Exhibit 10.3   Amended 2004 Employee Stock Award Plan


                    Aztec Communications Group, Inc.
                   2004 DIRECTORS, OFFICERS AND CONSULTANTS
               STOCK OPTION, STOCK WARRANT AND STOCK AWARD PLAN

SECTION 1.  PURPOSE OF THE PLAN.  The purpose of the 2004 Directors, Officers
and Consultants Stock Option, Stock Warrant and Stock Award Plan ("Plan") is
to maintain the ability of Aztec Communications Group, Inc., a Nevada
corporation (the "Company") and its subsidiaries to attract and retain
highly qualified and experienced directors, employees and consultants and to
give such directors, employees and consultants a continued proprietary
interest in the success of the Company and its subsidiaries.  In addition
the Plan is intended to encourage ownership of common stock, $.001 par
value ("Common Stock"), of the Company by the directors, employees and
consultants of the Company and its Affiliates (as defined below) and to
provide increased incentive for such persons to render services and to
exert maximum effort for the success of the Company's business.  The Plan
provides eligible employees and consultants the opportunity to participate
in the enhancement of shareholder value by the grants of warrants, options,
restricted common or convertible preferred stock, unrestricted common or
convertible preferred stock and other awards under this Plan and to have
their bonuses and/or consulting fees payable in warrants, restricted
common or convertible preferred stock, unrestricted common or convertible
preferred stock and other awards, or any combination thereof.  In addition,
the Company expects that the Plan will further strengthen the
identification of the directors, employees and consultants with the
stockholders.  Certain options and warrants to be granted under this Plan
are intended to qualify as Incentive Stock Options ("ISOs") pursuant to
Section 422 of the Internal Revenue Code of 1986, as amended ("Code"),
while other options and warrants and preferred stock granted under this
Plan will be nonqualified options or warrants which are not intended to
qualify as ISOs ("Nonqualified Options"), either or both as provided in
the agreements evidencing the options or warrants described in Section
5 hereof and shares of preferred stock. As provided in the designation
described in Section 7.  Employees, consultants and directors who
participate or become eligible to participate in this Plan from time to
time are referred to collectively herein as "Participants".  As used in
this Plan, the term "Affiliates" means any "parent corporation" of the
Company and any "subsidiary corporation" of the Company within the
meaning of Code Sections 424(e) and (f), respectively.

SECTION 2.  ADMINISTRATION OF THE PLAN.

(a) Composition of Committee.  The Plan shall be administered by the
Board of Directors of the Company (the "Board").  When acting  in such
capacity the Board is herein referred to as the "Committee," which
shall also designate the Chairman of the Committee.  If the Company
is governed by Rule 16b-3 promulgated by the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of
1934, as amended ("Exchange Act"), no director shall serve as a member
of the Committee unless he or she is a "disinterested person" within
the meaning of such Rule 16b-3.

(b) Committee Action.  The Committee shall hold its meetings at such
times and places as it may determine.  A majority of its members shall
constitute a quorum, and all determinations of the Committee shall be
made by not less than a majority of its members.  Any decision or
determination reduced to writing and signed by a majority of the
members shall be fully as effective as if it had been made by a
majority vote of its members at a meeting duly called and held.  The
Committee may designate the Secretary of the Company or other Company
employees to assist the Committee in the administration of the Plan,
and may grant authority to such persons to execute award agreements
or other documents on behalf of the Committee and the Company.  Any
duly constituted committee of the Board satisfying the qualifications
of this Section 2 may be appointed as the Committee.

(c) Committee Expenses.  All expenses and liabilities incurred by
the Committee in the administration of the Plan shall be borne by the
Company.  The Committee may employ attorneys, consultants, accountants
or other persons.

SECTION 3.  STOCK RESERVED FOR THE PLAN.  Subject to adjustment as
provided in Section 5(d)(xiii) hereof, the aggregate number of shares
that may be optioned, subject to conversion or issued under the Plan
is 15,000,000 shares of Common Stock, warrants, options, preferred
stock or any combination thereof.  The shares subject to the Plan
shall consist of authorized but unissued shares of Common Stock and
such number of shares shall be and is hereby reserved for sale for
such purpose.  Any of such shares which may remain unsold and which
are not subject to issuance upon exercise of outstanding options or
warrants or conversion of outstanding shares of preferred stock at
the termination of the Plan shall cease to be reserved for the
purpose of the Plan, but until termination of the Plan or the
termination of the last of the options or warrants granted under
the Plan, whichever last occurs, the Company shall at all times
reserve a sufficient number of shares to meet the requirements of
the Plan.  Should any option or warrant expire or be cancelled prior
to its exercise in full, the shares theretofore subject to such
option or warrant may again be made subject to an option, warrant
or shares of convertible preferred stock under the Plan.

Immediately upon the grant of any option, warrant, shares of
preferred stock or award, the number of shares of Common Stock that
may be issued or optioned under the Plan will be increased.  The
number of shares of such increase shall be an amount such that
immediately after such increase the total number of shares issuable
under the Plan and reserved for issuance upon exercise of
outstanding options, warrants or conversion of shares of preferred
stock will equal 15% of the total number of issued and outstanding
shares of Common Stock of the Company.  Such increase in the number
of shares subject to the Plan shall occur without the necessity of
any further corporate action of any kind or character.

SECTION 4.  ELIGIBILITY.  The Participants shall include directors,
employees, including officers, of the Company and its divisions and
subsidiaries, and consultants and attorneys who provide bona fide
services to the Company.  Participants are eligible to be granted
warrants, options, restricted common or convertible preferred stock,
unrestricted common or convertible preferred stock and other awards
under this Plan and to have their bonuses and/or consulting fees
payable in warrants, restricted common or convertible preferred
stock, unrestricted common or convertible preferred stock and other
awards.  A Participant who has been granted an option, warrant or
preferred stock hereunder may be granted an additional option,
warrant options, warrants or preferred stock, if the Committee
shall so determine.

