METASOURCE GROUP, INC.
                            2003 EMPLOYEE/CONSULTANT
            [GRAPHIC OMITTED][GRAPHIC OMITTED]STOCK COMPENSATION PLAN

1. Purpose

The purpose of this Plan is to provide compensation in the form of shares of the
$.001 par value common stock ("Common Stock") of MetaSource Group, Inc., a
Nevada corporation ("the Company") to eligible employees or consultants that
have previously rendered services or that will render services during the term
of this Employee/Consultant Stock Compensation Plan (hereinafter referred to as
"the Plan").

2. Administration

(a) This Plan shall be administered by the Board of Directors who may from time
to time issue orders or adopt resolutions, not inconsistent with the provisions
of this Plan, to interpret the provisions and supervise the administration of
this Plan. The Company's President, Courtney Smith, shall act as the plan
administrator ("Plan Administrator"), and will make initial determinations as to
which consultants, employees or advisors will be considered eligible to receive
shares under this Plan, and will provide a list to the Board of Directors. All
final determinations shall be by the affirmative vote of a majority of the
members of the Board of Directors at a meeting called for such purpose, or
reduced to writing and signed by a majority of the members of the Board.

Subject to the Corporation's Bylaws, all decisions made by the Directors in
selecting eligible employees and consultants, establishing the number of shares,
and construing the provisions of this Plan shall be final, conclusive and
binding on all persons including the Corporation, shareholders, employees and
consultants.

(b) The Board of Directors may from time to time appoint a Plan Committee and
may delegate to such Committee power to select the particular consultants that
are to receive shares, and to determine the number of shares to be allocated to
each such eligible party.

(c) If the Securities and Exchange Commission's rules or regulations relating to
the issuance of Common Stock under a Form S-8 should change during the terms of
this Plan, the Board of Directors shall have the power to alter this Plan to
conform to such changes.

3. Eligibility

Shares shall be granted only to the Company's employees and consultants that are
within that class for which registration on Form S-8 is applicable.

4. Shares Subject to the Plan

The total number of shares of Common Stock to be subject to this Plan is
2,800,000. The shares subject to the Plan will be registered with the SEC on or
about February 5, 2003 in a Registration Statement on Form S-8.

5. Death of Employee or Consultant

If an employee or consultant dies while he is an employee or consultant of the
Company of any subsidiary, or within 90 days after such termination, the shares,
to the extent that the employee or consultant was to be issued shares under the
plan, may be issued to his personal representative or the person or persons to
whom his rights under the plan shall pass by his will or by the applicable laws
of descent and distribution.

6. Termination of Employee or Consultant, Retirement or Disability

If an employee or consultant shall cease to be retained by the Company for any
reason (including retirement and disability) other than death after he shall
have continuously been so retained for his specified term, he may, but only
within the three-month period immediately following such termination, request
his pro-rata number of shares for his services already rendered.

7. Termination of the Plan

This Plan shall terminate one year after its adoption by the Board of Directors.
At such time, any shares which remain unsold shall be removed from registration
by means of a post-effective amendment to the Form S-8.

8. Effective Date of the Plan

This Plan shall become effective upon its adoption by the Board of Directors.




                            CERTIFICATION OF ADOPTION
                           (By the Board of Directors)


The undersigned, being the President and Chief Executive Officer of MetaSource
Group, Inc., a Nevada corporation, hereby certifies that the foregoing Plan was
adopted by a unanimous vote of the Board of Directors on February 4, 2003.

/s/ Courtney Smith
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Courtney Smith
President, Chief Executive Officer