EXHIBIT 4

                       INTERNET BUSINESS INTERNATIONAL, INC.
                        2003 STOCK COMPENSATION PLAN II

1. Introduction.

INTERNET BUSINESS INTERNATIONAL, INC., a Nevada corporation, (the
"Company" or "IBII") hereby establishes the 2003 STOCK COMPENSATION
PLAN II (hereinafter referred to as the "Plan") as of May 21, 2003.

The purposes of the Plan are (a) to provide directors and key
employees selected for participation in the Plan with added
incentives to continue in the service of IBII; (b) to create in such
directors and employees a more direct interest in the success of the
operations of IBII by relating compensation to the achievement of
long-term corporate economic objectives; (c) to attract and retain
directors and key employees by providing an opportunity for
investment in IBII; (d) to obtain services for IBII from independent
contractors, for services, at reduced compensation or at rates and/or
on terms which are otherwise negotiated favorably to IBII, by paying
their retainer or fees in the form of shares of the Company's common
stock, $0.001 par value per share ("Common Stock").

2. Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 10(a).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of the
Code or rule or regulation thereunder shall be deemed to include any
amended or successor provision, rule or regulation.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Delivery Date" has the meaning set forth in Section 6.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market Value,
as of the record date for such dividend or distribution, equal to the
amount of cash, plus the fair market value on the date of
distribution of any property, that is distributed with respect to one
share of Common Stock pursuant to such dividend or distribution; such
fair market value to be determined by the Board in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 10(c).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite Tape
or, if not listed on such exchange, on any other national securities
exchange on which the Common Stock is listed or on NASDAQ on the last
trading day prior to the date with respect to which the Fair Market
Value is to be determined.

"Independent Contractors" shall mean certain third parties, including
both individuals and companies, that are neither directors nor key
employees of IBII, and who provide certain services to IBII.

"Participant" shall mean key employees, directors, consultants,
independent contractors and suppliers of the Company and any of its
subsidiaries, as the Board in its sole discretion determines to be
significantly responsible for the success and future growth and
profitability of the Company and whom the Board may designate from
time to time to receive stock under the Plan.

 "Plan" shall mean this 2003 STOCK COMPENSATION PLAN II.

3. Effective Date of the Plan.

The Plan was adopted by the Board on May 21, 2003 and is effective as
of the same ("Effective Date").

4. Eligibility.

Participants shall be those persons, who in the judgment of the
Board, are performing, or will perform, vital services in the
management, operation, and development of IBII and contribute
significantly, or are expected to contribute significantly, to the
achievement of long-term corporate economic objectives, and/or, in
the case of consultants, independent contractors or suppliers furnish
services to IBII at reduced rates or on other terms which are
significantly favorable to IBII.

Each issuance of shares of Common Stock pursuant to the Plan shall be
evidenced by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable laws
and regulations.

5. Grants of Shares.

Commencing on the Effective Date, Participants shall be eligible to
receive shares of Common Stock pursuant to this Plan at the issuance
price $0.0010 per Share.

6. Delivery of Shares.

(a) The shares of Common Stock shall be delivered in accordance with
this Section 6 as soon as practicable (the "Delivery Date").  If, the
number of shares so delivered includes a fractional share, then such
number shall be rounded to the nearest whole number of shares. If any
such shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the
Participant's estate or legal guardian, as the case may be.
References to a Participant in this Plan shall be deemed to refer to
the Participant's estate or legal guardian, where appropriate.

(b) The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust")
to assist it in accumulating the shares of Common Stock needed to
fulfill its obligations under this Section 6. However, Participants
shall have no beneficial or other interest in the Trust and the
assets thereof, and their rights under the Plan shall be as general
creditors of the Company, unaffected by the existence or nonexistence
of the Trust, except that deliveries of Common Stock under the Plan
to Participants from the Trust shall, to the extent thereof, be
treated as satisfying the Company's obligations under this Section 6.

7. Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 6 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common Stock
for all such shares issued in his or her name, including the right to
vote the shares, and the Participant shall receive all dividends and
other distributions paid or made with respect thereto.

