate Exercise Price as to all Exercised Shares. This Option
shall  be  deemed  to  be  exercised  upon  receipt  by the Company of the fully
executed  Exercise  Notice  accompanied  by  the  aggregate  Exercise  Price.


                                      -70-
<PAGE>



5.0        COMPLIANCE  WITH  APPLICABLE  LAW

           5.1 No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with applicable state or federal law,
including  securities  laws,  corporate  laws, the Code or any stock exchange or
quotation  system.  If  the  Plan  Administrators  at  any  time  determine that
registration or qualification of the Shares or the Option under state or federal
law, or the consent approval of any governmental regulatory body is necessary or
desirable, then the Option may not be exercised, in whole or in part, until such
registration,  qualification,  consent,  or approval shall have been effected or
obtained  free  of  any  conditions  not  acceptable to the Plan Administrators.
Assuming  compliance,  for  income  tax  purposes  the Exercised Shares shall be
considered  transferred to the Optionee on the date the Option is exercised with
respect  to  such  Exercised  Shares.

           5.2  If  required  by  the Company at the time of any exercise of the
Option  in order to comply with federal or state securities laws, as a condition
to such exercise, the Employee shall enter into an agreement with the Company in
form  satisfactory  to  counsel for the Company by which the Employee: (i) shall
represent  that the Shares are being acquired for the Employee's own account for
investment and not with a view to, or for sale in connection with, any resale or
distribution  of  such Shares; and, (ii) shall agree that if the Employee should
decide  to sell, transfer, or otherwise dispose of any such Shares, the Employee
may  do  so  only  if the Shares are registered under the Securities Act and the
relevant  state  securities  law,  unless,  in  the  opinion  of counsel for the
Company,  such  registration is not required, or the transfer is pursuant to the
Securities  and  Exchange  Commission  Rule  144.

6.0        METHOD  OF  PAYMENT

           6.1  Payment  of  the aggregate Exercise Price shall be by any of the
following,  or  a  combination  thereof,  at  the  election  of  the  Optionee:

           (a)  cash;

           (b)  certified  or  cashier's  check;

           (c)  consideration  received by the Company under a cashless exercise
program  implemented  by  the  Company  in  connection  with  the  Plan;

           (d)  with the Plan Administrator's consent, surrender of other Shares
which  (i)  in the case of Shares acquired upon exercise of an option, have been
owned by the Optionee for more than six (6) months on the date of surrender, and
(ii)  have  a  Fair Market Value on the date of surrender equal to the aggregate
Exercise  Price  of  the  Exercised  Shares;  or

           (e)  with  the  Plan  Administrator's consent, delivery of Optionee's
promissory note (the "Note") in the form approved by Plan Administrators, in the
amount  of  the  aggregate  Exercise  Price  of  the  Exercised  Shares  and any
associated  withholding taxes incurred in connection with the exercise, together
with  the  execution and delivery by the Optionee of a Security Agreement in the
form  approved  by  Plan  Administrators.  The  Note  shall bear interest at the
"applicable  federal rate" prescribed under the Code and its regulations at time
of  purchase,  and  shall  be secured by a pledge of the Shares purchased by the
Note  pursuant  to  the  Security  Agreement.

                                      -71-
<PAGE>


7.0        NON-TRANSFERABILITY  OF  OPTION

           7.1  This  Option may not be transferred in any manner otherwise than
by  will  or  by the laws of descent or distribution and may be exercised during
the  lifetime  of  Optionee only by the Optionee. The terms of the Plan and this
Agreement shall be binding upon the executors, administrators, heirs, successors
and  assigns  of  Optionee.

8.0        TERM  OF  OPTION

           8.1 This Option may be exercised only within the term set forth above
in the Notice of Grant, and may be exercised during that term only in accordance
with  the  Plan  and  the  terms  of  this  Option  Agreement.

9.0        TAX  CONSEQUENCES

           Some  of  the federal tax consequences relating to this Option, as of
the  date  of  this Option, are set forth below. THIS SUMMARY IS INCOMPLETE, AND
THE  TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT
A  TAX  ADVISER  BEFORE  EXERCISING  THIS  OPTION  OR  DISPOSING  OF THE SHARES.

