URANIUM POWER CORPORATION
                             2004 STOCK OPTION PLAN

      A.    1.    Purposes  of and  Benefits  Under  the Plan.  This 2004  Stock
Option Plan (the "Plan") is intended to encourage  stock ownership by employees,
consultants,  officers  and  directors  of  Uranium  Power  Corporation  and its
controlled,    affiliated   and   subsidiary   entities    (collectively,    the
"Corporation"),  so that they may acquire or increase their proprietary interest
in the Corporation,  and is intended to facilitate the Corporation's efforts to:
(i)  induce  qualified  persons  to become  employees,  officers  and  directors
(whether or not they are employees) and  consultants  to the  Corporation;  (ii)
compensate  employees,  officers,  directors and consultants for services to the
Corporation;  and (iii)  encourage  such  persons  to remain in the employ of or
associated with the Corporation and to put forth maximum efforts for the success
of the Corporation. It is further intended that options granted by the Committee
pursuant to Section 6 of this Plan shall  constitute  "incentive  stock options"
("Incentive  Stock  Options")  within the meaning of Section 422 of the Internal
Revenue Code, and the regulations issued thereunder,  and options granted by the
Committee  pursuant  to Section 7 of this Plan shall  constitute  "non-qualified
stock options" ("Non-qualified Stock Options").  "Options" means options granted
pursuant to the  provisions  of this Plan,  whether  Incentive  Stock Options or
Non-qualified Stock Options.

            2.    Definitions.  As used in this Plan,  the  following  words and
phrases shall have the meanings indicated:

                  (a)   "Board"  shall  mean  the  Board  of  Directors  of  the
Corporation.

                  (b)   "Bonus" means any Common Stock bonus issued  pursuant to
the provisions of this Plan.

                  (c)   "Committee"  shall mean any  Committee  appointed by the
Board to administer  this Plan, if one has been  appointed.  If no Committee has
been appointed, the term "Committee" shall mean the Board.

                  (d)   "Common  Stock" shall mean the  Corporation's  $.001 par
value common stock.

                  (e)   "Disability"  shall  mean  a  Recipient's  inability  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. If the Recipient has a disability insurance policy, the
term "Disability" shall be as defined therein.

                  (f)   "Fair Market  Value" per share as of a  particular  date
shall mean the last sale price of the Corporation's  Common Stock as reported on
a national  securities  exchange or by NASDAQ,  or if the quotation for the last
sale reported is not available for the  Corporation's  Common Stock, the average
of the  closing bid and asked  prices of the  Corporation's  Common  Stock as so
reported or, if such  quotations are  unavailable,  the value  determined by the


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Committee in accordance  with its  discretion in making a bona fide,  good faith
determination  of fair  market  value.  Fair Market  Value  shall be  determined
without regard to any restriction other than a restriction  which, by its terms,
never will lapse.  In the case of Options and Bonuses granted at a time when the
Corporation  does not have a  registration  statement in effect  relating to the
shares issuable hereunder, the value at which the Bonus shares are issued may be
determined by the  Committee at a reasonable  discount from Fair Market Value to
reflect the  restricted  nature of the shares to be issued and the  inability of
the Recipient to sell those shares promptly.

                  (g)   "Recipient"  means  any  person  granted  an  Option  or
awarded a Bonus hereunder.

                  (h)   "Internal  Revenue  Code"  shall mean the United  States
Internal  Revenue Code of 1986, as amended from time to time  (codified as Title
26 of the United States Code) and any successor legislation.

            3.    Administration.

                  (a)   The Plan shall be  administered  by the  Committee.  The
Committee  shall  have  the  authority  in its  discretion,  subject  to and not
inconsistent with the express provisions of the Plan, to administer the Plan and
to exercise all the powers and authorities either  specifically  conferred under
the Plan or necessary or advisable in the administration of the Plan,  including
the authority:  to grant Options and Bonuses;  to determine the vesting schedule
and other  restrictions,  if any, relating to Options and Bonuses;  to determine
the  purchase  price of the shares of Common  Stock  covered by each Option (the
"Option  Price");  to  determine  the persons to whom,  and the time or times at
which,  Options and Bonuses shall be granted;  to determine the number of shares
to be covered by each Option or Bonus; to determine Fair Market Value per share;
to interpret  the Plan; to  prescribe,  amend and rescind rules and  regulations
relating  to the Plan;  to  determine  the terms and  provisions  of the  Option
agreements (which need not be identical) entered into in connection with Options
granted under the Plan; and to make all other determinations deemed necessary or
advisable for the  administration of the Plan. The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as it
may deem  advisable,  and the  Committee or any person to whom it has  delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan.

                  (b)   Options  and  Bonuses  granted  under the Plan  shall be
evidenced by duly adopted  resolutions of the Committee  included in the minutes
of the meeting at which they are adopted or in a unanimous written consent.

                  (c)   The Committee  shall endeavor to administer the Plan and
grant  Options and Bonuses  hereunder  in a manner that is  compatible  with the
obligations of persons subject to Section 16 of the U.S. Securities Exchange Act
of 1934 (the "1934 Act"),  although compliance with Section 16 is the obligation
of the Recipient, not the Corporation.  Neither the Committee, the Board nor the
Corporation  can assume any legal  responsibility  for a Recipient's  compliance
with his obligations under Section 16 of the 1934 Act.


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                  (d)   No member of the  Committee or the Board shall be liable
for any action  taken or  determination  made in good faith with  respect to the
Plan or any Option or Bonus granted hereunder.