8. General Restrictions.

(a) Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue or
deliver any certificate or certificates for shares of Common Stock
under the Plan prior to fulfillment of all of the following conditions:

(i) Any registration or other qualification of such shares under any
state or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Board shall,
upon the advice of counsel, deem necessary or advisable; and

(ii) Obtaining any other consent, approval, or permit from any state
or federal governmental agency which the Board shall, after receiving
the advice of counsel, determine to be necessary or advisable.

(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.

9. Shares Available.

Subject to Section 10 below, the maximum number of shares of Common
Stock, which may in the aggregate issued pursuant to the Plan is
Thirty Million  (30,000,000) Shares of Common Stock.  The Plan shares
may be taken from treasury shares of the Company or purchased on the
open market.

10. Adjustments; Change of Control.

(a) In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or rights
offering to purchase Common Stock at a price below its fair market
value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation, including
a spin-off, or other extraordinary distribution of stock or property
of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the number and kind of shares or other property
subject to the Plan shall be appropriately adjusted to reflect the
effectiveness of any such Transaction and (ii) the Board shall
appropriately adjust any other relevant provisions of the Plan and
any such modification by the Board shall be binding and conclusive on
all persons.

(b) In lieu of the adjustment contemplated by this Section 10, in the
event of a Change of Control, the following shall occur on the date
of the Change of Control: (i) the Plan shall be terminated.

(c) For purposes of this Plan, Change of Control shall mean any of
the following events:

(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of twenty percent (20%) or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting power
of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors ("Outstanding Company
Voting Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (a) any
acquisition directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company),
(b) any acquisition by the Company, (c) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (d) any
acquisition by any corporation pursuant to a reorganization, merger
or consolidation, if, following such reorganization, merger or
consolidation, the conditions described herein of this Section 10 are
satisfied; or  (ii) Individuals who, as of the date hereof,
constitute the Board of the Company (as of the date hereof,
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board; or  (iii)
Approval by the shareholders of the Company of a reorganization,
merger, binding share exchange or consolidation, unless, following
such reorganization, merger, binding share exchange or consolidation
(a) more than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger, binding share exchange or consolidation
and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger, binding
share exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization, merger,
binding share exchange or consolidation, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (b) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation resulting
from such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from
such reorganization, merger, binding share exchange or consolidation
or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the
election of directors and (c) at least a majority of the members of
the board of directors of the corporation resulting from such
reorganization, merger, binding share exchange or consolidation were
members of the Incumbent Board at the time of the execution of the
initial agreement providing for such reorganization, merger, binding
share exchange or consolidation; or

(iv) Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such
sale or other disposition, (x) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case
may be, (y) no Person (excluding the Company and any employee benefit
plan (or related trust) of the Company or such corporation and any
Person beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more of
the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and  (z) at least a majority of the members of the board of
directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement or action of the
Board providing for such sale or other disposition of assets of the
Company.

11. Administration; Amendment and Termination.

(a) The Plan shall be administered by the Board of the Directors or a
committee of the Board  ("Board"), which shall have full authority to
construe and interpret the Plan, to establish, amend and rescind
rules and regulations relating to the Plan, and to take all such
actions and make all such determinations in connection with the Plan
as it may deem necessary or desirable. (b) The Board may from time to
time make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
it may deem proper and in the best interest of the Company without
further approval of the Company's stockholders, provided that, to the
extent required under Nevada law or to qualify transactions under the
Plan for exemption under Rule 16b-3 promulgated under the Exchange
Act, no amendment to the Plan shall be adopted without further
approval of the Company's stockholders and, provided, further, that
if and to the extent required for the Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall be
made more than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder other
than to comport with changes in the Internal Revenue Code of 1986, as
amended, the Employee Retirement Income Security Act of 1974, as
amended, or the regulations thereunder. (c) The Board may terminate
the Plan at any time by a vote of a majority of the members thereof.

12.  Miscellaneous.

The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to the Plan, that a
Participant make arrangements satisfactory to the Board for the
withholding of any taxes required by law to be withheld with respect
to the issuance or delivery of such shares, including without
limitation by the withholding of shares that would otherwise be so
issued or delivered, by withholding from any other payment due to the
Participant, or by a cash payment to the Company by the Participant.

13. Governing Law.

The Plan and all actions taken hereunder shall be governed by and
construed in accordance with the laws of the State of Nevada.

INTERNET BUSINESS INTERNATIONAL, INC.

/s/ Albert R. Reda
Albert R. Reda