           9.1   Exercising  the  Option.

           9.1.1  Nonqualified  Stock  Option.  The  Optionee  may incur regular
federal  income  tax  liability  upon  exercise  of  a NQO. The Optionee will be
treated  as  having received compensation income (taxable at ordinary income tax
rates)  equal  to  the excess, if any, of the Fair Market value of the Exercised
Shares  on  the  date  of  exercise  over their aggregate Exercise Price. If the
Optionee  is  an  Employee or a former Employee, the Company will be required to
withhold  from  his  or her compensation or collect from Optionee and pay to the
applicable  taxing  authorities  an amount in cash equal to a percentage of this
compensation  income  at  the  time  of  exercise,  and  may refuse to honor the
exercise  and  refuse  to  deliver  Shares  if these withholding amounts are not
delivered  at  the  time  of  exercise.

           9.1.2 Incentive Stock Option. If this Option qualifies as an ISO, the
Optionee  will  have  no regular federal income tax liability upon its exercise,
although the excess, if any, of the Fair Market Value of the Exercised Shares on
the  date  of exercise over their aggregate Exercise Price will be treated as an
adjustment  to  alternative  minimum taxable income for federal tax purposes and
may  subject the Optionee to alternative minimum tax in the year of exercise. In
the  event  that  the  Optionee  ceases  to be an Employee but remains a Service
Provider,  any  Incentive  Stock Option of the Optionee that remains unexercised
shall  cease to qualify as an Incentive Stock Option and will be treated for tax
purposes as a Nonqualified Stock Option on the date three (3) months and one (1)
day  following  this  change  of  status.

           9.2   Disposition  of  Shares.

           9.2.1  NQO.  If  the Optionee holds NQO Shares for at least one year,
except  for that portion treated as compensation income at the time of exercise,
any  gain  realized  on  disposition  of the Shares will be treated as long-term
capital  gain  for  federal  income  tax  purposes.

           9.2.2  ISO.  If  the  Optionee holds ISO Shares for at least one year
after  exercise  and  two  years  after  the  grant  date,  any gain realized on
disposition  of the Shares will be treated as long-term capital gain for federal


                                      -72-
<PAGE>


income  tax  purposes.  If  the  Optionee disposes of ISO Shares within one year
after  exercise  or  two  years  after the grant date, any gain realized on such
disposition  will  be treated as compensation income (taxable at ordinary income
rates)  to the extent of the excess, if any, of the lesser of (i) the difference
between the Fair Market Value of the Shares acquired on the date of exercise and
the  aggregate  Exercise Price, or (ii) the difference between the sale price of
such  Shares and the aggregate Exercise Price. Any additional gain will be taxed
as  capital  gain,  short-term or long-term depending on the period that the ISO
Shares  were  held.

           9.3  Notice  of  Disqualifying  Disposition  of  ISO  Shares.  If the
Optionee  sells  or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year  after the exercise date, the Optionee shall immediately notify the Company
in writing of the disposition. The Optionee agrees that he or she may be subject
to  income  tax withholding by the Company on the compensation income recognized
from  such  early  disposition  of  ISO  Shares by payment in cash or out of the
current  earnings  paid  to  the  Optionee.

10.0       RESALE  RESTRICTIONS

           10.1  Optionee  acknowledges  and agrees that Optionee, together with
Optionee's affiliates and donees, will not sell or otherwise transfer or dispose
of  Shares of the Company issued upon exercise of this Option in an amount which
shall  exceed  250,000  Shares  during any three-month period. Shares, which are
bona fide, pledged, when sold by the pledgee, or by a purchaser, after a default
in the obligation secured by the pledge shall be deemed to be excluded from this
limitation.

           10.2 Optionee acknowledges and agrees that whatever period determined
appropriate  by  the  Company,  underwriter,  or  federal  and  state regulatory
officials including, but not limited to, the Securities and Exchange Commission,
National  Association  of Securities Dealers and NASDAQ, following the effective
date  of a registration statement of the Company covering common stock (or other
securities) of the Company to be sold on its behalf in an underwriting, Optionee
will  not  sell  or  otherwise  transfer or dispose of (other than to donees who
agree  to be similarly bound) Shares of the Company held by Optionee at any time
during  such  period  except  securities  included  in  that  registration.

           10.3  Optionee  acknowledges  and  agrees  that  if for purposes of a
registration  statement  of  the  Company  the  underwriter  or federal or state
regulatory  officials  fix a specific Common Stock or Option lockup period, such
fixed  lockup  period  shall  apply  to  Optionee  under  this  Agreement.