SECTION 5.  GRANT OF OPTIONS OR WARRANTS.

(a) Committee Discretion.  The Committee shall have sole and absolute
discretionary authority (i) to determine, authorize, and designate
those persons pursuant to this Plan who are to receive warrants,
options, restricted common or convertible preferred stock, or
unrestricted common or convertible preferred stock under the Plan,
(ii) to determine the number of shares of Common Stock to be covered
by such grant or such options or warrants and the terms thereof,
(iii) to determine the type of Common Stock granted: restricted
common or convertible preferred stock, unrestricted common or
convertible preferred stock or a combination of restricted and
unrestricted common or convertible preferred stock, and (iv) to
determine the type of option or warrant granted: ISO, Nonqualified
Option or a combination of ISO and Nonqualified Options.  The
Committee shall thereupon grant options or warrants in accordance
with such determinations as evidenced by a written option or warrant
agreement.  Subject to the express provisions of the Plan, the
Committee shall have discretionary authority to prescribe, amend
and rescind rules and regulations relating to the Plan, to
interpret the Plan, to prescribe and amend the terms of the option
or warrant agreements (which need not be identical) and to make all
other determinations deemed necessary or advisable for the
administration of the Plan.

(b) Stockholder Approval.  All ISOs granted under this Plan are
subject to, and may not be exercised before, the approval of this
Plan by the stockholders prior to the first anniversary date of
the Board meeting held to approve the Plan, by the affirmative
vote of the holders of a majority of the outstanding shares of
the Company present, or represented by proxy, and entitled to
vote thereat, or by written consent in accordance with the laws
of the State of Nevada, provided that if such approval by the
stockholders of the Company is not forthcoming, all options or
warrants and stock awards previously granted under this Plan other
than ISOs shall be valid in all respects.

(c) Limitation on Incentive Stock Options and Warrants.  The
aggregate fair market value (determined in accordance with
Section 5(d)(ii) of this Plan at the time the option or warrant
is granted) of the Common Stock with respect to which ISOs may
be exercisable for the first time by any Participant during any
calendar year under all such plans of the Company and its Affiliates
shall not exceed $3,000,000.

(d) Terms and Conditions.  Each option or warrant granted under
the Plan shall be evidenced by an agreement, in a form approved
by the Committee, which shall be subject to the following express
terms and conditions and to such other terms and conditions as
the Committee may deem appropriate:

   (i) Option or Warrant Period.  The Committee shall promptly
notify the Participant of the option or warrant grant and a written
agreement shall promptly be executed and delivered by and on
behalf of the Company and the Participant, provided that the
option or warrant grant shall expire if a written agreement is
not signed by said Participant (or his agent or attorney) and
returned to the Company within 60 days from date of receipt by
the Participant of such agreement.  The date of grant shall be
the date the option or warrant is actually granted by the
Committee, even though the written agreement may be executed and
delivered by the Company and the Participant after that date.
Each option or warrant agreement shall specify the period for
which the option or warrant thereunder is granted (which in no
event shall exceed ten years from the date of grant) and shall
provide that the option or warrant shall expire at the end of such
period.  If the original term of an option or warrant is less than
ten years from the date of grant, the option or warrant may be
amended prior to its expiration, with the approval of the
Committee and the Participant, to extend the term so that the
term as amended is not more than ten years from the date of grant.
However, in the case of an ISO granted to an individual who, at
the time of grant, owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the
Company or its Affiliate ("Ten Percent Stockholder"), such period
shall not exceed five years from the date of grant.

   (ii) Option or Warrant Price.  The purchase price of each share
of Common Stock subject to each option or warrant granted pursuant
to the Plan shall be determined by the Committee at the time the
option or warrant is granted and, in the case of ISOs, shall not
be less than 100% of the fair market value of a share of Common
Stock on the date the option or warrant is granted, as determined
by the Committee.  In the case of an ISO granted to a Ten Percent
Stockholder, the option or warrant price shall not be less than
110% of the fair market value of a share of Common Stock on the
date the option or warrant is granted.  The purchase price of
each share of Common Stock subject to a Nonqualified Option or
Warrant under this Plan shall be determined by the Committee
prior to granting the option or warrant.  The Committee shall
set the purchase price for each share subject to a Nonqualified
Option or Warrant at either the fair market value of each share
on the date the option or warrant is granted, or at such other
price as the Committee in its sole discretion shall determine.

At the time a determination of the fair market value of a share
of Common Stock is required to be made hereunder, the determination
of its fair market value shall be made by the Committee in such
manner as it deems appropriate.

   (iii) Exercise Period.  The Committee may provide in the option
or warrant agreement that an option or warrant may be exercised in
whole, immediately, or is to be exercisable in increments.  In
addition, the Committee may provide that the exercise of all or
part of an option or warrant is subject to specified performance
by the Participant.

   (iv) Procedure for Exercise.  Options or warrants shall be
exercised in the manner specified in the option or warrant agreement.
The notice of exercise shall specify the address to which the
certificates for such shares are to be mailed.  A Participant shall
be deemed to be a stockholder with respect to shares covered by an
option or warrant on the date specified in the option or warrant
agreement.  As promptly as practicable, the Company shall deliver to
the Participant or other holder of the warrant, certificates for the
number of shares with respect to which such option or warrant has
been so exercised, issued in the holder's name or such other name
as holder directs; provided, however, that such delivery shall be
deemed effected for all purposes when a stock transfer agent of the
Company shall have deposited such certificates with a carrier for
overnight delivery, addressed to the holder at the address
specified pursuant to this Section 6(d).

