INFORMATION STATEMENT PURSUANT TO
SECTION 14 (c) OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d) (2)
[ ] Definitive Information Statement

RUBINCON VENTURES INC.
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(Name of Registrant as Specified in its Charter)

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RUBINCON VENTURES INC.
4761 Cove Cliff Road
North Vancouver, B.C.
Canada, V7G 1H8

Preliminary Information Statement
Pursuant to Section 14 of the Securities Exchange Act of 1934,
As amended, and Regulation 14C and Schedule 14C thereunder.

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WE ARE NOT ASKING FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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INTRODUCTION

This Information Statement will be mailed on or about July 26, 2002 to the
stockholders (the "Stockholders") of record on July 15, 2002 of Rubincon
Ventures Inc. (the "Company"), a Delaware corporation, in connection with
certain actions to be approved by the shareholders at the Annual General Meeting
to be held on August 20, 2002 as follows:

1. To elect directors for a term expiring at the 2003 Annual General Meeting
of Shareholders (the "Meeting");

2. To approve Andersen Andersen & Strong as independent auditors for the
fiscal year January 31, 2003;

3. To receive the report of the independent auditors of the Company and the
financial statements for the year ended January 31, 2002;

4. To approve the appointment of three additional directors;

5. To approve the issuance of a maximum of 1,000,000 common shares at a price
of $0.15 per share as set forth in a Form SB-2 to be filed by the Company
with the United States Securities and Exchange Commission;

6. To approve a Non-Qualified Stock Option Plan of 240,000 common shares at an
exercise price of $0.15 per share; and

7. To transact any other business that may properly come before the Meeting
and any adjournment or postponement of the Meeting.

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RUBINCON VENTURES INC.
4761 Cove Cliff Road
North Vancouver, B.C.
Canada, V7G 1H8

Preliminary Information Statement
Pursuant to Section 14 of the Securities Exchange Act of 1934
As amended, and Regulation 14C and Schedule 14C thereunder.

RUBINCON VNETURES INC.
Annual Meeting of Stockholders to be held on August 20, 2002

TO OUR STOCKHOLDERS:

Notice is hereby given that the following actions are planned to be taken
pursuant to Written Consent of the Majority Stockholders of RUBINCON VENTURES
INC.

1. To elect directors for a term expiring at the 2003 Annual General Meeting
of Shareholders (the "Meeting");

2. To approve Andersen Andersen & Strong as independent auditors for the
fiscal year January 31, 2003;

3. To receive the report of the independent auditors of the Company and the
financial statements for the year ended January 31, 2002;

4. To approve the appointment of three additional directors;

6. To approve a Non-Qualified Stock Option Plan for 240,000 common shares at
an exercise price of $0.15 per share; and

7. To transact any other business that may properly come before the Meeting
and any adjournment or postponement of the Meeting.

The date, time and place at which action is to be taken by written consent
on the matters to be acted upon, and at which consents are to be submitted, is
August 20, 2002, at 10:00 a.m. (Pacific Time) at The Vancouver Club, 915 West
Hastings Street, Vancouver, BC, Canada, V6C 1C6.

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This Information Statement is being first sent or given to security holders
on approximately July 26, 2002.

This Information Statement will serve as written notice to stockholders
pursuant to Section 222 of the Delaware General Corporate Law.

By order of the Board of Directors,

/s/ "Ted Reimchen"
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Ted Reimchen
President and Director

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RUBINCON VENTURES INC.
INFORMATION STATEMENT

Meeting of Stockholders to be held on August 20, 2002

This Information Statement is being furnished by the Board of Directors of
Rubincon Ventures Inc., a Delaware corporation ("Rubincon" or the "Company"), to
the holders of the outstanding shares of the Company's common stock, par value
$0.001 per share (the "Common Stock" or "Shares"), as at the close of business
on July 15, 2002. (the "Record Date"), in connection with the approval of the
following actions: (a) election of directors; (b) appointment of auditors; (c)
approval of audited financial statements as at January 31, 2002; (d) appointment
of three additional directors if deemed appropriate by the existing directors;
(e) approval for the issuance of a maximum of 1,000,000 common shares and a
minimum of 300,000 shares under a Form SB-2 to be filed, and; (f) approval of a
Non-Qualified Stock Option Plan of 240,000 common shares at an exercise price of
$0.15 per share.

