-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 VRj9F3AuQq94VWBP4bFVJ8/sCiP9Dnwt/GBkx+D0tg34sShdaw1Q46ck4x7mKb+a
 aAJKNVsqPDrpR/Caz4kybA==

<SEC-DOCUMENT>0001019687-04-000630.txt : 20040329
<SEC-HEADER>0001019687-04-000630.hdr.sgml : 20040329
<ACCEPTANCE-DATETIME>20040329172227
ACCESSION NUMBER:		0001019687-04-000630
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20040329
EFFECTIVENESS DATE:		20040329

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AETHLON MEDICAL INC
		CENTRAL INDEX KEY:			0000882291
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				133632859
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114017
		FILM NUMBER:		04697223

	BUSINESS ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037
		BUSINESS PHONE:		2129120930

	MAIL ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BISHOP EQUITIES INC
		DATE OF NAME CHANGE:	19930602
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>aethlon_s8-032604.txt
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              AETHLON MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

             Nevada                                      13-3632859
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)

           7825 Fay Avenue, Suite 200
              La Jolla, California                        92037
    (Address of principal executive offices)            (Zip Code)


                           2003 CONSULTANT STOCK PLAN
                           --------------------------
                            (Full title of the plan)

                                 James A. Joyce
                           7825 Fay Avenue, Suite 200
                           La Jolla, California 92037

                     (Name and address of agent for service)

                                 (858) 456-5777
          (Telephone number, including area code, of agent for service)
<TABLE>

                                      CALCULATION OF REGISTRATION FEE
<CAPTION>
- ----------------------- --------------------- -------------------- --------------------- --------------------
                                               PROPOSED MAXIMUM      PROPOSED MAXIMUM
 TITLE OF SECURITIES        AMOUNT TO BE      OFFERING PRICE PER    AGGREGATE OFFERING        AMOUNT OF
   TO BE REGISTERED        REGISTERED(1)           SHARE(2)              PRICE(2)         REGISTRATION FEE
- ----------------------- --------------------- -------------------- --------------------- --------------------

- ----------------------- --------------------- -------------------- --------------------- --------------------
<S>                          <C>                    <C>                 <C>                    <C>
Common Stock                 1,000,000              $1.875              $1,875,000             237.56
- ----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1) Includes an indeterminate number of additional shares that may be issued to
adjust the number of shares issued pursuant to the stock plan described herein
as the result of any future stock split, stock dividend or similar adjustment of
the registrant's outstanding common stock.

(2) Estimated pursuant to Rule 457(h) solely for purposes of calculating amount
of registration fee, based upon the average of the high and low prices reported
on March 25, 2004, as reported on the OTC Electronic Bulletin Board.


                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents are hereby incorporated by reference
into this registration statement:

                  (a) The Annual Report for the fiscal year ended March 31,
2003, filed by the registrant with the Securities and Exchange Commission (the
"Commission") on Form 10KSB on July 15, 2003, which contains audited
consolidated financial statements for the most recent fiscal year for which such
statements have been filed.

                  (b) The quarterly report for the quarter ended June 30, 2003,
filed by the registrant with the Commission on Form 10QSB on August 19, 2003.

                  (c) The quarterly report for the quarter ended September 30,
2003, filed by the registrant with the Commission on Form 10QSB on November 19,
2003.

                  (d) The quarterly report for the quarter ended December 31,
2003, filed by the registrant with the Commission on Form 10QSB on February 17,
2004.

                  (e) The description of the registrant's common stock, which is
included in the registration statement on Form SB-2, file no. 333-52212, filed
with the Commission on December 19, 2000.

                  (f) In addition, all documents subsequently filed by the
registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

                  Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Richardson & Patel LLP has given an opinion on the validity of
the securities being registered hereunder. Erick Richardson and Nimish Patel,
partners of the law firm, are eligible to receive shares of the Company's common
stock pursuant to this Form S-8 registration statement.


                                       2
<PAGE>

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.7502 of the Nevada Revised Statutes provides that we may indemnify
any person who was or is a party, or is threatened to be made a party, to any
action, suit or proceeding brought by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or other entity. The expenses that are subject to this
indemnity include attorneys fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by the indemnified party in
connection with the action, suit or proceeding. In order for us to provide this
statutory indemnity, the indemnified party must not be liable under Nevada
Revised Statutes section 78.138 or must have acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation. With respect to a criminal action or proceeding, the indemnified
party must have had no reasonable cause to believe his conduct was unlawful.

          Section 78.7502 also provides that we may indemnify any person who was
or is a party, or is threatened to be made a party, to any action or suit
brought by or on behalf of the corporation by reason of the fact that he is or
was serving at the request of the corporation as a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other entity against expenses actually or reasonably incurred by him in
connection with the defense or settlement of such action or suit if he is not
liable under Nevada Revised Statutes section 78.138 of if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. We may not indemnify a person if the person is
judged to be liable to the corporation, unless and only to the extent that the
court in which such action or suit was brought or another court of competent
jurisdiction shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity.