   (v) Termination of Employment.  If an executive officer to whom
an option or warrant is granted ceases to be employed by the Company
for any reason other than death or disability, any option or
warrant which is exercisable on the date of such termination of
employment may be exercised during a period beginning on such
date and ending at the time set forth in the option or warrant
agreement; provided, however, that if a Participant's employment
is terminated because of the Participant's theft or embezzlement
from the Company, disclosure of trade secrets of the Company or
the commission of a willful, felonious act while in the employment
of the Company (such reasons shall hereinafter be collectively
referred to as "for cause"), then any option or warrant or
unexercised portion thereof granted to said Participant shall
expire upon such termination of employment.  Notwithstanding the
foregoing, no ISO may be exercised later than three months after
an employee's termination of employment for any reason other than
death or disability.

   (vi) Disability or Death of Participant.  In the event of the
determination of disability or death of a Participant under the
Plan while he or she is employed by the Company, the options or
warrants previously granted to him may be exercised (to the
extent he or she would have been entitled to do so at the date
of the determination of disability or death) at any time and from
time to time, within a period beginning on the date of such
determination of disability or death and ending at the time set
forth in the option or warrant agreement, by the former employee,
The guardian of his estate, the executor or administrator of his
estate or by the person or persons to whom his rights under the
option or warrant shall pass by will or the laws of descent and
distribution, but in no event may the option or warrant be
exercised after its expiration under the terms of the option or
warrant agreement.  Notwithstanding the foregoing, no ISO may
be exercised later than one year after the determination of
disability or death.  A Participant shall be deemed to be
disabled if, in the opinion of a physician selected by the
Committee, he or she is incapable of performing services for the
Company of the kind he or she was performing at the time the
disability occurred by reason of any medically determinable
physical or mental impairment which can be expected to result
in death or to be of long, continued and indefinite duration.
The date of determination of disability for purposes hereof
shall be the date of such determination by such physician.

   (vii) Assignability.  An option or warrant shall be
assignable or otherwise transferable, in whole or in part, by
a Participant as provided in the option, warrant or designation
of the series of preferred stock.

   (viii) Incentive Stock Options.  Each option or warrant
agreement may contain such terms and provisions as the Committee
may determine to be necessary or desirable in order to qualify
an option or warrant designated as an incentive stock option.

   (ix) Restricted Stock Awards.  Awards of restricted stock
under this Plan shall be subject to all the applicable
provisions of this Plan, including the following terms and
conditions, and to such other terms and conditions not
inconsistent therewith, as the Committee shall determine:

      (A) Awards of restricted stock may be in addition to or in
lieu of option or warrant grants.  Awards may be conditioned on
the attainment of particular performance goals based on criteria
established by the Committee at the time of each award of
restricted stock. During a period set forth in the agreement
(the "Restriction Period"), the recipient shall not be permitted
to sell, transfer, pledge, or otherwise encumber the shares of
restricted stock; except that such shares may be used, if the
agreement permits, to pay the option or warrant price pursuant
to any option or warrant granted under this Plan, provided an
equal number of shares delivered to the Participant shall
carry the same restrictions as the shares so used.  Shares of
restricted stock shall become free of all restrictions if
during the Restriction Period, (i) the recipient dies, (ii)
the recipient's directorship, employment, or consultancy
terminates by reason of permanent disability, as determined
by the Committee, (iii) the recipient retires after attaining
both 59 1/2 years of age and five years of continuous service
with the Company and/or a division or subsidiary, or (iv) if
provided in the agreement, there is a "change in control" of
the Company (as defined in such agreement). The Committee may
require medical evidence of permanent disability, including
medical examinations by physicians selected by it.  Unless
and to the extent otherwise provided in the agreement, shares
of restricted stock shall be forfeited and revert to the
Company upon the recipient's termination of directorship,
employment or consultancy during the Restriction Period for
any reason other than death, permanent disability, as
determined by the Committee, retirement after attaining both
59 1/2 years of age and five years of continuous service with
the Company and/or a subsidiary or division, or, to the extent
provided in the agreement, a "change in control" of the Company
(as defined in such agreement), except to the extent the
Committee, in its sole discretion, finds that such forfeiture
might not be in the best interests of the Company and,
therefore, waives all or part of the application of this
provision to the restricted stock held by such recipient.
Certificates for restricted stock shall be registered in the
name of the recipient but shall be imprinted with the appropriate
legend and returned to the Company by the recipient, together
with a stock power endorsed in blank by the recipient.  The
recipient shall be entitled to vote shares of restricted stock
and shall be entitled to all dividends paid thereon, except
that dividends paid in Common Stock or other property shall
also be subject to the same restrictions.

      (B) Restricted Stock shall become free of the foregoing
restrictions upon expiration of the applicable Restriction Period
and the Company shall then deliver to the recipient Common Stock
certificates evidencing such stock.  Restricted stock and any
Common Stock received upon the expiration of the restriction
period shall be subject to such other transfer restrictions
and/or legend requirements as are specified in the applicable
agreement.

   (x) Bonuses and Past Salaries and Fees Payable in Unrestricted
Stock.

      (A) In lieu of cash bonuses otherwise payable under the
Company's or applicable division's or subsidiary's compensation
practices to employees and consultants eligible to participate in
this Plan, the Committee, in its sole discretion, may determine
that such bonuses shall be payable in unrestricted Common Stock
or partly in unrestricted Common Stock and partly in cash.  Such
bonuses shall be in consideration of services previously
performed and as an incentive toward future services and shall
consist of shares of unrestricted Common Stock subject to such
terms as the Committee may determine in its sole discretion.
The number of shares of unrestricted Common Stock payable in
lieu of a bonus otherwise payable shall be determined by dividing
such bonus amount by the fair market value of one share of
Common Stock on the date the bonus is payable, with fair market
value determined as of such date in accordance with Section 5(d)
(ii).