            4.    Eligibility.

                  (a)   Subject to certain  limitations  hereinafter  set forth,
Options  and  Bonuses  may be  granted to  employees  (including  officers)  and
consultants  to  and  directors  (whether  or not  they  are  employees)  of the
Corporation or its present or future divisions,  affiliates and subsidiaries. In
determining  the  persons to whom  Options or Bonuses  shall be granted  and the
number of shares to be covered by each Option or Bonus, the Committee shall take
into account the duties of the respective  persons,  their present and potential
contributions to the success of the  Corporation,  and such other factors as the
Committee shall deem relevant to accomplish the purposes of the Plan.

                  (b)   A Recipient  shall be eligible to receive  more than one
grant of an  Option  or Bonus  during  the term of the  Plan,  on the  terms and
subject to the restrictions herein set forth.

            5.    Stock Reserved.

                  (a)   The stock subject to Options or Bonuses  hereunder shall
be shares of Common Stock.  Such shares,  in whole or in part, may be authorized
but unissued  shares or shares that shall have been or that may be reacquired by
the  Corporation.  The  aggregate  number of shares of Common  Stock as to which
Options and  Bonuses  may be granted  from time to time under the Plan shall not
exceed 900,000, subject to adjustment as provided in Section 8(i) hereof.

                  (b)   If any Option  outstanding under the Plan for any reason
expires or is terminated  without having been exercised in full, or if any Bonus
granted is  forfeited  because of vesting or other  restrictions  imposed at the
time of grant,  the shares of Common Stock allocable to the unexercised  portion
of such Option or the forfeited  portion of the Bonus shall become available for
subsequent grants of Options and Bonuses under the Plan.

            6.    Incentive Stock Options.

                  (a)   Options granted  pursuant to this Section 6 are intended
to  constitute  Incentive  Stock  Options and shall be subject to the  following
special terms and  conditions,  in addition to the general terms and  conditions
specified  in  Section 8 hereof.  Only  employees  of the  Corporation  shall be
entitled to receive Incentive Stock Options.

                  (b)   The aggregate  Fair Market Value  (determined  as of the
date the  Incentive  Stock Option is granted) of the shares of Common Stock with
respect to which  Incentive  Stock Options granted under this and any other plan
of  the  Corporation  or  any  parent  or  subsidiary  of  the  Corporation  are
exercisable  for the first time by a Recipient  during any calendar year may not
exceed the amount set forth in Section 422(d) of the Internal Revenue Code.


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                  (c)   Incentive  Stock  Options  granted  under  this Plan are
intended to satisfy all  requirements  for incentive stock options under Section
422 of the  Internal  Revenue  Code  and the  Treasury  Regulations  promulgated
thereunder and,  notwithstanding  any other provision of this Plan, the Plan and
all  Incentive  Stock Options  granted  under it shall be so construed,  and all
contrary  provisions  shall be so limited in scope and effect and, to the extent
they cannot be so limited, they shall be void.

            7.    Non-qualified Stock Options.  Options granted pursuant to this
Section 7 are intended to  constitute  Non-qualified  Stock Options and shall be
subject only to the general terms and conditions specified in Section 8 hereof.

            8.    Terms and Conditions of Options.  Each Option granted pursuant
to the Plan  shall be  evidenced  by a  written  Option  agreement  between  the
Corporation and the Recipient,  which agreement  shall be  substantially  in the
form of Exhibit A hereto as modified  from time to time by the  Committee in its
discretion,  and which shall comply with and be subject to the  following  terms
and conditions:

                  (a)   Number of Shares.  Each Option agreement shall state the
number of shares of Common Stock covered by the Option.

                  (b)   Type of Option. Each Option Agreement shall specifically
identify the portion, if any, of the Option which constitutes an Incentive Stock
Option and the portion, if any, which constitutes a Non-qualified Stock Option.

                  (c)   Option  Price.  Subject to  adjustment  as  provided  in
Section 8 (i) hereof,  each Option agreement shall state the Option Price, which
shall be determined by the Committee subject only to the following restrictions:

                        (1)   Each  Option  Agreement  shall  state  the  Option
Price,  which  (except as  otherwise  set forth in  paragraphs  8(c)(2)  and (3)
hereof)  shall not be less than 100% of the Fair  Market  Value per share on the
date of grant of the Option.

                        (2)   Any Incentive  Stock Option granted under the Plan
to a person owning more than ten percent of the total  combined  voting power of
the  Common  Stock  shall be at a price of no less than 110% of the Fair  Market
Value per share on the date of grant of the Incentive Stock Option.

                        (3)   Any  Non-qualified  Stock Option granted under the
Plan shall be at a price determined and specified by the Board,  which price may
be an amount less than the Fair  Market  Value per share on the date of grant of
the Non-qualified Stock Option.

                        (4)   The  date  on  which   the   Committee   adopts  a
resolution  expressly  granting an Option shall be  considered  the day on which
such option is granted, unless a future date is specified in the resolution.


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                  (d)   Term of Option.  Each Option  agreement  shall state the
period during and times at which the Option shall be exercisable,  in accordance
with the following limitations:

                        (1)   The  date  on  which   the   Committee   adopts  a
resolution  expressly  granting an Option shall be  considered  the day on which
such Option is granted,  unless a future date is  specified  in the  resolution,
although any such grant shall not be effective  until the Recipient has executed
an Option agreement with respect to such Option.