11.0       NO  GUARANTEE  OF  CONTINUED  SERVICE

           11.1  Optionee  acknowledges  and  agrees  that the vesting of shares
pursuant  to  the vesting schedule set forth in this Agreement is earned only by
continuing as a Service Provider at the will of the Company, and not through the
act  of  being  hired,  being  granted an option or purchasing shares under this
Agreement.  Optionee  further  acknowledges  and agrees that this Agreement, the
transactions  contemplated  and  the  vesting  schedule  set  forth in it do not
constitute  an  express  or implied promise of continued engagement as a Service
Provider  for  the  vesting  period,  for  any  period, or at all, and shall not
interfere  with  Optionee's right or the Company's right to terminate Optionee's
relationship  as  a  Service  Provider  at  any  time,  with  or  without cause.


12.0                                           SIGNATURES

Dated:                                                      ,200_

STANDARD  CAPITAL  CORPORATION

By: --------------------------------------------------
Del  Thachuk,  Chief  Executive  Officer  and  President

                                      -73-
<PAGE>



Optionee  acknowledges  and represents that he or she has received a copy of the
Plan,  has  reviewed  the Plan and this Agreement in their entirety, is familiar
with  its  and fully understands its terms and provisions. Optionee accepts this
Option  subject  to all the terms and provisions of the Plan and this Agreement.
Optionee  has  had  an  opportunity  to  obtain  the  advice of counsel prior to
executing  this  Agreement. Optionee agrees to accept as binding, conclusive and
final  all  decisions  or  interpretations  of  the Plan Administrators upon any
questions  arising  under  the  Plan  and  Agreement. Optionee further agrees to
notify  the  Company  upon  any change in the residence address indicated on the
first  page  of  this  Agreement.

Dated:               ,200_


OPTIONEE:


(Signature)


(Print  Name)

                                CONSENT OF SPOUSE

           The  undersigned  spouse  of Optionee has read and approves the terms
and conditions of the Plan and this Agreement. In consideration of the Company's
granting his or her spouse the right to purchase Shares as set forth in the Plan
and  this Agreement, the undersigned agrees to be irrevocably bound by the terms
and conditions of the Plan and this Option Agreement and further agrees that any
community  property  interest  shall  be similarly bound. The undersigned hereby
appoints  the  undersigned's spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under the Plan or this Agreement.




(Signature  of  Spouse  of  Optionee)



(Print  Name)

                                      -74-
<PAGE>



                                                                       EXHIBIT A
                                 2004 STOCK PLAN

                                 EXERCISE NOTICE

TO:        STANDARD  CAPITAL  CORPORATION.

Attention:  Secretary  Treasurer

           Effective  as  of  today,  ________________,  200-,  the  undersigned
("Purchaser")  hereby elects to purchase ______________ shares ("Shares") of the
Common  Stock  of  Standard Capital Corporation.("Company") pursuant to the 2004
Stock Option Plan ("Plan") and the Stock Option Agreement dated _     _________,
200_ ("Agreement"). Purchaser herewith delivers to the Company the full purchase
price  for  the  Shares  of  $_____________,  as  required  by  the  Agreement.

           2.0  Representations  of  Purchaser.  Purchaser  acknowledges  that
Purchaser  has  received,  read  and  understood  the Plan and the Agreement and
agrees  to  abide  by  and  be  bound  by  their  terms  and  conditions.

           3.0  Rights  as  Shareholder. Until the issuance (as evidenced by the
appropriate  entry  on the books of the Company or of a duly authorized transfer
agent  of  the  Company) of the Shares, no right to vote or receive dividends or
any  other  rights  as  a  shareholder  shall  exist with respect to the Shares,
notwithstanding  the  exercise  of the Option. The Shares shall be issued to the
Optionee as soon as practicable after exercise of the Option. No adjustment will
be  made for a dividend or other right for which the record date is prior to the
date  of  issuance,  except  as  provided  in  the  Plan.

     4.0  Tax  Consultation.  Purchaser  understands  that  Purchaser may suffer
adverse  tax  consequences as a result of Purchaser's purchase or disposition of
the  Shares.  Purchaser  represents  that  Purchaser  has consulted with any tax
consultants  Purchaser  deems  advisable  in  connection  with  the  purchase or
disposition  of  the Shares and that Purchaser is not relying on the Company for
any  tax  advice.

Submitted  by:                                  Accepted  by:

PURCHASER:                                    STANDARD  CAPITAL  CORPORATION

-----------------------------                 -------------------------------
(Signature)                                   By:

-----------------------------                 -------------------------------
(Print  Name)                                Position

Address:                                     Address:

                                            2429  128  Street
                                            Surrey,  British  Columbia
                                            Canada,  V4A  3W2


Date  Received:               ,  200_