      (B) In lieu of salaries and fees otherwise payable by the
Company to employees, attorneys and consultants eligible to
participate in this Plan that were incurred for services rendered
during, prior or after the year of 2004, the Committee, in its
sole discretion, may determine that such unpaid salaries and
fees shall be payable in unrestricted Common Stock or partly
in unrestricted Common Stock and partly in cash.  Such awards
shall be in consideration of services previously performed and
as an incentive toward future services and shall consist of
shares of unrestricted Common Stock subject to such terms as
the Committee may determine in its sole discretion.  The number
of shares of unrestricted Common Stock payable in lieu of a
salaries and fees otherwise payable shall be determined by
dividing each calendar month's of unpaid salary or fee amount
by the average trading value of the Common Stock for the
calendar month during which the subject services were provided.

   (xi) No Rights as Stockholder.  No Participant shall have
any rights as a stockholder with respect to shares covered by
an option or warrant until the option or warrant is exercised
as provided in clause (d) above.

   (xii) Extraordinary Corporate Transactions.  The existence
of outstanding options or warrants shall not affect in any
way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations, exchanges, or other changes in the Company's
capital structure or its business, or any merger or
consolidation of the Company, or any issuance of Common Stock
or other securities or subscription rights thereto, or any
issuance of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or
any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether
of a similar character or otherwise.  If the Company
recapitalizes or otherwise changes its capital structure, or
merges, consolidates, sells all of its assets or dissolves
(each of the foregoing a "Fundamental Change"), then
thereafter upon any exercise of an option or warrant
theretofore granted the Participant shall be entitled to
purchase under such option or warrant, in lieu of the
number of shares of Common Stock as to which option or
warrant shall then be exercisable, the number and class of
shares of stock and securities to which the Participant
would have been entitled pursuant to the terms of the
Fundamental Change if, immediately prior to such
Fundamental Change, the Participant had been the holder of
record of the number of shares of Common Stock as to which
such option or warrant is then exercisable.  If (i) the
Company shall not be the surviving entity in any merger or
consolidation (or survives only as a subsidiary of another
entity), (ii) the Company sells all or substantially all of
its assets to any other person or entity (other than a
wholly-owned subsidiary), (iii) any person or entity
(including a "group" as contemplated by Section 13(d)(3) of
the Exchange Act) acquires or gains ownership or control of
(including, without limitation, power to vote) more than
50% of the outstanding shares of Common Stock, (iv) the
Company is to be dissolved and liquidated, or (v) as a
result of or in connection with a contested election of
directors, the persons who were directors of the Company
before such election shall cease to constitute a majority
of the Board (each such event in clauses (i) through (v)
above is referred to herein as a "Corporate Change"),
the Committee, in its sole discretion, may accelerate the
time at which all or a portion of a Participant's option
or warrants may be exercised for a limited period of time
before or after a specified date.

   (xiii) Changes in Company's Capital Structure.  If the
outstanding shares of Common Stock or other securities of
the Company, or both, for which the option or warrant is
then exercisable at any time be changed or exchanged by
declaration of a stock dividend, stock split, combination
of shares, recapitalization, or reorganization, the number
and kind of shares of Common Stock or other securities
which are subject to the Plan or subject to any options
or warrants theretofore granted, and the option or warrant
prices, shall be adjusted only as provided in the option
or warrant.

   (xiv) Acceleration of Options and Warrants.  Except as
hereinbefore expressly provided, (i) the issuance by the
Company of shares of stock or any class of securities
convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the
exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company
convertible into such shares or other securities,
(ii) the payment of a dividend in property other than Common
Stock or (iii) the occurrence of any similar transaction,
and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Common Stock subject
to options or warrants theretofore granted or the purchase
price per share, unless the Committee shall determine, in
its sole discretion, that an adjustment is necessary to
provide equitable treatment to Participant.  Notwithstanding
Anything to the contrary contained in this Plan, the
Committee may, in its sole discretion, accelerate the time at
which any option or warrant may be exercised, including, but
not limited to, upon the occurrence of the events specified
in this Section 5, and is authorized at any time (with the
consent of the Participant) to purchase options or warrants
pursuant to Section 6.

SECTION 6.  RELINQUISHMENT OF OPTIONS OR WARRANTS.

(a) The Committee, in granting options or warrants hereunder,
shall have discretion to determine whether or not options or
warrants shall include a right of relinquishment as hereinafter
provided by this Section 6.  The Committee shall also have
discretion to determine whether an option or warrant agreement
evidencing an option or warrant initially granted by the
Committee without a right of relinquishment shall be amended
or supplemented to include such a right of relinquishment.
Neither the Committee nor the Company shall be under any
obligation or incur any liability to any person by reason of
the Committee's refusal to grant or include a right of
relinquishment in any option or warrant granted hereunder or
in any option or warrant agreement evidencing the same.
Subject to the Committee's determination in any case that the
grant by it of a right of relinquishment is consistent with
Section 1 hereof, any option or warrant granted under this
Plan, and the option or warrant agreement evidencing such
option or warrant, may provide:

   (i) That the Participant, or his or her heirs or other legal
representatives to the extent entitled to exercise the option
or warrant under the terms thereof, in lieu of purchasing the
entire number of shares subject to purchase thereunder, shall
have the right to relinquish all or any part of the then
unexercised portion of the option or warrant (to the extent
then exercisable) for a number of shares of Common Stock to
be determined in accordance with the following provisions of
this clause (i):