                        (2)   The exercise period of any Option shall not exceed
ten years from the date of grant of the Option.

                        (3)   Incentive Stock Options granted to a person owning
more than ten percent of the total combined  voting power of the Common Stock of
the Corporation shall be for no more than five years.

                        (4)   The   Committee   shall  have  the   authority  to
accelerate or extend the  exercisability of any outstanding  Option at such time
and under such  circumstances as it, in its sole discretion,  deems appropriate.
In any event,  no exercise period may be so extended to increase the term of the
Option beyond ten years from the date of the grant.

                        (5)   The  exercise  period  shall be subject to earlier
termination  as provided in Sections  8(f) and 8(g)  hereof,  and,  furthermore,
shall be terminated  upon  surrender of the Option by the holder thereof if such
surrender has been authorized in advance by the Committee.

                  (e)   Method of Exercise and Medium and Time of Payment.

                        (1)   An Option may be  exercised as to any or all whole
shares of Common Stock as to which it then is  exercisable,  provided,  however,
that no Option may be  exercised  as to less than 100 shares (or such  number of
shares as to which the Option is then  exercisable  if such  number of shares is
less than 100).

                        (2)   Each  exercise  of an  Option  granted  hereunder,
whether  in  whole or in  part,  shall be  effected  by  written  notice  to the
Secretary of the  Corporation  designating  the number of shares as to which the
Option is being  exercised,  and shall be  accompanied by payment in full of the
Option Price for the number of shares so  designated,  together with any written
statements  required by, or deemed by the Corporation's  counsel to be advisable
pursuant to, any applicable securities laws.

                        (3)   The  Option  Price  shall be paid in  cash,  or in
shares of Common Stock having a Fair Market Value equal to such Option Price, or
in property or in a combination  of cash,  shares and property  and,  subject to
approval  of the  Committee,  may be  effected  in whole or in part  with  funds
received from the  Corporation  at the time of exercise as a  compensatory  cash
payment.


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                        (4)   The  Committee  shall  have the sole and  absolute
discretion to determine  whether or not property other than cash or Common Stock
may be used to  purchase  the shares of Common  Stock  hereunder  and, if so, to
determine the value of the property received.

                        (5)   The  Recipient   shall  make   provision  for  the
withholding of taxes as required by Section 10 hereof.

                  (f)   Termination.

                        (1)   Unless otherwise  provided in the Option Agreement
by and between the Corporation and the Recipient,  if the Recipient ceases to be
an employee,  officer,  director or consultant of the Corporation (other than by
reason of death,  Disability or retirement),  all Options theretofore granted to
such  Recipient  but not  theretofore  exercised  shall  terminate  three months
following the date the Recipient ceased to be an employee,  officer, director or
consultant of the Corporation,  and shall terminate upon the date of termination
of employment or other relationship if discharged for cause.

                        (2)   Nothing  in the  Plan or in any  Option  or  Bonus
granted  hereunder  shall confer upon an individual any right to continue in the
employ of or other  relationship  with the  Corporation  or interfere in any way
with  the  right  of the  Corporation  to  terminate  such  employment  or other
relationship between the individual and the Corporation.

                  (g)   Death,  Disability or  Retirement  of Recipient.  Unless
otherwise  provided in the Option  Agreement by and between the  Corporation and
the Recipient, if a Recipient shall die while an employee,  officer, director or
consultant of the  Corporation,  or within ninety days after the  termination of
such  Recipient  as an employee,  officer,  director or  consultant,  other than
termination for cause, or if the Recipient's  relationship  with the Corporation
shall terminate by reason of Disability or retirement,  all Options  theretofore
granted to such Recipient (whether or not otherwise  exercisable) unless earlier
terminated in accordance with their terms,  may be exercised by the Recipient or
by the Recipient's estate or by a person who acquired the right to exercise such
Options  by  bequest  or  inheritance  or  otherwise  by  reason of the death or
Disability  of the  Recipient,  at any time  within  one year  after the date of
death, Disability or retirement of the Recipient; provided, however, that in the
case of Incentive  Stock Options such one-year  period shall be limited to three
months in the case of retirement.

                  (h)   Transferability Restriction.

                        (1)   Options  granted  under  the  Plan  shall  not  be
transferable  other than by will or by the laws of descent and  distribution  or
pursuant  to a qualified  domestic  relations  order as defined by the  Internal
Revenue Code or Title I of the Employee  Retirement Income Security Act of 1974,
or the rules  thereunder.  Options may be  exercised  during the lifetime of the
Recipient only by the Recipient and thereafter only by his legal representative.


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                        (2)   Any   attempted    sale,    pledge,    assignment,
hypothecation  or other transfer of an Option contrary to the provisions  hereof
and/or the levy of any execution,  attachment or similar process upon an Option,
shall be null and  void and  without  force or  effect  and  shall  result  in a
termination of the Option.