          Section 78.7502 requires us to indemnify present and former directors
or officers against expenses if he has been successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter.

            As permitted by Nevada law, the Company's Articles of Incorporation
contain an article limiting the personal liability of directors. The Articles of
Incorporation provides that a director of the Company shall not be personally
liable for any damages from any breach of fiduciary duty as a director, except
for liability based on a judgment or other final adjudication adverse to him
establishing that his acts or omissions were committed in bad faith or were the
result of active or deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained a financial profit or other
advantage to which he was not legally entitled. The Company's Articles of
Incorporation and Bylaws also provide for indemnification of all officers and
directors of the Company to the fullest extent permitted by law.


                                       3
<PAGE>

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.           EXHIBITS.

                  5.       Opinion regarding legality
                  23.1     Consent of Squar, Milner, Reehl & Williamson, LLP
                  23.2     Consent of Richardson & Patel LLP (included in
                           Exhibit 5)
                  99.1     2003 Consultant Stock Plan

ITEM 9.           UNDERTAKINGS.

                  (a) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement (1) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement; (2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

                  (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in La Jolla, California, on this 15th day of March, 2004.

                                            AETHLON MEDICAL, INC.
                                            A Nevada Corporation


                                            /s/ James A. Joyce
                                            ---------------------------------
                                            By:  James A. Joyce
                                            Its:  Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 registration statement has been signed by the following persons in the
capacities and on the dates indicated:


Dated:  March 15, 2004                      /s/ James A. Joyce
                                            ------------------------------------
                                            James A. Joyce, Chairman


Dated:  March 17, 2004                      /s/ Franklyn S. Barry, Jr.
                                            ------------------------------------
                                            Franklyn S. Barry, Jr., Director


Dated:  March 18, 2004                      /s/ E.G. Broenniman
                                            ------------------------------------
                                            Edward G. Broenniman, Director


Dated:  March 15, 2004                      /s/ Richard H. Tullis
                                            ------------------------------------
                                            Richard H. Tullis, Director


Dated:  March 25, 2004                      /s/ Calvin M. Leung
                                            ------------------------------------
                                            Calvin Leung, Director




                                       5
<PAGE>


                                INDEX TO EXHIBITS

Exhibit Number        Description

5.                    Opinion regarding legality
23.1                  Consent of Squar, Milner, Reehl & Williamson, LLP
23.2                  Consent of Richardson & Patel LLP (included in Exhibit 5)
99.1                  2003 Consultant Stock Plan





                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>aethlon_s8-ex5.txt
<TEXT>
<PAGE>


                                                                      Exhibit 5.

                             RICHARDSON & PATEL LLP
                            10900 WILSHIRE BOULEVARD
                                    SUITE 500
                          LOS ANGELES, CALIFORNIA 90024
                            TELEPHONE (310) 208-1182
                            FACSIMILE (310) 208-1154

                                 March 29, 2004

Board of Directors
Aethlon Medical, Inc.
7825 Fay Avenue, Suite 200
La Jolla, California 92037

         Re:      2003 Consultant Stock Plan (the "Plan")
                  ---------------------------------------

Gentlemen:

            We have acted as counsel to Aethlon Medical, Inc., a Nevada
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933 of the
Company's Registration Statement on Form S-8 relating to 1,000,000 shares of the
Company's common stock, no par value (the "Shares").

         In connection with that registration, we have reviewed the proceedings
of the Board of Directors of the Company relating to the registration and
proposed issuance of the Shares, the Articles of Incorporation of the Company
and all amendments thereto, the Bylaws of the Company and all amendments
thereto, and such other documents and matters as we have deemed necessary to the
rendering of the following opinion.

         Based upon that review, it is our opinion that the Shares, when issued
in conformance with the terms and conditions of the Plan, will be legally
issued, fully paid, and non-assessable. We do not find it necessary for the
purposes of this opinion to cover, and accordingly we express no opinion as to,
the application of the securities or blue-sky laws of the various states as to
the issuance and sale of the Shares.

         We consent to the use of this opinion in the registration statement
filed with the Securities and Exchange Commission in connection with the
registration of the Shares and to the reference to our firm under the heading
"Interests of Named Experts and Counsel" in the registration statement.


                                       /s/ RICHARDSON & PATEL LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>aethlon_s8ex23-1.txt
<TEXT>
<PAGE>


                                                                    Exhibit 23.1


                  CONSENT OF INDEPENDENT CERTIFIED ACCOUNTANTS


We hereby consent to the use in this Form S-8 Registration Statement of Aethlon
Medical, Inc. of our report dated June 27, 2003, relating to the financial
statements of Aethlon Medical, Inc. as of and for the years ended March 31, 2003
and 2002, which is incorporated by reference into such Form S-8.