      (A) The written notice of exercise of such right of
relinquishment shall state the percentage of the total number
of shares of Common Stock issuable pursuant to such
relinquishment (as defined below) that the Participant elects
to receive;

      (B) The number of shares of Common Stock, if any, issuable
pursuant to such relinquishment shall be the number of such
shares, rounded to the next greater number of full shares, as
shall be equal to the quotient obtained by dividing (i) the
Appreciated Value by (ii) the purchase price for each of such
shares specified in such option or warrant;

      (C) For the purpose of this clause (C), "Appreciated
Value" means the excess, if any, of (x) the total current market
value of the shares of Common Stock covered by the option or
warrant or the portion thereof to be relinquished over (y) the
total purchase price for such shares specified in such option
or warrant;

   (ii) That such right of relinquishment may be exercised only
upon receipt by the Company of a written notice of such
relinquishment which shall be dated the date of election to
make such relinquishment; and that, for the purposes of this
Plan, such date of election shall be deemed to be the date
when such notice is sent by registered or certified mail, or
when receipt is acknowledged by the Company, if mailed by
other than registered or certified mail or if delivered by
hand or by any telegraphic communications equipment of the
sender or otherwise delivered; provided, that, in the event
the method just described for determining such date of
election shall not be or remain consistent with the provisions
of Section 16(b) of the Exchange Act or the rules and
regulations adopted by the Commission thereunder, as presently
existing or as may be hereafter amended, which regulations
exempt from the operation of Section 16(b) of the Exchange
Act in whole or in part any such relinquishment transaction,
then such date of election shall be determined by such other
method consistent with Section 16(b) of the Exchange Act or
the rules and regulations thereunder as the Committee shall
in its discretion select and apply;

   (iii) That the "current market value" of a share of Common
Stock on a particular date shall be deemed to be its fair
market value on that date as determined in accordance with
Paragraph 5(d)(ii); and

   (iv) That the option or warrant, or any portion thereof,
may be relinquished only to the extent that (A) it is
exercisable on the date written notice of relinquishment
is received by the Company, and (B) the holder of such
option or warrant pays, or makes provision satisfactory to
the Company for the payment of, any taxes which the Company
is obligated to collect with respect to such relinquishment.

(b) The Committee shall have sole discretion to consent to
or disapprove, and neither the Committee nor the Company
shall be under any liability by reason of the Committee's
disapproval of, any election by a holder of preferred stock
to relinquish such preferred stock in whole or in part as
provided in Paragraph 7(a), except that no such consent to
or approval of a relinquishment shall be required under the
following circumstances.  Each Participant who is subject
to the short-swing profits recapture provisions of Section
16(b) of the Exchange Act ("Covered Participant") shall not
be entitled to receive shares of Common Stock when options
or warrants are relinquished during any window period
commencing on the third business day following the Company's
release of a quarterly or annual summary statement of sales
and earnings and ending on the twelfth business day following
such release ("Window Period").  A Covered Participant shall
be entitled to receive shares of Common Stock upon the
relinquishment of options or warrants outside a Window Period.

(c) The Committee, in granting options or warrants hereunder,
shall have discretion to determine the terms upon which such
options or warrants shall be relinquishable, subject to the
applicable provisions of this Plan, and including such
provisions as are deemed advisable to permit the exemption
from the operation from Section 16(b) of the Exchange Act
of any such relinquishment transaction, and options or
warrants outstanding, and option agreements evidencing such
options, may be amended, if necessary, to permit such
exemption.  If options or warrants are relinquished, such
option or warrant shall be deemed to have been exercised to
the extent of the number of shares of Common Stock covered
by the option or warrant or part thereof which is
relinquished, and no further options or warrants may be
granted covering such shares of Common Stock.

(d) Any options or warrants or any right to relinquish the
same to the Company as contemplated by this Paragraph 6
shall be assignable by the Participant, provided the
transaction complies with any applicable securities laws.

(e) Except as provided in Section 6(f) below, no right of
relinquishment may be exercised within the first six
months after the initial award of any option or warrant
containing, or the amendment or supplementation of any
existing option or warrant agreement adding, the right
of relinquishment.

(f) No right of relinquishment may be exercised after the
initial award of any option or warrant containing, or the
amendment or supplementation of any existing option or
warrant agreement adding the right of relinquishment,
unless such right of relinquishment is effective upon
the Participant's death, disability or termination of
his relationship with the Company for a reason other
than "for cause."

SECTION 7.  GRANT OF CONVERTIBLE PREFERRED STOCK.

(a) Committee Discretion.  The Committee shall have sole
and absolute discretionary authority (i) to determine,
authorize, and designate those persons pursuant to this
Plan who are to receive restricted preferred stock, or
unrestricted preferred stock under the Plan, and (ii)
to determine the number of shares of Common Stock to
be issued upon conversion of such shares of preferred
stock and the terms thereof.  The Committee shall
thereupon grant shares of preferred stock in accordance
with such determinations as evidenced by a written
preferred stock designation.  Subject to the express
provisions of the Plan, the Committee shall have
discretionary authority to prescribe, amend and rescind
rules and regulations relating to the Plan, to interpret
the Plan, to prescribe and amend the terms of the
preferred stock designation  (which need not be identical)
and to make all other determinations deemed necessary or
advisable for the administration of the Plan.