                        (3)   (A) As a condition  to the  transfer of any shares
of Common Stock issued upon exercise of an Option  granted under this Plan,  the
Corporation may require an opinion of counsel,  satisfactory to the Corporation,
to the effect that such transfer will not be in violation of the U.S. Securities
Act of 1933, as amended (the "1933 Act") or any other applicable securities laws
or that such transfer has been registered under federal and all applicable state
securities  laws. (B) Further,  the  Corporation  shall be authorized to refrain
from  delivering or  transferring  shares of Common Stock issued under this Plan
until the Committee  determines  that such delivery or transfer will not violate
applicable securities laws and the Recipient has tendered to the Corporation any
federal,  state or local tax owed by the Recipient as a result of exercising the
Option  or  disposing  of any  Common  Stock  when the  Corporation  has a legal
liability  to  satisfy  such tax.  (C) The  Corporation  shall not be liable for
damages due to delay in the  delivery or issuance of any stock  certificate  for
any reason whatsoever,  including, but not limited to, a delay caused by listing
requirements of any securities  exchange or any registration  requirements under
the 1933 Act, the 1934 Act, or under any other state, federal or provincial law,
rule or  regulation.  (D) The  Corporation  is under no  obligation  to take any
action or incur any  expense in order to  register  or qualify  the  delivery or
transfer  of shares of  Common  Stock  under  applicable  securities  laws or to
perfect any exemption from such registration or qualification.  (E) Furthermore,
the  Corporation  will not be liable to any  Recipient for failure to deliver or
transfer  shares of Common Stock if such failure is based upon the provisions of
this paragraph.

                  (i)   Effect of Certain Changes.

                        (1)   If there is any  change in the number of shares of
outstanding Common Stock through the declaration of stock dividends,  or through
a  recapitalization  resulting in stock splits or  combinations  or exchanges of
such shares,  the number of shares of Common Stock available for Options and the
number of such shares covered by outstanding Options, and the exercise price per
share of the  outstanding  Options,  shall be  proportionately  adjusted  by the
Committee to reflect any increase or decrease in the number of issued  shares of
Common Stock; provided,  however, that any fractional shares resulting from such
adjustment shall be eliminated.

                        (2)   In  the  event  of  the  proposed  dissolution  or
liquidation  of  the  Corporation,  or any  corporate  separation  or  division,
including,  but not limited to, split-up,  split-off or spin-off, or a merger or
consolidation  of the Corporation  with another  corporation,  the Committee may
provide that the holder of each Option then exercisable  shall have the right to
exercise such Option (at its then current  Option Price) solely for the kind and
amount  of  shares  of  stock  and  other  securities,  property,  cash  or  any
combination  thereof  receivable upon such dissolution,  liquidation,  corporate
separation or division,  or merger or consolidation by a holder of the number of
shares  of Common  Stock  for  which  such  Option  might  have  been  exercised
immediately  prior to such  dissolution,  liquidation,  corporate  separation or
division,  or merger or consolidation;  or, in the alternative the Committee may
provide  that each Option  granted  under the Plan shall  terminate as of a date
fixed by the Committee;  provided,  however, that not less than 30 days' written
notice of the date so fixed shall be given to each Recipient, who shall have the
right, during the period of 30 days preceding such termination,  to exercise the
Option  as to all or any part of the  shares of Common  Stock  covered  thereby,
including shares as to which such Option would not otherwise be exercisable.


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                        (3)   Paragraph 2 of this  Section 8 (i) shall not apply
to a  merger  or  consolidation  in  which  the  Corporation  is  the  surviving
corporation  and shares of Common Stock are not converted  into or exchanged for
stock,  securities of any other  corporation,  cash or any other thing of value.
Notwithstanding the preceding  sentence,  in case of any consolidation or merger
of another  corporation  into the  Corporation  in which the  Corporation is the
surviving  corporation  and in  which  there  is a  reclassification  or  change
(including  a change  to the right to  receive  cash or other  property)  of the
shares of Common Stock (excluding a change in par value, or from no par value to
par  value,  or any  change as a result of a  subdivision  or  combination,  but
including  any  change  in such  shares  into two or more  classes  or series of
shares),  the  Committee  may  provide  that  the  holder  of each  Option  then
exercisable shall have the right to exercise such Option solely for the kind and
amount  of shares of stock  and  other  securities  (including  those of any new
direct or indirect parent of the Corporation), property, cash or any combination
thereof receivable upon such reclassification,  change,  consolidation or merger
by the  holder of the  number of shares of Common  Stock for which  such  Option
might have been exercised.

                        (4)   In the  event of a change in the  Common  Stock of
the Corporation as presently  constituted  into the same number of shares with a
different par value,  the shares  resulting from any such change shall be deemed
to be the Common Stock of the Corporation within the meaning of the Plan.

                        (5)   To  the  extent  that  the  foregoing  adjustments
relate to stock or securities of the Corporation, such adjustments shall be made
by the Committee,  whose  determination in that respect shall be final,  binding
and conclusive,  provided that each Incentive  Stock Option granted  pursuant to
this Plan shall not be  adjusted  in a manner that causes such option to fail to
continue to qualify as an Incentive  Stock Option  within the meaning of Section
422 of the Internal Revenue Code.

                        (6)   Except as expressly provided in this Section 8(i),
the Recipient shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class,  or the  payment of any stock  dividend  or any
other increase or decrease in the number of shares of stock of any class,  or by
reason of any dissolution,  liquidation, merger, or consolidation or spin-off of
assets or stock of  another  corporation;  and any issue by the  Corporation  of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall not affect,  and no adjustment by reason thereof shall be made
with  respect  to, the number or price of shares of Common  Stock  subject to an
Option.  The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the  Corporation to make  adjustments,  reclassifications,
reorganizations or changes of its capital or business structures, or to merge or
consolidate,  or to dissolve,  liquidate, or sell or transfer all or any part of
its business or assets.


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                  (j)   No Rights as Shareholder - Non-Distributive Intent.