Only stockholders of record at the close of business on the Record Date are
entitled to notice of the foregoing actions. There are 2,400,820 shares of
common stock issued and outstanding. Each share of common stock held of record
on the record date represents one vote for purposes of determining whether a
majority of the issued and outstanding shares have approved and adopted the
foregoing actions.

VOTING SECURITIES AND VOTE REQUIRED

On June 19, 2001, the Board of Directors authorized and approved, subject
to shareholder approval, certain corporate actions, which the Board of Directors
deemed to be in the best interests of the Company and its shareholders. The
Board of Directors further authorized the preparation and circulation of this
Information Statement and a shareholder's consent to the holders of a majority
of the outstanding shares of the Company's Common Stock.

There are currently 2,400,820 shares of the Company's Common Stock
outstanding, and each share of Common Stock is entitled to one vote. Except for
the Common Stock there is no other class of voting securities outstanding at
this date. The record date for determining shareholders entitled to vote or
give consent is July 15, 2002.

The cost of this Information Statement, consisting of printing, handling,
and mailing of the Information Statement and related material, and the other
expense incurred will be paid by the Company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS

As of the date of this Information Statement, the directors and executive
officers of the Company are as follows:

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Name Age Position
- ---- --- --------

Ted Reimchen 61 President and Director

Irene Campany 60 Secretary Treasurer and Director

Martine Rummelhoss 44 Director

For further information concerning the Officers, Directors, and Nominees to
the Board of Directors, please see "Election of Three (3) Persons."

Audit Committee

As of the date of this Information Statement, the members of the
audit-committee are Ted Reimchen and Martine Rummelhoss. No non-director or
officer has been identified to serve as an independent member of the Audit
Committee. The Audit Committee has not yet met to perform its funcion.
Therefore, the role of an audit committee has been conducted by the Board of
Directors of the Company.

After electing by the shareholders of the nominated directors named herein,
the Company intends to continue the Audit Committee comprised of Ted Reimchen,
Martine Rummelhoss and one independent non-director member. Therefore, the
Audit Committee will be comprised of one disinterested member. The Audit
Committee's primary function will be to provide advice with respect to the
Company's financial matters and to assist the Board of Directors is fulfilling
its oversight responsibilities regarding finance, accounting, tax and legal
compliance. The Audit Committee's primary duties and responsibilities will be
to: (i) serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system; (ii) review and
appraise the audit efforts of the Company's independent accountants; (iii)
evaluate the Company's quarterly financial performance as well as its compliance
with laws and regulations; (iv) oversee management's establishment and
enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
the Board of Directors.

The Board of Directors has considered whether the provision of such
non-audit services would be compatible with maintaining the principle
independent accountants' independence. The Board of Directors considered
whether the independent principal auditors are independent, and concluded that
the auditors for the previous fiscal year ended January 31, 2002 were
independent.

During fiscal year ended January 31, 2002, the Company incurred
approximately $3,200 in fees to its principal independent accountants for
professional services rendered in connection with preparation and audit of the
Company's financial statements for the fiscal year ended January 31, 2002 and

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for the review of the Company's financial statements for the quarters ended
April 30, July 31, and October 31 2001.

Financial Information Systems Design and Implementation Fees

There have been no fees billed for professional services for consulting
with regards to the establishment of financial information systems design and
implementation.

All Other Fees

During fiscal year ended January 31, 2002, the Company did not incur any
other fees for professional services rendered by its principal independent
accountants for all other non-audit services which may include, but is not
limited to, tax-related services, actuarial services or valuation services.

SECURITIY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth information as of the Record Date concerning: (i)
each person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's executive
officers, directors and key employees; and (iii) all executive officers and
directors as a group. Common Stock not outstanding but deemed beneficially
owned by virtue of the right of an individual to acquire shares within 60 days
is treated as outstanding only when determining the amount and percentage of
Common Stock owned by such individual. Except as noted, each person or entity
has sole voting and sole investment power with respect to the shares shown.

TITLE OR NAME AND ADDRESS OF AMOUNT OF PERCENT OF
CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP(6) CLASS
- ------------------------ ------------------------------ -----------

Ted Reimchen (2)
4761 Cove Cliff Road
Common . . . . . . . . . North Vancouver, B.C.
Stock. . . . . . . . . . Canada, V7G 1H8 - -

Irene Campany (3)
3340 Henry Place
Common . . . . . . . . . Port Moody, B.C.
Stock. . . . . . . . . . Canada, V3H 2K5 200,000 8.4%

Martine Rummelhoss (4)
325 Kings Road West
Common . . . . . . . . . North Vancouver, B.C.
Stock. . . . . . . . . . Canada, V7N 2M1 75,000 3.1%

Common . . . . . . . . . Ownership of all directors (5)
Stock. . . . . . . . . . and officers as a group 275,000 11.5%

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(1) All ownerships are stated as of June 30, 2002.
(2) Ted Reimchen is the President and a Director of the Company
(3) Irene Campany is the Secretary Treasurer and a Director of the Company
(4) Martine Rummelhoss is a Director of the Company
(5) All stock held by Officers and Directors is restricted per Rule 144
(6) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.