(b) Terms and Conditions.  Each series of preferred stock
granted under the Plan shall be evidenced by a designation
in the form for filing with the Secretary of State of
the state of incorporation of the Company, containing such
terms as approved by the Committee, which shall be subject
to the following express terms and conditions and to such
other terms and conditions as the Committee may deem
appropriate:

   (i) Conversion Ratio.  The number of shares of Common Stock
issuable upon conversion of each share of preferred stock granted
pursuant to the Plan shall be determined by the Committee at
the time the preferred stock is granted.  The conversion ration
may be determined by reference to the fair market value of each
share of Common Stock on the date the preferred stock is granted,
or at such other price as the Committee in its sole discretion
shall determine.

At the time a determination of the fair market value of a share
of Common Stock is required to be made hereunder, the
determination of its fair market value shall be made in
accordance with Paragraph 5(d)(ii).

   (ii) Conversion Period.  The Committee may provide in the
preferred stock agreement that an preferred stock may be
converted in whole, immediately, or is to be convertible in
increments.  In addition, the Committee may provide that the
conversion of all or part of an preferred stock is subject to
specified performance by the Participant.

   (iii) Procedure for Conversion.  Shares of preferred stock
 shall be converted in the manner specified in the preferred
stock designation.  The notice of conversion shall specify
the address to which the certificates for such shares are to
be mailed.  A Participant shall be deemed to be a stockholder
with respect to shares covered by preferred stock on the date
specified in the preferred stock agreement .  As promptly as
practicable, the Company shall deliver to the Participant or
other holder of the warrant, certificates for the number of
shares with respect to which such preferred stock has been
so converted, issued in the holder's name or such other name
as holder directs; provided, however, that such delivery
shall be deemed effected for all purposes when a stock
transfer agent of the Company shall have deposited such
certificates with a carrier for overnight delivery, addressed
to the holder at the address specified pursuant to this
Section 6(d).

   (iv) Termination of Employment.  If an executive officer to
whom preferred stock is granted ceases to be employed by the
Company for any reason other than death or disability, any
preferred stock which is convertible on the date of such
termination of employment may be converted during a period
beginning on such date and ending at the time set forth in
the preferred stock agreement; provided, however, that if a
Participant's employment is terminated because of the
Participant's theft or embezzlement from the Company, disclosure
of trade secrets of the Company or the commission of a willful,
felonious act while in the employment of the Company (such
reasons shall hereinafter be collectively referred to as "for
cause"), then any preferred stock or unconverted portion thereof
granted to said Participant shall expire upon such termination of
employment.  Notwithstanding the foregoing, no ISO may be
converted later than three months after an employee's termination
of employment for any reason other than death or disability.

   (v) Disability or Death of Participant.  In the event of the
determination of disability or death of a Participant under the
Plan while he or she is employed by the Company, the preferred
stock previously granted to him may be converted (to the extent
he or she would have been entitled to do so at the date of the
determination of disability or death) at any time and from time
to time, within a period beginning on the date of such
determination of disability or death and ending at the time set
forth in the preferred stock agreement, by the former employee,
the guardian of his estate, the executor or administrator of his
estate or by the person or persons to whom his rights under the
preferred stock shall pass by will or the laws of descent and
distribution, but in no event may the preferred stock be
converted after its expiration under the terms of the preferred
stock agreement.  Notwithstanding the foregoing, no ISO may be
converted later than one year after the determination of
disability or death.  A Participant shall be deemed to be
disabled if, in the opinion of a physician selected by the
Committee, he or she is incapable of performing services for the
Company of the kind he or she was performing at the time the
disability occurred by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or to be of long, continued and indefinite duration.  The
date of determination of disability for purposes hereof shall
be the date of such determination by such physician.

   (vi) Assignability.  Preferred stock shall be assignable or
otherwise transferable, in whole or in part, by a Participant.

   (vii) Restricted Stock Awards.  Awards of restricted
preferred stock under this Plan shall be subject to all the
applicable provisions of this Plan, including the following terms
and conditions, and to such other terms and conditions not
inconsistent therewith, as the Committee shall determine:

      (A) Awards of restricted preferred stock may be in addition
to or in lieu of preferred stock grants.  Awards may be conditioned
on the attainment of particular performance goals based on
criteria established by the Committee at the time of each award
of restricted preferred stock. During a period set forth in the
agreement (the "Restriction Period"), the recipient shall not be
permitted to sell, transfer, pledge, or otherwise encumber the
shares of restricted preferred stock.  Shares of restricted
preferred stock shall become free of all restrictions if during
the Restriction Period, (i) the recipient dies, (ii) the
recipient's directorship, employment, or consultancy terminates
by reason of permanent disability, as determined by the Committee,
 (iii) the recipient retires after attaining both 59 1/2 years
of age and five years of continuous service with the Company
and/or a division or subsidiary, or (iv) if provided in the
agreement, there is a "change in control" of the Company (as
defined in such agreement). The Committee may require medical
evidence of permanent disability, including medical examinations
by physicians selected by it.  Unless and to the extent otherwise
provided in the agreement, shares of restricted preferred stock
shall be forfeited and revert to the Company upon the recipient's
termination of directorship, employment or consultancy during
the Restriction Period for any reason other than death, permanent
disability, as determined by the Committee, retirement after
attaining both 59 1/2 years of age and five years of continuous
service with the Company and/or a subsidiary or division, or,
to the extent provided in the agreement, a "change in control"
of the Company (as defined in such agreement), except to the
extent the Committee, in its sole discretion, finds that such
forfeiture might not be in the best interests of the Company
and, therefore, waives all or part of the application of this
provision to the restricted preferred stock held by such
recipient.  Certificates for restricted preferred stock shall be
registered in the name of the recipient but shall be imprinted
with the appropriate legend and returned to the Company by the
recipient, together with a preferred stock power endorsed in
blank by the recipient.  The recipient shall be entitled to vote
shares of restricted preferred stock and shall be entitled to
all dividends paid thereon, except that dividends paid in Common
Stock or other property shall also be subject to the same
restrictions.