                        (1)   Neither  a   Recipient   of  an  Option  nor  such
Recipient's legal representative,  heir, legatee or distributee, shall be deemed
to be the  holder  of, or to have any rights of a holder  with  respect  to, any
shares subject to such Option until after the Option is exercised and the shares
are issued.

                        (2)   No   adjustment   shall  be  made  for   dividends
(ordinary or  extraordinary,  whether in cash,  securities or other property) or
distributions  or other  rights for which the  record  date is prior to the date
such stock certificate is issued, except as provided in Section 8(i) hereof.

                        (3)   Upon exercise of an Option at a time when there is
no  registration  statement  in effect under the 1933 Act relating to the shares
issuable  upon  exercise,  shares  may be  issued to the  Recipient  only if the
Recipient  represents and warrants in writing to the Corporation that the shares
purchased  are  being  acquired  for  investment  and  not  with a  view  to the
distribution thereof and provides the Corporation with sufficient information to
establish an exemption  from the  registration  requirements  of the 1933 Act. A
form of subscription agreement containing  representations and warranties deemed
sufficient as of the date of adoption of this Plan is attached hereto as Exhibit
B.

                        (4)   No shares  shall be issued upon the exercise of an
Option  unless  and  until  there  shall  have  been  compliance  with  any then
applicable  requirements of the U.S.  Securities and Exchange  Commission or any
other regulatory agencies having jurisdiction over the Corporation.

                  (k)   Other Provisions. Option Agreements authorized under the
Plan may contain such other provisions,  including,  without limitation, (i) the
imposition  of  restrictions  upon  the  exercise,  and  (ii) in the  case of an
Incentive  Stock Option,  the inclusion of any condition not  inconsistent  with
such Option qualifying as an Incentive Stock Option, as the Committee shall deem
advisable.

            9.    Grant of Stock  Bonuses.  In  addition  to, or in lieu of, the
grant of an Option, the Committee may grant Bonuses.

                  (a)   At the  time of  grant of a  Bonus,  the  Committee  may
impose a vesting period of up to ten years, and such other restrictions which it
deems  appropriate.  Unless  otherwise  directed by the Committee at the time of
grant  of a Bonus,  the  Recipient  shall be  considered  a  shareholder  of the
Corporation  as to the Bonus shares which have vested in the grantee at any time
regardless of any forfeiture provisions which have not yet arisen.

                  (b)   The grant of a Bonus and the  issuance  and  delivery of
shares of Common  Stock  pursuant  thereto  shall be subject to  approval by the
Corporation's  counsel of all legal matters in connection  therewith,  including
compliance with the requirements of the 1933 Act, the 1934 Act, other applicable
securities  laws,  rules  and  regulations,  and the  requirements  of any stock
exchanges  upon which the Common  Stock  then may be  listed.  Any  certificates
prepared to evidence  Common Stock  issued  pursuant to a Bonus grant shall bear
legends as the Corporation's  counsel may seem necessary or advisable.  Included
among the foregoing  requirements,  but without  limitation,  any Recipient of a
Bonus at a time when a registration  statement relating thereto is not effective
under the 1933 Act shall execute a Subscription  Agreement  substantially in the
form of Exhibit B.


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            10.   Agreement  by  Recipient  Regarding  Withholding  Taxes.  Each
Recipient  agrees that the  Corporation,  to the extent permitted or required by
law,  shall  deduct a  sufficient  number of shares  due to the  Recipient  upon
exercise of the Option or the grant of a Bonus to allow the  Corporation  to pay
federal,  provincial,  state and local  taxes of any kind  required by law to be
withheld  upon the  exercise  of such  Option or  payment of such Bonus from any
payment of any kind otherwise due to the Recipient. The Corporation shall not be
obligated  to advise any  Recipient  of the  existence  of any tax or the amount
which the Corporation will be so required to withhold.

            11.   Term of Plan.  Options and  Bonuses may be granted  under this
Plan  from time to time  within a period of ten years  from the date the Plan is
adopted by the Board.

            12.   Amendment and Termination of the Plan.

                  (a)   (1)   Subject to the policies,  rules and regulations of
any lawful authority having jurisdiction  (including any exchange with which the
shares of the Corporation are listed for trading), the Board of Directors may at
any time,  without  further  action by the  shareholders,  amend the Plan or any
Option  granted  hereunder in such  respects as it may consider  advisable  and,
without  limiting the generality of the  foregoing,  it may do so to ensure that
Options  granted  hereunder  will comply with any  provisions  respecting  stock
options in the income tax and other laws in force in any country or jurisdiction
of which any Option  holders may from time to time be a resident or citizen,  or
it may at any time without action by shareholders terminate the Plan.

                        (2)   provided,  however, that any amendment that would:
(A)  materially  increase the number of  securities  issuable  under the Plan to
persons  who are  subject  to  Section  16(a)  of the  1934  Act;  or (B)  grant
eligibility  to a class of persons who are subject to Section  16(a) of the 1934
Act and are not included within the terms of the Plan prior to the amendment; or
(C)  materially  increase  the  benefits  accruing to persons who are subject to
Section  16(a)  of the 1934 Act  under  the  Plan;  or (D)  require  shareholder
approval under  applicable  state law, the rules and regulations of any national
securities  exchange on which the  Corporation's  securities then may be listed,
the Internal  Revenue Code or any other  applicable law, shall be subject to the
approval  of the  shareholders  of the  Corporation  as  provided  in Section 13
hereof.