EXECUTIVE COMPENSATION

As of the date of this Information Statement, none of the officers or
directors of the Company are compensated for their roles as directors or
executive officers as the Company is only in the exploration stage and has not
yet fully commenced business operations. Officers and directors of the Company,
however, are reimbursed for any out-of-pocket expenses incurred by them on
behalf of the Company. None of the Company's directors or officers are party to
employment agreements with the Company. The Company presently has no pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans.

CERTAIN TRANSACTIONS

As of the date of this Information Statement, the Company has not entered
into any contractual arrangements with related parties. There is not any
currently proposed transaction, or series of the same to which the Company is
party, in which the amount involved exceeds $60,000 and in which, to the
knowledge of the Company, any director, executive officer, nominee, five percent
shareholder or any member of the immediate family of the foregoing persons, have
or will have a direct or indirect material interest.

The officers and directors of the Company are engaged in other businesses,
either individually or through partnerships and corporations in which they may
have an interest, hold an office or serve on the boards of directors. The
directors of the Company may have other business interests to which they may
devote a major or significant portion of their time. Certain conflicts of
interest, therefore, may arise between the Company and its directors. Such
conflicts can be resolved through the exercise by the directors of judgment
consistent with their fiduciary duties to the Company. The officers and
directors of the Company intend to resolve such conflicts in the best interests
of the Company. The officers and directors will devote their time to the
affairs of the Company as necessary.

COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent of the

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common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by the
Company and on the representations of the reporting persons, the Company
believes that these persons have not complied with all applicable filing
requirements during the fiscal year ended January 31, 2002 and during the
three-month period ended April 30, 2002 but have indicated that filing will be
done in the immediate future.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON

As of the date of this Information Statement, there are no persons
identified by management of the Company who have an interest in the matters to
be acted upon nor who are in opposition to the matters to be acted upon.

As of the date of this Information Statement, there are no persons who have
been a director or officer of the Company since the beginning of the last fiscal
year, or are currently a director or officer off the Company, that oppose any
action to be taken by the Company.

The following is a summary of actions to be taken by the Company and is not
meant to be complete and exhaustive. The stockholders are encouraged to read
the attached Information Statement, including its exhibits, for further
information regarding the actions.

ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY

The Company's directors are elected annually to serve until the next annual
meeting of shareholders or until their successors shall have been elected and
qualified. The Company's bylaws provide that the number of directors shall be
fixed by resolution by the Board of Directors, but shall not be less than one.
The number of directors presently authorized by resolution of the Board of
Directors shall be three (3). The nominees have advised the Company of their
respective availability and willingness to serve as a director of the Company.

Information Concerning Nominees

TED REIMCHEN - Ted Reimchen is a professional geologist having graduated
with a Bachelor of Science degree in geology and botany from the University of
Alberta in 1966. Subsequently in 1968, he obtained a Master of Science degree
in geology from the same University. Presently, Mr. Reimchen is a member of The
Association of Professional Geologists and Geoscientists of British Columbia and
Alberta, Canada as well as a member of the Society of Wetland Scientists of

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North America. For the past 35 years, Mr. Reimchen has been the founder and
President of a private company called Pegasus Earth Sensing Corporation. He has
experience in mineral exploration properties, property evaluation and
environmental mapping. His experience and interests range from geobotanical
prospecting, remote sensing, to engineering geology, archaelogy to seismic risk,
mineral exploration for lode and precious metals and gemstones, specialty and
mineral sands to rare earths to industrial minerals and portable water. Mr.
Reimchen has involved himself with evaluation, mine design and running day to
day operations of several open pit mines in several areas of the earth. He is
familiar with drilling, tunneling, sampling, mining and equipment design and
construction and ore reserve calculations separating mineable from geological
reserves. He has traveled widely having visited 56 countries. He had prepared
numerous professional reports on geological prospects in 43 countries. In
addition to the three professional organizations mentioned above, Mr. Reimchen
is a registered member of the American Association of Exploration Geochemists,
Canada Centre for Remove Sensing, President Council - 1908 Society - University
of Alberta, American Society of Germans from Russia and Remote Sensing Society
of Canada/USA/ESA. Mr. Reimchen is a director of Zarcan Minerals Ltd., a public
company listed on the TSX Exchange in Canada.