      (B) Restricted preferred stock shall become free of the
foregoing restrictions upon expiration of the applicable
Restriction Period and the Company shall then deliver to the
recipient Common Stock certificates evidencing such stock.
Restricted preferred stock and any Common Stock received upon the
expiration of the restriction period shall be subject to such
other transfer restrictions and/or legend requirements as are
specified in the applicable agreement.

   (x) Bonuses and Past Salaries and Fees Payable in Unrestricted
Preferred stock.

      (A) In lieu of cash bonuses otherwise payable under the
Company's or applicable division's or subsidiary's compensation
practices to employees and consultants eligible to participate
in this Plan, the Committee, in its sole discretion, may determine
that such bonuses shall be payable in unrestricted Common Stock
or partly in unrestricted Common Stock and partly in cash.  Such
bonuses shall be in consideration of services previously performed
and as an incentive toward future services and shall consist of
shares of unrestricted Common Stock subject to such terms as the
Committee may determine in its sole discretion.  The number of
shares of unrestricted Common Stock payable in lieu of a bonus
otherwise payable shall be determined by dividing such bonus
amount by the fair market value of one share of Common Stock on
the date the bonus is payable, with fair market value determined
as of such date in accordance with Section 5(d)(ii).

      (B) In lieu of salaries and fees otherwise payable by the
Company to employees, attorneys and consultants eligible to
participate in this Plan that were incurred for services rendered
during, prior or after the year of 2004, the Committee, in its
sole discretion, may determine that such unpaid salaries and fees
shall be payable in unrestricted Common Stock or partly in
unrestricted Common Stock and partly in cash.  Such awards shall
be in consideration of services previously performed and as an
incentive toward future services and shall consist of shares of
unrestricted Common Stock subject to such terms as the Committee
may determine in its sole discretion.  The number of shares of
unrestricted Common Stock payable in lieu of a salaries and fees
otherwise payable shall be determined by dividing each calendar
month's of unpaid salary or fee amount by the average trading
value of the Common Stock for the calendar month during which
the subject services were provided.

   (xi) No Rights as Stockholder.  No Participant shall have any
rights as a stockholder with respect to shares covered by an
preferred stock until the preferred stock is converted as provided
in clause (b)(iii) above.

   (xii) Extraordinary Corporate Transactions.  The existence of
outstanding preferred stock shall not affect in any way the right
or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations,
exchanges, or other changes in the Company's capital structure or
its business, or any merger or consolidation of the Company, or
any issuance of Common Stock or other securities or subscription
rights thereto, or any issuance of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock
or the rights thereof, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets
or business, or any other corporate act or proceeding, whether of
a similar character or otherwise.  If the Company recapitalizes
or otherwise changes its capital structure, or merges,
consolidates, sells all of its assets or dissolves (each of the
foregoing a "Fundamental Change"), then thereafter upon any
conversion of preferred stock theretofore granted the Participant
shall be entitled to the number of shares of Common Stock upon
conversion of such preferred stock, in lieu of the number of
shares of Common Stock as to which preferred stock shall then be
convertible, the number and class of shares of stock and
securities to which the Participant would have been entitled
pursuant to the terms of the Fundamental Change if, immediately
prior to such Fundamental Change, the Participant had been the
holder of record of the number of shares of Common Stock as to
which such preferred stock is then convertible.  If (i) the
Company shall not be the surviving entity in any merger or
consolidation (or survives only as a subsidiary of another
entity), (ii) the Company sells all or substantially all of its
assets to any other person or entity (other than a wholly-owned
subsidiary), (iii) any person or entity (including a "group" as
contemplated by Section 13(d)(3) of the Exchange Act) acquires
or gains ownership or control of (including, without limitation,
power to vote) more than 50% of the outstanding shares of Common
Stock, (iv) the Company is to be dissolved and liquidated, or
(v) as a result of or in connection with a contested election
of directors, the persons who were directors of the Company
before such election shall cease to constitute a majority of
the Board (each such event in clauses (i) through (v) above is
referred to herein as a "Corporate Change"), the Committee, in
its sole discretion, may accelerate the time at which all or a
portion of a Participant's shares of preferred stock may be
converted for a limited period of time before or after a
specified date.

   (xiii) Changes in Company's Capital Structure.    If the
outstanding shares of Common Stock or other securities of the
Company, or both, for which the preferred stock is then
convertible at any time be changed or exchanged by declaration
of a stock dividend, stock split, combination of shares,
recapitalization, or reorganization, the number and kind of
shares of Common Stock or other securities which are subject
to the Plan or subject to any preferred stock theretofore
granted, and the conversion ratio, shall be adjusted only as
provided in the designation of the preferred stock.

   (xiv) Acceleration of Conversion of Preferred Stock.  Except
as hereinbefore expressly provided, (i) the issuance by the
Company of shares of stock or any class of securities
convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the
conversion of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company
convertible into such shares or other securities, (ii) the
payment of a dividend in property other than Common Stock
or (iii) the occurrence of any similar transaction, and in
any case whether or not for fair value, shall not affect, and
no adjustment by reason thereof shall be made with respect to,
the number of shares of Common Stock subject to preferred
stock theretofore granted, unless the Committee shall
determine, in its sole discretion, that an adjustment is
necessary to provide equitable treatment to Participant.
Notwithstanding anything to the contrary contained in this
Plan, the Committee may, in its sole discretion, accelerate
the time at which any preferred stock may be converted,
including, but not limited to, upon the occurrence of the
events specified in this Section 7(xiv).