                        (3)   provided   further  that  any  such   increase  or
modification that may result from adjustments  authorized by Section 8(i) hereof
or which are required  for  compliance  with the 1934 Act, the Internal  Revenue
Code, the Employee  Retirement Income Security Act of 1974, their rules or other
laws or judicial order, shall not require such approval of the shareholders.

                  (b)   Except as provided in Section 8 hereof,  no  suspension,
termination,  modification  or  amendment of the Plan may  adversely  affect any
Option  previously  granted,  unless the  written  consent of the  Recipient  is
obtained.


                                       10
<PAGE>

            13.   Approval of Shareholders.  The Plan shall take effect upon its
adoption by the Board but shall be subject to approval at a duly called and held
meeting  of  stockholders   in  conformance   with  the  vote  required  by  the
Corporation's governing documents, resolution of the Board, any other applicable
law and the rules and  regulations  thereunder,  or the rules and regulations of
any national  securities  exchange upon which the Corporation's  Common Stock is
listed and traded, each to the extent applicable.

            14.   Termination of Right of Action.  Every right of action arising
out of or in connection  with the Plan by or on behalf of the Corporation or any
of its  subsidiaries,  or by any  shareholder  of the  Corporation or any of its
subsidiaries against any past, present or future member of the Board, or against
any  employee,  or  by  an  employee  (past,  present  or  future)  against  the
Corporation or any of its subsidiaries, will, irrespective of the place where an
action may be brought and  irrespective  of the place of  residence  of any such
shareholder,  director or  employee,  cease and be barred by the  expiration  of
three  years from the date of the act or omission in respect of which such right
of action is alleged to have risen.

            15.   Tax Litigation.  The Corporation shall have the right, but not
the  obligation,  to  contest,  at its  expense,  any tax  ruling  or  decision,
administrative or judicial,  on any issue which is related to the Plan and which
the Board  believes to be important to holders of Options  issued under the Plan
and to conduct any such contest or any litigation  arising  therefrom to a final
decision.

            16.   Adoption.

                  (a)   This Plan was  approved  by  resolution  of the Board of
Directors of the Corporation on October 12, 2004.

                  (b)   If this Plan is not approved by the  shareholders of the
Corporation  within 12 months of the date the Plan was  approved by the Board as
required by Section  422(b)(1) of the Internal  Revenue Code,  this Plan and any
Options granted hereunder to Recipients shall be and remain  effective,  but the
reference to  Incentive  Stock  Options  herein shall be deleted and all Options
granted  hereunder shall be  Non-qualified  Stock Options  pursuant to Section 7
hereof.

                                  [End of Plan]


                                       11
<PAGE>

                                                                       Exhibit A

                         FORM OF STOCK OPTION AGREEMENT

      STOCK OPTION AGREEMENT made as of this ___ day of ____________, ______, by
and  between   Uranium   Power   Corporation,   a  Colorado   corporation   (the
"Corporation"),    and    ________________    __________________________    (the
"Recipient").

      In accordance with the Corporation's  2004 Stock Option Plan (the "Plan"),
the provisions of which are  incorporated  herein by reference,  the Corporation
desires,  in  connection  with the  services  of the  Recipient,  to provide the
Recipient with an opportunity to acquire shares of the  Corporation's  $.001 par
value common stock ("Common  Stock") on favorable terms and thereby increase the
Recipient's  proprietary  interest in the Corporation and incentive to put forth
maximum efforts for the success of the business of the Corporation.  Capitalized
terms used but not defined herein are used as defined in the Plan.

      NOW,  THEREFORE,  in  consideration  of the premises and mutual  covenants
herein set forth and other good and valuable consideration,  the Corporation and
the Recipient agree as follows:

      1.    Confirmation of Grant of Option.  Pursuant to a determination of the
Committee  or, in the absence of a  Committee,  by the Board of Directors of the
Corporation made on ___________,  _____ (the "Date of Grant"),  the Corporation,
subject  to the  terms  of the  Plan and of this  Agreement,  confirms  that the
Recipient  has been  irrevocably  granted  on the Date of Grant,  as a matter of
separate inducement and agreement,  and in addition to and not in lieu of salary
or other compensation for services, a Stock Option (the "Option") exercisable to
purchase  an  aggregate  of  ______  shares  of  Common  Stock on the  terms and
conditions  herein set forth,  subject to  adjustment as provided in Paragraph 8
hereof.

      2.    Option Price.  The Option Price of shares of Common Stock covered by
the Option will be $_____ per share (the "Option  Price")  subject to adjustment
as provided in Paragraph 8 hereof.

      3.    Vesting and  Exercise of Option.  (a) Except as  otherwise  provided
herein  or in  Section  8 of  the  Plan,  the  Option  [SHALL  VEST  AND  BECOME
EXERCISABLE AS FOLLOWS:  (INSERT VESTING SCHEDULE),  PROVIDED,  HOWEVER, THAT NO
OPTION SHALL VEST OR BECOME  EXERCISABLE  UNLESS THE RECIPIENT IS AN EMPLOYEE OF
THE  CORPORATION ON SUCH VESTING DATE/OR MAY BE EXERCISED IN WHOLE OR IN PART AT
ANY TIME DURING THE TERM OF THE  OPTION.] (b) The Option may not be exercised at
any one time as to fewer than 100  shares (or such  number of shares as to which
the Option is then  exercisable  if such number of shares is less than 100). (c)
The  Option  may  be  exercised  by  written  notice  to  the  Secretary  of the
Corporation  accompanied  by payment in full of the Option  Price as provided in
Section 8 of the Plan.
<PAGE>

      4.    Term of Option.  The term of the Option will be through  __________,
____,  subject  to earlier  termination  or  cancellation  as  provided  in this
Agreement. The holder of the Option will not have any rights to dividends or any
other rights of a shareholder with respect to any shares of Common Stock subject
to the Option  until such  shares  shall have been issued (as  evidenced  by the
appropriate  transfer  agent of the  Corporation)  upon  purchase of such shares
through exercise of the Option.