IRENE CAMPANY - Irene Campany has had an extensive business career in the
medical field. She was owner and president of a major intermediate care and old
age facility. She was also a director of a paramedical company for eight years
then purchased a paramedical company in British Columbia, employing one hundred
and ten nurses, and two hundred doctors on a contractual basis which she has
recently sold and joined the family security company.

MARTINE RUMMELHOSS - is a graduate from high school in Quebec, Canada,
before completing college and becoming bilingual in French and English. She was
trained in restaurant management, she became a chef and later managed several
restaurants. She became the manager of a major mechanical company which engaged
in the mechanical installation of large projects. She is currently the owner of
Norseman Plumbing and has opened subsidiaries in both Kitimat, British Columbia
and San Francisco, California.

To the knowledge of management, during the past five years, no present or
former director, executive officer or person nominated to become a director or
an executive officer of the Company:

1. filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by the
court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of
such filings;

2. was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other offenses);

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3. was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court or competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity.
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;

4. was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority,
barring, suspending or otherwise limiting for more than 60 days the right
of such person to engage in any activity described above under this
proposal, or to be associated with persons engaged in any such activities.

5. was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not bee subsequently reversed,
suspended, or vacated.

6. was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.

Board Approval

The Board of Directors has nominated these directors and the directors have
indicated that they will vote the shares of Common Stock which they hold in
favor of or consent to the election of these persons to the Company's Board of
Directors.

APPROVAL OF THE INDEPENDENT AUDITORS ANDERSEN ANDERSEN & STRONG FOR THE FISCAL
YEAR 2003

On the recommendation of the Board of Directors, the Company is appointing
Andersen Andersen & Strong, 941 East 3300 South, Salt Lake City, Utah 84106, as
independent auditors for the Company for the fiscal year 2003, subject to
approval by the shareholders at the First Annual General Meeting.

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During the Company's two most recent fiscal years and in subsequent interim
periods, there were no disagreements with Andersen Andersen & Strong which have
not been resolved or any accounting matters concerning accounting principles and
practices, financial statement disclosure, or auditing scope and procedure,
which disagreements, if not resolved to the satisfaction of Andersen Andersen &
Strong, would have caused Andersen Andersen & Strong to make reference to the
subject matter of the disagreement in connection with their reports. Andersen
Andersen & Strong, as the Company's principal independent accountants, did not
provide an adverse opinion or disclaimer of opinion to the Company's financial
statements, nor modify its opinion as to uncertainty, audit scope or accounting
principles. The principle independent accountants did modify their opinion due
to going concern uncertainties.

Board Approval

The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the selection of Andersen
Andersen & Strong as the Company's independent accountants for the fiscal year
ending January 31, 2003.

APPROVAL OF THE AUDITED FINANCIAL STATEMENTS

The Board of Directors seeks shareholders' approval for the financial
statements for the year ended January 31, 2002.

Board Approval

The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the approval of the
financial statements for the year ended January 31, 2002.

APPROVAL FOR THE APPOINTMENT OF THREE ADDITIONAL DIRECTORS

The Board of Directors recommends the appointment, at the sole discretion
of the Directors of the Company, of an additional three directors during the
forthcoming year; each to hold office until the next Annual General Meeting.

The Directors, at the present time, have not identified any individual to
serve on the Board of Directors. Nevertheless, the Board realizes that it will
eventually have to attract individuals to the Board who have mining and mineral
experience since only one of the present directors and officers have any
experience in mining.

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Board Approval

The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the appointment of three
additional directors.

THE ISSUANCE OF A MAXIMUM OF 1,000,000 COMMON SHARES AT A PRICE OF $0.15 PER
SHARE.

The Company is in the process of filing a Form SB-2 with the United States
Securities and Exchange Commission whereby a maximum of 1,000,000 common shares
can be issued to give total proceeds of $150,000 to the Company. The Directors
have established 300,000 common shares as the minimum number to be issued under
this Form SB-2. The funds, so raised, will be used for further exploration
activities on the Company's Bridge mineral claim located in the Bralorne area of
British Columbia.