SECTION 8.  AMENDMENTS OR TERMINATION.  The Board may amend,
alter or discontinue the Plan, but no amendment or alteration
shall be made which would impair the rights of any Participant,
without his consent, under any option, warrant or preferred
stock theretofore granted.

SECTION 9.  COMPLIANCE WITH OTHER LAWS AND REGULATIONS.  The Plan, the grant
and exercise of options or warrants and grant and conversion of preferred
stock thereunder, and the obligation of the Company to sell and deliver shares
under such options, warrants or preferred stock, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any governmental or regulatory agency as may be required.  The Company
shall not be required to issue or deliver any certificates for shares of
Common Stock prior to the completion of any registration or qualification of
such shares under any federal or state law or issuance of any ruling or
regulation of any government body which the Company shall, in its sole
discretion, determine to be necessary or advisable.  Any adjustments provided
for in subparagraphs 5(d)(xii), (xiii) and (xiv) shall be subject to any
shareholder action required by the corporate law of the state of
incorporation of the Company.

SECTION 10.  PURCHASE FOR INVESTMENT.  Unless the options, warrants, shares
of convertible preferred stock and shares of Common Stock covered by this
Plan have been registered under the Securities Act of 1933, as amended, or
the Company has determined that such registration is unnecessary, each person
acquiring or exercising an option or warrant under this Plan or converting
shares of preferred stock  may be required by the Company to give a
representation in writing that he or she is acquiring such option or warrant
or such shares for his own account for investment and not with a view to, or
for sale in connection with, the distribution of any part thereof.

SECTION 11.  TAXES.

      (a) The Company may make such provisions as it may deem appropriate for
the withholding of any taxes which it determines is required in connection
with any options, warrants or preferred stock granted under this Plan.

      (b) Notwithstanding the terms of Paragraph 11 (a), any Participant may
pay all or any portion of the taxes required to be withheld by the Company or
paid by him or her in connection with the exercise of a nonqualified option or
warrant or conversion of preferred stock by electing to have the Company
withhold shares of Common Stock, or by delivering previously owned shares of
Common Stock, having a fair market value, determined in accordance with
Paragraph 5(d)(ii), equal to the amount required to be withheld or paid.  A
Participant must make the foregoing election on or before the date that the
amount of tax to be withheld is determined ("Tax Date").  All such elections
are irrevocable and subject to disapproval by the Committee.  Elections by
Covered Participants are subject to the following additional restrictions: (i)
such election may not be made within six months of the grant of an option or
warrant, provided that this limitation shall not apply in the event of death
or disability, and (ii) such election must be made either six months or more
prior to the Tax Date or in a Window Period.  Where the Tax Date in respect
of an option or warrant is deferred until six months after exercise and the
Covered Participant elects share withholding, the full amount of shares of
Common Stock will be issued or transferred to him upon exercise of the option
or warrant, but he or she shall be unconditionally obligated to tender back
to the Company the number of shares necessary to discharge the Company's
withholding obligation or his estimated tax obligation on the Tax Date.

SECTION 12.  REPLACEMENT OF OPTIONS, WARRANTS AND PREFERRED STOCK.  The
Committee from time to time may permit a Participant under the Plan to
surrender for cancellation any unexercised outstanding option or warrant or
unconverted Preferred stock and receive from the Company in exchange an option,
warrant or preferred stock for such number of shares of Common Stock as may be
designated by the Committee.  The Committee may, with the consent of the holder
of any outstanding option, warrant or preferred stock, amend such option,
warrant or preferred stock, including reducing the exercise price of any option
or warrant to not less than the fair market value of the Common Stock at the
time of the amendment, increasing the conversion ratio of any preferred stock
and extending the exercise or conversion term of and warrant, option or
preferred stock.

SECTION 13.  NO RIGHT TO COMPANY EMPLOYMENT.  Nothing in this Plan or as a
result of any option or warrant granted pursuant to this Plan shall confer on
any individual any right to continue in the employ of the Company or interfere
in any way with the right of the Company to terminate an individual's
employment at any time.  The option, warrant or preferred stock agreements may
contain such provisions as the Committee may approve with reference to the
effect of approved leaves of absence.

SECTION 14.  LIABILITY OF COMPANY.  The Company and any Affiliate which is in
existence or hereafter comes into existence shall not be liable to a
Participant or other persons as to:

      (a) The Non-Issuance of Shares.  The non-issuance or sale of shares as
to which the Company has been unable to obtain from any regulatory body having
jurisdiction the authority deemed by the Company's counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and

      (b) Tax Consequences.  Any tax consequence expected, but not realized,
by any Participant or other person due to the exercise of any option or
warrant or the conversion of any preferred stock granted hereunder.

SECTION 15.  EFFECTIVENESS AND EXPIRATION OF PLAN.  The Plan shall be effective
on the date the Board adopts the Plan.  The Plan shall expire ten years after
the date the Board approves the Plan and thereafter no option, warrant or
preferred stock shall be granted pursuant to the Plan.

SECTION 16.  NON-EXCLUSIVITY OF THE PLAN.  Neither the adoption by the Board
nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board to
adopt such other incentive arrangements as it may deem desirable, including
without limitation, the granting of restricted stock or stock options, warrants
or preferred stock otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.

SECTION 17.  GOVERNING LAW.  This Plan and any agreements hereunder shall be
interpreted and construed in accordance with the laws of the state of
incorporation of the Company and applicable federal law.

SECTION 18.  CASHLESS EXERCISE.  The Committee also may allow cashless
exercises as permitted under Federal Reserve Board's Regulation T, subject to
applicable securities law restrictions.  or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law.  The proceeds from such a payment shall be added to the general funds of
the Company and shall be used for general corporate purposes.