      5.    Transferability   Restriction.  The  Option  may  not  be  assigned,
transferred  or  otherwise  disposed of, or pledged or  hypothecated  in any way
(whether by  operation of law or  otherwise)  except in strict  compliance  with
Section 8 of the Plan. Any assignment,  transfer, pledge, hypothecation or other
disposition  of the  Option  or any  attempt  to make  any  levy  of  execution,
attachment or other process will cause the Option to terminate  immediately upon
the happening of any such event; provided, however, that any such termination of
the Option  under the  provisions  of this  Paragraph 5 will not  prejudice  any
rights or  remedies  which the  Corporation  may have  under this  Agreement  or
otherwise.

      6.    Exercise Upon Termination.  The Recipient's  rights to exercise this
Option upon  termination  of  employment  or cessation of service as an officer,
director or consultant shall be as set forth in Section 8(f) of the Plan.

      7.    Death, Disability or Retirement of Recipient.  The exercisability of
this Option upon the death,  Disability or retirement of the Recipient  shall be
as set forth in Section 8(g) of the Plan.

      8.    Adjustments.  The Option  shall be subject  to  adjustment  upon the
occurrence of certain events as set forth in Section 8(i) of the Plan.

      9.    No  Registration  Obligation.  The  Recipient  understands  that the
Option is not  registered  under the 1933 Act and,  unless by  separate  written
agreement, the Corporation has no obligation to so register the Option or any of
the shares of Common  Stock  subject to and  issuable  upon the  exercise of the
Option, although it may from time to time register under the 1933 Act the shares
issuable upon exercise of Options  granted  pursuant to the Plan.  The Recipient
represents that the Option is being acquired for the Recipient's own account and
that unless registered by the Corporation,  the shares of Common Stock issued on
exercise of the Option will be acquired by the  Recipient  for  investment.  The
Recipient  understands that the Option is, and the underlying securities may be,
issued to the  Recipient  in reliance  upon  exemptions  from the 1933 Act,  and
acknowledges  and  agrees  that all  certificates  for the  shares  issued  upon
exercise  of the Option may bear the  following  legend  unless  such shares are
registered under the 1933 Act prior to their issuance:

            The shares represented by this Certificate have not been
            registered  under the  Securities Act of 1933 (the "1933
            Act"),  and are "restricted  securities" as that term is
            defined  in Rule 144 under the 1933 Act.  The shares may
            not be offered for sale,  sold or otherwise  transferred
            except pursuant to an effective  registration  statement
            under  the 1933 Act or  pursuant  to an  exemption  from
            registration  under the 1933 Act,  the  availability  of
            which is to be  established to the  satisfaction  of the
            Company.


                                       2
<PAGE>

      The  Recipient  further  understands  and  agrees  that the  Option may be
exercised  only if at the  time of  such  exercise  the  underlying  shares  are
registered  and/or the Recipient and the  Corporation  are able to establish the
existence of an exemption  from  registration  under the 1933 Act and applicable
state or other laws.

      10.   Notices.  Each notice  relating to this Agreement will be in writing
and delivered in person or by certified mail to the proper  address.  Notices to
the  Corporation  shall be addressed  to the  Corporation,  attention:  Thornton
Donaldson,  President,  at such  address  as may  constitute  the  Corporation's
principal  place of business at the time,  with a copy to: Theresa M. Mehringer,
Esq.,  Burns,  Figa & Will,  P.C.,  6400 S. Fiddlers  Green Circle,  Suite 1030,
Englewood,  Colorado 80111.  Notices to the Recipient or other person or persons
then entitled to exercise the Option shall be addressed to the Recipient or such
other person or persons at the Recipient's  address below  specified.  Anyone to
whom a notice may be given under this  Agreement  may designate a new address by
notice to that effect given pursuant to this Paragraph 10.

      11.   Approval of Counsel. The exercise of the Option and the issuance and
delivery of shares of Common Stock pursuant thereto shall be subject to approval
by the  Corporation's  counsel  of all legal  matters in  connection  therewith,
including  compliance  with the  requirements  of the 1933 Act,  the  Securities
Exchange Act of 1934, as amended,  applicable  state and other  securities laws,
the rules and  regulations  thereunder,  and the  requirements  of any  national
securities exchange(s) upon which the Common Stock then may be listed.

      12.   Benefits of Agreement.  This  Agreement will inure to the benefit of
and be  binding  upon  each  successor  and  assignee  of the  Corporation.  All
obligations imposed upon the Recipient and all rights granted to the Corporation
under  this  Agreement  will  be  binding  upon  the  Recipient's  heirs,  legal
representatives and successors.

      13.   Effect of Governmental  and Other  Regulations.  The exercise of the
Option and the  Corporation's  obligation  to sell and  deliver  shares upon the
exercise  of the Option are  subject to all  applicable  federal and state laws,
rules and  regulations,  and to such approvals by any regulatory or governmental
agency which may, in the opinion of counsel for the Corporation, be required.