Board Approval

The Board of Directors have indicated that they will vote the shares of
Common Stock which they hold in favor of as consent to the issuance of a maximum
of 1,000,000 common shares and a minimum of 300,000 at a price of $0.15 per
share as more fully described in a Form SB-2 to be filed with the United States
Securities and Exchange Commission.

APPROVAL OF A NON-QUALIFIED STOCK OPTION PLAN

On June 19, 2002, the Board of Directors of the Company approved and
adopted a Non-Qualified Stock Option Plan (the "Stock Option Plan"), which
provides for the grant of options to purchase an aggregate of 240,000 shares of
Common Stock at an option price of $0.15 per share. The purpose of the Stock
Option Plan is to make options available to directors, management and
significant contractors of the Company in order to encourage them to secure an
increase on reasonable terms of their stock ownership in the Company and to
remain in the employ of the Company, and to provide them compensation for past
services rendered.

The Stock Option Plan is to be administered by the Board of Directors of
the Company, which determines the persons to be granted options under the Stock
Option Plan, the number of shares subject to each option, and the option period,
and the expiration date, if any, of such options. The exercise of an option may
be less than fair market value of the underlying shares of Common Stock. No
options granted under the Stock Option Plan will be transferable by the optionee
other than by will or the laws of descent and distribution and each option will
be exercisable, during the lifetime of the optionee, only by such optionee.

As of the date of this Information Statement, no options have been granted.
Upon approval by the shareholders of the Stock Option Plan, the Board of

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Directors will be authorized, without further shareholder approval, to grant
such options from time to time up to an aggregate of 240,000 shares of Common
Stock. The Board of Directors may thus in general determine the number of
shares subject to such option, the option period, and the expiration date of
such options, if any.

The content of the Stock Option Plan is shown under Exhibit 'A' attached
hereto.

Board Approval

The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the approval of a
Non-Qualified Stock Option Plan whereby 240,000 shares of common stock at a
price of $0.15 per share can be issued to directors, officers, consultants and
third parties that offer a service to the Company.

TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.

The Board of Directors do not know of any other matters which will be
considered at the Meeting. Shareholders can put forth at the Meeting other
matters not considered in this material issued to Shareholders.

ADDITIONAL AND AVAILABLE INFORMATION

The Company is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.,
20549. Information regarding the Public Reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also
available to the public on the SEC's website (http://www.sec.gov). Copies of
------------------
such materials may be also obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C., 20549 at prescribed rates.

STATEMENT OF ADDITIONAL INFORMATION

The Company's annual report on Form 10K-SB, for the year ended January 31,
2002, has been incorporated herein by this reference.

The Company will provide without charge to each person to whom a copy of
this Information Statement has been delivered, on written or oral request, a
copy of any and all of the documents referred to above that have been or may be
incorporated by reference herein other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference herein).

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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.

The Company is not asking you for a proxy and you are requested not to send
the Company a proxy.

By Order of the Board of Directors

Ted Reimchen, President

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EXHIBIT A
NON-QUALIFIED STOCK OPTION PLAN

RUBINCON VENTURES INC.

NON-QUALIFIED STOCK OPTION PLAN

1. Purpose. The purpose of the Rubincon Ventures Inc. Non-Qualified Stock
Option Plan (the "Plan") is to promote the growth and general prosperity of
Rubincon Ventures Inc. (herein called the "Company") and its subsidiaries, if
any, by permitting the Company to grant options to purchase shares of its Common
Stock ("Options"), to attract and retain the best available personnel for
positions of substantial responsibility and to provide certain key employees,
independent contractors, technical advisors and directors of the company with an
additional incentive to contribute to the success of the Company.

2. Administration and Operation of the Plan. The Plan shall be administered
by the Board of Directors or the Compensation Committee of the Board or any
committee of the Board performing similar functions, as appointed from time to
time by the Board (the "Committee"). The Committee shall be constituted so as
to permit the Plan to comply with Rule 16b-3 promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of
1934, as amended ("Rule 16b-3"). The Plan is intended to qualify and operate
pursuant to the provisions of Rule 16b-3 as in effect at this time or in
compliance with any amendments adopted to that rule in the future or in
compliance with any successor rule adopted by the Commission.

The Committee shall administer the Plan, and shall have discretionary
authority to (a) determine the persons to whom Options shall be granted, (b)
determine the quantity of shares to be included in each Option, (c) interpret
the Plan, and (d) promulgate such rules and regulations under the Plan as they
may deem necessary and proper. Decisions made by the Committee within their
discretionary authority shall be final and conclusive as to all parties and
shall not be subject to review.