                  /s/ Squar, Milner, Rechl & Williamson, LLP
                  Certified Public Accountants


Newport Beach, California
March 26, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.
<SEQUENCE>5
<FILENAME>aethlon_s8ex99-1.txt
<TEXT>
<PAGE>


Exhibit 99.1

                              AETHLON MEDICAL, INC.

                           2003 CONSULTANT STOCK PLAN


                                 PURPOSE OF PLAN

         WHEREAS, the purpose of this 2003 Consultant Stock Plan is to advance
the interests of the Company by helping the Company obtain and retain the
services of persons providing consulting services upon whose judgment,
initiative, efforts and/or services the Company is substantially dependent, by
offering to or providing those persons with incentives or inducements affording
such persons an opportunity to become owners of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN
                          ----------------------------

         1. DEFINITIONS.

                  Set forth below are definitions of capitalized terms that are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

                  (b) AWARD - The term "Award" is collectively and severally
defined as any Award Shares granted under this Plan.

                  (c) AWARD SHARES - The term "Award Shares" is defined as
shares of Common Stock granted by the Plan Committee in accordance with Section
5 of this Plan.

                  (d) BOARD - The term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, no par value.

                  (f) COMPANY - The term "Company" is defined as Aethlon
Medical, Inc., a Nevada corporation.

                  (g) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants a right to obtain an interest in the Award;
(iii) any transaction that creates a form of joint ownership in the Award

                                       1
<PAGE>

between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient, including the hypothecation, encumbrance
or pledge of the Award or any interest therein, or the attachment or imposition
of a lien by a creditor of the Recipient of the Award or any interest therein
which is not released within thirty (30) days after the imposition thereof; (v)
any distribution by a Recipient which is an entity to its stockholders,
partners, co-venturers or members, as the case may be, or (vi) any distribution
by a Recipient which is a fiduciary such as a trustee or custodian to its
settlors or beneficiaries.

                  (h) ELIGIBLE PERSON - The term "Eligible Person" means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who provides bona fide consulting services to the Company or the Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital or
promotion or maintenance of a market for the Company's securities.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable valuation date of the Award Shares, or
other shares of Common Stock, as the case may be (the "Subject Shares"), to be
valued as determined by the Plan Committee in its good faith judgment, but in no
event shall the Fair Market Value be less than the par value of the Subject
Shares.

                  (j) PERSON - The term "Person" is defined, in its broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (k) PLAN - The term "Plan" is defined as this 2003 Consultant
Stock Plan.

                  (l) PLAN COMMITTEE - The term "Plan Committee" is defined as
that Committee appointed by the Board to administer and interpret this Plan as
more particularly described in Section 3 of the Plan; PROVIDED, HOWEVER, that
the term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.

                  (m) RECIPIENT - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (N) SECURITIES ACT - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2. TERM OF PLAN.

                  This Plan shall be effective as of such time and date as this
Plan is adopted by the Board, and this Plan shall terminate on the first
business day prior to the ten (10) year anniversary of the date this Plan became
effective. All Awards granted pursuant to this Plan prior to the effective date
of this Plan shall not be affected by the termination of this Plan and all other
provisions of this Plan shall remain in effect until the terms of all
outstanding Awards have been satisfied or terminated in accordance with this
Plan and the terms of such Awards.


                                       2
<PAGE>

         3. PLAN ADMINISTRATION.

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
a committee consisting of two (2) or more members of the Board; PROVIDED,
HOWEVER, no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan committee with respect
to any plan (other than this Plan) of the Company or its Affiliates which plan
was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to
the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.

                           (ii) Members of the Plan Committee may resign at any
time by delivering written notice to the Board. Vacancies in the Plan Committee
shall be filled by the Board. The Plan Committee shall act by a majority of its
members in office. The Plan Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the Plan
Committee.

                           (iii) If the Board, in its discretion, does not
appoint a Plan Committee, the Board itself will administer and interpret the
Plan and take such other actions as the Plan Committee is authorized to take
hereunder; provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Articles of Incorporation
and bylaws of the Company generally.

                  (b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.
While serving on the Plan Committee, such members shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.

