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Integrated Environmental Technologies, Ltd. – ‘DEF 14C’ for 6/28/02

On: Friday, 6/28/02, at 3:11pm ET · For: 6/28/02 · Accession #: 1077048-2-118 · File #: 0-26309

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/28/02  Integrated Environmental Tec… Ltd DEF 14C     6/28/02    1:157K                                   SLI/FA

Definitive Proxy Information Statement — Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Information Statement                76    215K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Agreement Corporation Date of Grant Incentive Stock Option Information Statement Naturol Holdings Ltd Options, The The Options
1	1st Page - Filing Submission
5	Information Statement
14	Naturol Holdings Ltd
42	Corporation
43	Incentive Stock Option
49	Date of Grant
56	Agreement
68	The Options

DEF 14C 1st Page of 76 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14C INFORMATION    
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES   
EXCHANGE ACT OF 1934    

Check the appropriate box:                                                      
/  / Preliminary Information Statement      /   / Confidential, For Use         
/X/  Definitive Information Statement             of the Commission             

CORONADO EXPLORATIONS LTD.    
(Name of Registrant as Specified in Its Charter)  

Payment of Filing Fee (Check the appropriate box):                              
/X/  No Fee Required                                                  
/ /  Fee computed on table below per Exchange Act Rules 14c-5(g)      
and 0-11 and 0-11.                                          

(1) Title of each class of securities to which transaction applies:   

-----------------------------------------------------                 

(2) Aggregate number of securities to which transactions applies:     

-----------------------------------------------------                 

  (3)  Per  unit  price or other underlying value of transaction  computed
  pursuant  to Exchange Act Rule 0-11 (set forth the amount on  which  the
filing fee is calculated and state how it was determined):            

-----------------------------------------------------                 

(4) Proposed maximum aggregate value of transaction:                  

-----------------------------------------------------                 

(5) Total fee paid:                                                   

/  / Fee paid previously with preliminary materials:                  
  /   / Check box if any part of the fee is offset as provided by Exchange
  Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
  was  paid  previously.  Identify  the previous  filing  by  registration
statement number, or the form or schedule and the date of its filing. 

(1) Amount previously paid:                                           

----------------------------------------------------                  

(2) Form, Schedule or Registration Statement No.:                     

-----------------------------------------------------                 

(3) Filing party:                                                     

-----------------------------------------------------                 

(4) Date filed:                                                       

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DEF 14C 2nd Page of 76 TOC 1st Previous Next ↓Bottom Just 2nd
CORONADO EXPLORATIONS LTD.    
6265 South Stevenson Way    
Las Vegas, Nevada 89120   
(702) 450-1600    
---------------------------------------   

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

---------------------------------------   

We are not asking for a Proxy   
and you are requested not to send us a Proxy    

--------------------------------------    

INTRODUCTION    

   This information statement (the "Information Statement") was mailed  on
or  about June 28, 2002 to the stockholders (the "Stockholders") of record on   
June  24,  2002  of  Coronado Explorations Ltd., a Delaware corporation  (the   
"Company")  in connection with certain actions taken by the Company  pursuant   
to  the  Written Consent of the Majority Stockholders (the "Written Consent")   
of  the  Company,  dated April 18, 2002. The actions taken  pursuant  to  the   
Written  Consent concerned; (a) Change of Name of the Company  from  Coronado   
Explorations  Ltd. to Naturol Holdings Ltd.; (b) Change of the  year  end  to   
12/31 from 1/31; (c) amend and restate the Company's Bylaws; (d) authorize an   
Option  Plan  for  two million (2,000,000) shares of common  stock;  and  (e)   
reverse split the Company's issued and outstanding common stock on a 1 for  5   
basis.                                                                          

This is not a notice of a meeting of stockholders and no    
stockholders' meeting will be held to consider any matter described herein.   

DEF 14C 3rd Page of 76 TOC 1st Previous Next ↓Bottom Just 3rd
CORONADO EXPLORATIONS LTD.    
6265 South Stevenson Way    
Las Vegas, Nevada 89120   
(702) 450-1600    
---------------------------------------   
Definitive Information Statement    
Pursuant to Section 14 of the Securities Exchange Act of 1934,    
as amended, and Regulation 14C and Schedule 14C thereunder.   