3. Eligibility. Upon the terms and conditions hereafter set forth, the
Committee may grant on behalf of the Company, options (the "Options" or,
individually, an "Option") to purchase shares of the Company's common stock to
any key employee, independent contractor, technical advisor or director of the
Company or any of its subsidiaries hereinafter organized or acquired. The
Options shall be substantially in form and substance as set forth in Exhibit A.

4. Stock to be Optioned. Subject to the provisions of Section 10, the
maximum number of shares which may be optioned and sold under the Plan is two
hundred and forty thousand (240,000) shares of $0.001 par value authorized, but
unissued, or reacquired Common Stock of the Company.

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5. Term. The Plan shall become effective upon its adoption by the Company's
Board of Directors and by a majority of the outstanding security holders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 9.

6. Option Price. The option price for the common stock to be issued under
the Plan will be $0.15 per share.

7. Exercise Option.

(a) The number of shares optioned to an employee or director shall be
exercisable in whole or in part at any time during the term of the Option. An
option may not be exercised for fractional shares of the stock of the Company.

In the event the Company or the shareholders of the Company enter into an
agreement to dispose of all or substantially all of the assets or stock of the
Company by means of a sale, reorganization, liquidation or otherwise, an Option
shall become immediately exercisable with respect to the full number of shares
subject to that Option, notwithstanding the preceding provisions of this Section
7(a), during the period commencing as of the date of such agreement and ending
when the disposition of assets or stock contemplated by the agreement is
consummated or the agreement is terminated. The Company shall seek to notify
Optionees in writing of any event which may constitute such sale,
reorganization, liquidation or otherwise.

(b) An option may only be exercised when written notice of such exercise
has been given to the Company at its principal business office by the person
entitled to exercise the Option and full payment for the shares with respect to
which the Option is exercised has been received by the Company. The notice
shall state the number of shares with respect to which the Option is being
exercised, shall contain a representation and agreement by the Optionee
substantially in the form and substance as set forth in the investment letter
attached hereto as Exhibit B, and shall be signed by the Optionee. The Option
Price shall be paid in cash, cash equivalents or secured notes acceptable to the
Committee, by arrangement with a broker which is acceptable to the Committee
where payment of the deliver of all or part of the proceeds from the sale of the
option shares to the Company by the surrender of shares of common stock owned by
the Optionee exercising the Option, and having a price per share of $0.15.
Until the issuance of stock certificates, no right to vote or receive dividends
or any other rights as a shareholder shall exist with respect to the optioned
shares notwithstanding the exercise of the Option. No adjustment will be made
for a dividend or other rights for which the record date is prior to the date of
the stock certificate is issued except as provided in Section 10.

(c) An Option may be exercised by the Optionee only while he is, and has
continually been since the date of the grant of the Option, an employee,
independent contractor, technical advisor or director of the Company, its
subsidiaries, its parent or its successor companies, except that to the extent
that installments have accrued and remain unexercised on the date of the
Optionee's death, such Option of the deceased Optionee may be exercised within

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one year after the death of such Optionee, but in no event later than five years
after the date of grant of such Option, by (and only by) the person or persons
to whom his rights under such Option shall have passed by will or by laws of
descent and distribution.

(d) An option may be exercised in accordance with this Section 7 as to all
or any portion of the shares subject to the Option from time to time, but shall
not be exercisable with respect to fractions of a share.

8. Options not Transferable. Options under this Plan may not be sold,
pledged, assigned or transferred in any manner otherwise than by will or the
laws of descent or distribution, and may be exercised during the lifetime of any
optionee only be such Optionee. Further, no Option shall be pledged or
otherwise encumbered or subject to execution, attachment or similar legal
process. Any attempted assignment, transfer, pledge, hypothecation or similar
disposition of the Option, contrary to the provisions of this Agreement, or the
levy of any execution, attachment or similar process upon the Option, shall void
the Option. Notwithstanding the above, any "derivative security," as such term
is defined under Rule 16b-3, issued under the Plan shall be transferable by the
Optionee only to the extent such transfer is not or would not be prohibited by
Rule 16b-3. In addition, the shares of common stock acquired upon exercise of
Options granted pursuant to this Plan shall not be transferable by the Optionee
until six months after the date of grant, unless the Committee consents to such
transfer.