                  (c) POWER TO MAKE AWARDS. The Plan Committee shall have the
full and final authority in its sole discretion, at any time and from
time-to-time, subject only to the express terms, conditions and other provisions
of the Articles of Incorporation of the Company and this Plan, and the specific
limitations on such discretion set forth herein, to:

                           (i) Designate the Eligible Persons or classes of
         Eligible Persons eligible to receive Awards from among the Eligible
         Persons;

                           (ii) Grant Awards to such selected Eligible Persons
         or classes of Eligible Persons in such form and amount (subject to the
         terms of the Plan) as the Plan Committee shall determine;

                           (iii) Interpret the Plan, adopt, amend and rescind
         rules and regulations relating to the Plan, and make all other
         determinations and take all other action necessary or advisable for the
         implementation and administration of the Plan; and

                           (iiii) Delegate all or a portion of its authority
         under subsections (i) and (ii) of this Section 3(c) to one or more
         directors of the Company who are executive officers of the Company,
         subject to such restrictions and limitations (such as the aggregate
         number of shares of Common Stock that may be awarded) as the Plan
         Committee may decide to impose on such delegate directors.

                                       3
<PAGE>

                  In determining the recipient, form and amount of Awards, the
Plan Committee shall consider any factors deemed relevant, including the
recipient's functions, responsibilities, value of services to the Company and
past and potential contributions to the Company's profitability and sound
growth.

                  (d) INTERPRETATION OF PLAN. The Plan Committee shall, in its
sole and absolute discretion, interpret and determine the effect of all matters
and questions relating to this Plan. The interpretations and determinations of
the Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, and the other terms and
provisions of Awards and the certificates or agreements evidencing same) need
not be uniform and may be made by the Plan Committee selectively among Persons
who receive, or are eligible to receive, Awards under the Plan, whether or not
such Persons are similarly situated. All actions taken and all interpretations
and determinations made under this Plan in good faith by the Plan Committee
shall be final and binding upon the Recipient, the Company, and all other
interested Persons. No member of the Plan Committee shall be personally liable
for any action taken or decision made in good faith relating to this Plan, and
all members of the Plan Committee shall be fully protected and indemnified to
the fullest extent permitted under applicable law by the Company in respect to
any such action, determination, or interpretation.

                  (e) COMPENSATION; ADVISORS. Members of the Plan Committee
shall receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the administration of the Plan shall be borne
by the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.

         4. STOCK POOL.

                  (a) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of
stock which may be issued or granted under the Plan shall be authorized and
unissued or treasury shares of Common Stock. The aggregate maximum number of
shares of Common Stock which may be issued as a grant of Award Shares shall not
exceed 1,000,000 shares of Common Stock (the "Stock Pool").

                  (b) DATE OF AWARD. The date an Award is granted shall mean the
date selected by the Plan Committee as of which the Plan Committee allots a
specific number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5. AWARD SHARES.

                  (a) GRANT. The Plan Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("Award Shares") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to receive Award Shares shall be evidenced by
either a written consulting agreement or a separate written agreement confirming
such grant, executed by the Company and the Recipient, stating the number of
Award Shares granted and stating all terms and conditions of such grant.

                                       4
<PAGE>

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee,
in its sole discretion, may grant Award Shares in any of the following
instances:

                           (i) as a "bonus" or "reward" for services previously
         rendered and compensated, in which case the recipient of the Award
         Shares shall not be required to pay any consideration for such Award
         Shares, and the value of such Award Shares shall be the Fair Market
         Value of such Award Shares on the date of grant; or

                           (ii) as "compensation" for the previous performance
         or future performance of services or attainment of goals, in which case
         the recipient of the Award Shares shall not be required to pay any
         consideration for such Award Shares (other than the performance of his
         services), and the value of such Award Shares received (together with
         the value of such services or attainment of goals attained by the
         Recipient), may not be less than one hundred percent (100%) of the Fair
         Market Value of such Award Shares on the date of grant; or

         6. ADJUSTMENTS.

                  (a) SUBDIVISION OR STOCK DIVIDEND. If (i) outstanding shares
of Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool shall, simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend, be proportionately increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
number of shares of Common Stock, if any, available for issuance in the Stock
Pool shall, simultaneously with the effectiveness of such combination, be
proportionately increased.

                  (b) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.

                  (c) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this Section 6, (i) the Recipient shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
shares. The grant of an Award pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.



                                       5
<PAGE>

         7. EMPLOYMENT STATUS.

                  In no event shall the granting of an Award be construed as
granting a continued right of employment to a Recipient if such Person is
employed by the Company, nor effect any right which the Company may have to
terminate the employment of such Person, at any time, with or without cause,
except to the extent that such Person and the Company have agreed otherwise in
writing.

         8. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

                  (a) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board
may amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.

                  (b) COMPLIANCE WITH LAWS. The Plan Committee may at any time
or from time-to-time, without receiving further consideration from any Person
who may become entitled to receive or who has received the grant of an Award
hereunder, modify or amend Awards granted under this Plan as required to: (i)
comply with changes in securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or requirements.



                                    * * * * *


                                       6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