CORONADO EXPLORATIONS LTD.    
Notice of written consent of stockholders in lieu of    
special meeting of stockholders to be effective July 22, 2002   

June 28, 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 Coronado            
Explorations Ltd.:                                                              

1.   The change of the Company's name to Naturol Holdings Ltd., effective as    
of the filing of an amendment to the Company's Certificate of Incorporation     
with the Delaware Secretary of State;                                           
2.   Change of the Company's reporting year end to December 31 for the year     
2002 and thereafter;                                                            
3.   Amend and restate the Company's Bylaws;                                    
4.   Authorization to adopt a Stock Option Plan for Two Million (2,000,000)     
shares of common stock; and                                                     
5.   Reverse split the Company's issued and outstanding common stock on a 1     
for 5 basis.                                                                    

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

Action 1- Name Change to Naturol Holdings Ltd.:                                 

As  a  result of a change in our business focus and plan to become a  holding   
company  for  technologies related to the extraction of  Oils  and  Bioactive   
compounds  from  natural  materials our Board of  Directors  believes  it  is   
important  that  our  corporate name be reflective  of  our  future  business   
enterprise.  Accordingly, on April 18, 2002, our Board  unanimously  approved   
"Naturol  Holdings  Ltd." as our corporate name which requires  amendment  of   
our  Certificate of Incorporation. A copy of the amendment to our Certificate   
of Incorporation is attached to the information statement as Exhibit A.         

Action 2- Change of year end from 1/31 to 12/31:                                

The  board  of  directors has approved a change in year end to harmonize  the   
release  of  the  Company's  quarterly and annual  financial  statements  and   
operating results with the release of similar information by the majority  of   
the companies in its industry.                                                  

DEF 14C 4th Page of 76 TOC 1st Previous Next ↓Bottom Just 4th
Action 3- Amend and restate the Company's Bylaws:                               

The  Company's  Bylaws will be amended and restated to change the  number  of   
directors,  change  the Company's year end to 12/31 and  update,  expand  and   
provide  greater detail to the Bylaws to further define the manner  by  which   
the  Company will be governed. A copy of the amended and restated bylaws  are   
attached to the information statement as Exhibit B.                             

Action 4- Option Plan for Two million (2,000,000) shares of common stock:       

The  option plan is intended to encourage directors, officers, employees  and   
consultants  of  the  Company  to acquire ownership  of  Common  Stock.   The   
opportunity  so  provided  is intended to foster  in  participants  a  strong   
incentive  to put forth maximum effort for the continued success  and  growth   
of  the  Company, to aid in retaining individuals who put forth such efforts,   
and to assist in attracting the best available individuals to the Company  in   
the  future.  A  copy  of  the  option plan is attached  to  the  information   
statement as Exhibit C.                                                         

Action 5- Reverse Split of the Company's common stock on a 1 for 5 basis:       

The  Board  of  Directors has approved an amendment  to  the  certificate  of   
incorporation  that  would affect a reverse stock split  of  the  outstanding   
common  stock  on  a  1 for 5 basis. An increase in per share  price  of  the   
Company's  common  stock, which the Company expects as a consequence  of  the   
reverse  stock  split, may enhance the acceptability of the common  stock  to   
the  financial community and the investing public and potentially broaden the   
investor  pool  from  which the Company might be able  to  obtain  additional   
financing. A copy of the Amended Certificate of Incorporation is attached  to   
the information statement as Exhibit A.                                         

The Board of Directors has fixed the close of business on June 24, 2002,    
as the Record Date for determining the Stockholders entitled to Notice of the   
foregoing.                                                                      

The Company has asked brokers and other custodians, nominees and            
fiduciaries to forward this Information Statement to the beneficial owners of   
the Common Stock held of record by such persons and will reimburse such         
persons for out-of-pocket expenses incurred in forwarding such material.        

This Information Statement will serve as written Notice to stockholders     
pursuant to Section 222 of the Delaware General Corporation Law (the "DGCL").   

This is not a notice of a meeting of stockholders and no    
stockholders' meeting will be held to consider any matter described herein.   

                                 By order of the Board of Directors,
                /s/ Paul McClory
            Paul McClory
                     Chairman of the Board

DEF 14C 5th Page of 76 TOC 1st Previous Next ↓Bottom Just 5th
CORONADO EXPLORATIONS LTD.    

Information Statement   
Relating to written consent of stockholders in lieu of    
a special meeting of stockholders effective July 22, 2002   

 This Information Statement is being furnished by the Board of Directors
of Coronado Explorations Ltd., a Delaware corporation ("Coronado" 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 the "Shares"), at      
the close of business on June 24, 2002, (the "Record Date"), in connection      
with the approval of the following corporate actions: (a) Change of Name of     
the Company from Coronado Explorations Ltd. to Naturol Holdings Ltd.; (b)       
Change of the year end to 12/31 from 1/31; (c) amend and restate the            
Company's Bylaws; (d) authorize an Option Plan for two million (2,000,000)      
shares of common stock; and (e) reverse split the Company's issued and          
outstanding common stock on a 1 for 5 basis.                                    