9. Amendment or Termination of the Plan.

(a) The Committee, with approval by a majority of the outstanding security
holders and by each Optionee affected by such change, may amend the Plan from
time to time in such respects as the Committee and the Company's security
holders may deem advisable.

(b) The Committee may at any time terminate the Plan. Any such termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been terminated

10. Adjustments Upon Changes in Capitalization. If all or any portion of an
Option is exercised subsequent to any stock dividend, split-up,
recapitalization, combination or exchange of shares, merger, consolidation,
acquisition of property or stock, separation, reorganization or liquidation, as
a result of which shares of any class shall be issued in respect of outstanding
shares of common stock or shares of common stock shall be changed into the same
or a different number of shares of the same or another class of classes, the
person or persons so exercising such an Option shall receive, for the aggregate
price payable upon such exercise of the Option, the aggregate number of class of
shares which, if shares of common stock (as authorized at the date of the
granting of such Option) had been purchased at the date of granting of the
Option for the same aggregate price (on the basis of the price per share
provided in the Option) and had not be disposed of, such person or persons would

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be holding at the time of such exercise, as a result of such purchase and any
such stock dividend, split-up, recapitalization, combination or exchange of
shares, merger, consolidation, acquisition of property or stock, separation,
reorganization or liquidation; provided, however, that no fractional share shall
be issued upon any such exercise, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not issued. In the
event of any such change in the outstanding common stock of the Company, the
aggregate number of and class of shares remaining available under the Plan shall
be that number and class which a person, to whom an Option had been granted for
all of the available shares under the Plan on the date preceding such change,
would be entitled to receive as provided in the first sentence of this Section
10.

11. Optionee as Shareholder. An Optionee shall have no rights as a
shareholder of the Company with respect to the shares of the Company's common
stock covered by such Option until the date of the issuance of stock
certificate(s) to him. No adjustment will be made for dividends or other rights
with respect to which the record date is prior to the date of such stock
certificate or certificates.

12. Employment of Optionee. The existence of this Plan shall not impose or
be construed as imposing upon the Company, or any parent or subsidiary of the
Company, any obligation to employ or contract for services with the Optionee for
any period of time, and shall not supersede or in any way increase the
obligations of the Company, or any parent or subsidiary of the Company, under
any employment or other contract now or hereafter existing with any Optionee.

13. Agreement and Representations of Optionee. As a condition to the
exercise of any portion of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the shares are being purchase only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required under the Securities Act of 1933
or any other applicable law, regulation or rule of any government agency.

14. Securities to be Unregistered. The Company shall be under no obligation
to register or assist the Optionee in registering either the Options or
securities law, and both the Options and all common stock issuable thereunder
shall be "restricted securities" as defined in Rule 144 of the General Rules and
Regulations of the Securities Act of 1933 (the "Act"), and may not be offered
for sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company. Accordingly, all certificates evidencing
shares covered by the Option, and any securities issued and replaced or
exchanged therefore, shall bear a restrictive legend to this effect.

15. Reservation of Shares of Common Stock. The Company, during the term of
this Plan, will at all times reserve and keep available, and will seek or obtain
from any regulatory body having jurisdiction, any requisite authority in order
to issue and sell such number of shares of its Common Stock as shall be

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sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain from any regulatory body having jurisdiction authority deemed by the
Company's counsel to be necessary to the lawful issuance and sale of any shares
of its stock hereunder, shall relieve the Company of any liability in respect of
the non-issuance of sale of such stock as to which such requisite authority
shall not have been obtained.

16. Governing Law. This Plan shall be governed and construed in accordance
with the laws of the State of Delaware.

17. Definitions. As used herein, the following definitions shall apply:

(a) "Common Stock" shall mean common stock, $0.001 par value of the
Company.

(b) "Continuous Employment" shall mean employment without interruption, by
any one or more of the Company, its subsidiaries and its successor companies.
Employment shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Company or in the
case of transfers between payroll locations of the Company or among the Company,
its subsidiaries or its successor companies.

(d) "Option" shall mean a stock option granted pursuant to the Plan.

(e) "Plan" shall mean the Non-Qualified Stock Option Plan of the Company.

(f) "Shareholders" shall mean the holders of the outstanding shares of the
Company's common stock.

(g) "Subsidiary" shall mean a "subsidiary corporation" as defined in
Section 425 (f) and (g) of the Internal Revenue Code.

(i) "Successor Company" means any company which acquires all or
substantially all of the stock or assets of the Company.