      14.   Plan  Governs.  In the event that any  provision  in this  Agreement
conflicts with a provision in the Plan, the provision of the Plan shall govern.


                                       3
<PAGE>

      Executed in the name and on behalf of the  Corporation  by one of its duly
authorized officers and by the Recipient all as of the date first above written.

                                             URANIUM POWER CORPORATION


Date ______________, _______                 By:________________________________
                                                Thornton Donaldson, President

      The  undersigned  Recipient  has read and  understands  the  terms of this
Option Agreement and the attached Plan and hereby agrees to comply therewith.

Date ______________, _______                 ___________________________________
                                             Signature of Recipient


                                             Tax ID Number:_____________________

                                             Address:___________________________
                                             ___________________________________


                                       4
<PAGE>

                                                                       Exhibit B

                             SUBSCRIPTION AGREEMENT

THE SECURITIES  BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED UNDER
THE  U.S.  SECURITIES  ACT OF 1933 OR ANY  OTHER  LAWS  AND  ARE  OFFERED  UNDER
EXEMPTIONS  FROM THE  REGISTRATION  PROVISIONS  OF SUCH LAWS.  THESE  SECURITIES
CANNOT  BE SOLD,  TRANSFERRED,  ASSIGNED  OR  OTHERWISE  DISPOSED  OF  EXCEPT IN
COMPLIANCE  WITH  THE   RESTRICTIONS   ON  TRANSFER   CONTAINED  IN  THIS  STOCK
SUBSCRIPTION AGREEMENT AND APPLICABLE SECURITIES LAWS.

      This Subscription  Agreement is entered for the purpose of the undersigned
acquiring  _____________  shares  of the  $.001  par  value  common  stock  (the
"Securities")  of  Uranium  Power  Corporation,   a  Colorado  corporation  (the
"Corporation")  from the  Corporation  as a Bonus or  pursuant to exercise of an
Option  granted  pursuant  to the  Corporation's  2004  Stock  Option  Plan (the
"Plan").  All capitalized terms not otherwise defined herein shall be as defined
in the Plan.

      It is understood that no grant of any Bonus or exercise of any Option at a
time when no registration statement relating thereto is effective under the U.S.
Securities  Act of 1933, as amended (the "1933 Act") can be completed  until the
undersigned  executes  this  Subscription  Agreement  and  delivers  it  to  the
Corporation,  and that such grant or exercise is  effective  only in  accordance
with the terms of the Plan and this Subscription Agreement.

      In connection with the  undersigned's  acquisition of the Securities,  the
undersigned represents and warrants to the Corporation as follows:

      1.    The  undersigned  has been provided with, and has reviewed the Plan,
and  such  other  information  as the  undersigned  may  have  requested  of the
Corporation  regarding  its  business,  operations,  management,  and  financial
condition (all of which is referred to herein as the "Available Information").

      2.    The  Corporation  has given the  undersigned  the opportunity to ask
questions of and to receive  answers from  persons  acting on the  Corporation's
behalf  concerning  the  terms  and  conditions  of  this  transaction  and  the
opportunity to obtain any additional information regarding the Corporation,  its
business and  financial  condition  or to verify the  accuracy of the  Available
Information which the Corporation  possesses or can acquire without unreasonable
effort or expense.

      3.    The  Securities  are  being  acquired  by the  undersigned  for  the
undersigned's own account and not on behalf of any other person or entity.
<PAGE>

      4.    The  undersigned  understands  that the  Securities  being  acquired
hereby  have not been  registered  under  the 1933 Act or any  state or  foreign
securities laws, and are, and unless  registered will continue to be, restricted
securities  within the meaning of Rule 144 of the General Rules and  Regulations
under the 1933 Act and  other  statutes,  and the  undersigned  consents  to the
placement of appropriate  restrictive legends on any certificates evidencing the
Securities and any certificates  issued in replacement or exchange  therefor and
acknowledges  that the Corporation will cause its stock transfer records to note
such restrictions.

      5.    By  the  undersigned's  execution  below,  it  is  acknowledged  and
understood  that the  Corporation is relying upon the accuracy and  completeness
hereof in complying with certain obligations under applicable securities laws.

      6.    This   Agreement   binds   and   inures  to  the   benefit   of  the
representatives,  successors  and permitted  assigns of the  respective  parties
hereto.

      7.    The undersigned  acknowledges  that the grant of any Bonus or Option
and the issuance and delivery of shares of Common Stock  pursuant  thereto shall
be subject to prior approval by the  Corporation's  counsel of all legal matters
in connection therewith,  including compliance with the requirements of the 1933
Act and other applicable securities laws, the rules and regulations  thereunder,
and the  requirements  of any  national  securities  exchange(s)  upon which the
Common Stock then may be listed.

      8.    The  undersigned  acknowledges  and agrees that the  Corporation has
withheld ___________ shares for the payment of taxes as a result of the grant of
the Bonus or the exercise of an Option.

      9.    The Plan is incorporated herein by reference.  In the event that any
provision  in this  Agreement  conflicts  with ANY  provision  in the Plan,  the
provisions of the Plan shall govern.


Date: ______________, ______                 ___________________________________
                                             Signature of Recipient

                                             Tax ID Number:_____________________

                                             Address:___________________________
                                             ___________________________________


                                       2