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IN WITNESS WHEREOF, the Board of Directors has adopted this Plan this 19th
day of June, 2002.

RUBINCON VENTURES INC.

(The "Company")

By: /s/ "Irene Campnay"
----------------------
Irene Campany - Secretary
Treasurer and Director

The Shareholders approved this Plan on xxxx, 2002

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EXHIBIT B
TO
RUBINCON VENTURES INC.
NON-QUALIFIED STOCK OPTION PLAN

STOCK OPTION GRANT FORM

Rubincon Ventures Inc. (the "Company") hereby grants to
the right and option to purchase shares of Common Stock, $0.001
par value, of the Company at the exercise price of $0.15 per share. This Option
is granted as of the date set forth below and shall expire years
from such date. This Option is subject to all the terms and conditions of the
Company's Non-Qualified Stock Option Plan, which are incorporated herein by this
reference, and may not be assigned or transferred except as provided therein.
Further, the recipient of this Option hereby acknowledges that if the shares of
Common Stock acquired upon exercise of this Option are not hold for at least six
months from the date of the grant, the grant of the Option will be deemed a
purchase that may be matched against any sales of the Company securities
occurring within six months of the grant and may create liability for the
recipient pursuant to Section 16(b) of the Securities Exchange Act of 1934, as
amended.

Dated: , 200-

RUBINCON VENTURES INC.
(the "Company")

By:
President

The option represented by this certificate and the shares of Common Stock
underlying this option have not been registered under the Securities Act of 1933
(the "Act") and are "restricted securities" as that term is defined in Rule 144
under the Act. Neither the option nor the shares underlying the option may be
offered for sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act, or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.

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EXHIBIT C
TO
RUBINCON VENTURES INC.
NON-QUALIFIED STOCK OPTION PLAN

OPTION EXERCISE FORM

Rubincon Ventures Inc.

Gentlemen:

I hereby elect to exercise Options to purchase shares of Rubincon
Ventures Inc. (the "Company") Common Stock, $0.001 par value (the "Securities"),
pursuant to the Company's Non-Qualified Stock Option Plan, dated June 19, 2002,
and as subsequently amended.

I acknowledge to the Company that (1) the Securities to be issued to me are
being acquired for investment and not with a view to the distribution thereof,
(2) I will not offer, sell, transfer or otherwise dispose of the Securities
except in a transaction which does not violate the Securities Act of 1933, as
amended (the "Act"), and (3) the Securities are "restricted securities" as that
term is defined in Rule 144 of the General Rules and Regulations under the Act.

I acknowledge and understand that the securities are unregistered and must
be held indefinitely unless they are subsequently registered under the Act or an
exemption from such registration is available. I also understand that the
Company is the only person which may register its securities under the Act.
Furthermore, the Company has not made any representations, warranties or
covenants to me regarding the registration of the Securities or compliance with
Regulation A or some other exemption under the Act.

I further acknowledge that I am fully aware of the applicable limitations
on the resale of the Securities. Rule 144 permits sales of "restricted
securities" upon compliance with certain requirements. If Rule 144 is available
for the resale of the securities, I may resell the Securities only in accordance
with its limitations.

I further acknowledge that I understand that the Company is subject to the
so called "short swing" profit provisions of Section 16 (b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and that if this exercise is
found to be in violation of those provisions, I will be obligated to make
payment to the Company of any profits which I derive as a result of the matching
of sales and purchases within the statutory period. I also understand that if
the shares of Common Stock to be acquired upon exercise of this Option have not
been held for at least six months from the date of grant, the grant of the
Option will be deemed a purchase that may be matched against any sales of
Company securities occurring within six months of the grant and may create
liability for me pursuant to Section 16(b) of the 1934 Act.

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Any and all certificates representing the Securities, and any securities
issued in replacement or exchange therefore, shall bear substantially the
following legend, which I have read and understood.

"The shares represented by this certificate have not been registered under
the Securities Act of 1933, and may not be sold, transferred or otherwise
disposed unless, in the opinion of counsel satisfactory to the issuer, the
transfer qualifies for an exemption from or exemption to the registration
provision thereof."

I agree that the Company shall have the right to issue stop transfer
instructions to its transfer agent to bar the transfer except in accordance with
the Act. I acknowledge that the Company has informed me of its intention to
issue such instructions.

I further agree that the Company shall have the right to take such action
as it deems necessary to make appropriate federal and state withholding payments
on my behalf.

Dated: , 2002

Very truly yours,

Optionee

(Please print or type name)

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