 Only stockholders of record at the close of business on the Record Date
are entitled to notice of the foregoing actions.  As of the Record Date,        
75,000,009 shares of Common Stock were 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.                         

On April 18, 2002, the Board of Directors of Coronado unanimously     
approved the following corporate actions: (a) Change of Name of the Company     
from Coronado Explorations Ltd. to Naturol Holdings Ltd.; (b) Change of the     
year end to 12/31 from 1/31; (c) amend and restate the Company's Bylaws; (d)    
authorize an Option Plan for two million (2,000,000) shares; and (e) reverse    
split the Company's issued and outstanding common stock on a 1 for 5 basis.     
The holder of a majority of the outstanding shares of Common Stock also         
approved these actions by written consent as of April 18, 2002. Accordingly,    
your consent is not required and is not being solicited in connection with      
the foregoing actions.                                                          

DISSENTERS' RIGHTS    

Under the DGCL, the change of the Company's name, change of year end, 
amendment and restatement of the Bylaws, authorization of Option Plan, and      
reverse split of the issued and outstanding common stock does not require the   
Company to provide dissenting Stockholders with a right of appraisal and the    
Company will not provide Stockholders with such a right.                        

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS ACTED UPON    

The Company is not aware of any interest that would be substantially  
affected through the change of the Company's name, change of the year end to    
12/31, amending and restating the Bylaws, authorization of Option Plan, or      
reverse splitting the issued and outstanding common stock, whether adversely    
or otherwise.                                                                   

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF   

  As of the Record Date, the Company's authorized capitalization consisted
of 200,000,000 shares of Common Stock, par value $.001 per share. As of the     
Record Date, there were 75,000,009 shares of Common Stock outstanding, all of   
which were fully paid, non-assessable and entitled to vote. Each share of       
Common Stock entitles its holder to one vote on each matter submitted to the    
Stockholder.                                                                    

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MATTERS VOTED UPON:                                                             

Effective April 18, 2002, the Board of Directors of Coronado approved 
the following items: (a) Change of Name of the Company from Coronado            
Explorations Ltd. to Naturol Holdings Ltd.; (b) Change of the year end to       
12/31 from 1/31; (c) amend and restate the Company's Bylaws; (d) authorize an   
Option Plan for two million (2,000,000) shares; and (e) reverse split the       
Company's issued and outstanding common stock on a 1 for 5 basis. The holder    
of a majority of the outstanding shares of Common Stock also approved these     
actions by written consent as of April 18, 2002. The Company anticipates        
filing the amendment to the Certificate of Incorporation with the Delaware      
Secretary of State on or about July 22, 2002. A copy of the amendment to the    
Certificate of Incorporation being filed with the Delaware Secretary of State   
is attached hereto as Exhibit A. A copy of the amended and restated Bylaws      
are attached hereto as Exhibit B. A copy of the Option Plan adopted by the      
Board of Directors and approved by the holders of a majority of the             
outstanding shares of Common Stock is attached hereto as Exhibit C.             

Amended Certificate of Incorporation being filed with the Secretary of State,   
State of Delaware:                                                              

On January 17, 2002, pursuant to a reverse triangular merger, Naturol,
Inc. became our wholly-owned subsidiary. As a result of this merger, our        
business focus and plan were changed to become a holding company for            
technologies related to the extraction of Oils and Bioactive compounds from     
natural materials. Naturol, Inc. plans to operate as the exclusive North        
American licensee for the purposes of commercializing all plant extraction      
technologies owned, patented or in development by MGA Holdings Ltd., formerly   
known as Naturol Limited of the Channel Islands (Jersey). The extraction        
technology offers a benign, safe, cost effective, high quality alternative to   
current extraction technologies employed in the global Nutraceutical,           
Pharmaceutical, Commodity Plant Oils and Food industries.                       

In connection with the merger our Board of Directors believes it is   
important that our corporate name be reflective of our future business          
enterprise. Accordingly, on April 18, 2002, our Board unanimously approved      
"Naturol Holdings Ltd." as our corporate name which requires amendment of our   
Certificate of Incorporation, which upon proper filing with the Secretary of    
State of Delaware, will change our name to "Naturol Holdings Ltd." A copy of    
the amendment to our Certificate of Incorporation is attached as Exhibit A.     

Upon effectiveness of the name change, certificates for shares of the 
Company's common stock issued under Coronado Explorations Ltd.'s name will      
continue to represent the same interest in the Company under the new name. It   
will not be necessary for stockholders to exchange their company stock          
certificates, although stockholders may exchange their certificates if they     
wish, at their sole expense.                                                    

  The  amendment to the Certificate of Incorporation will be filed  on  or
about July 22, 2002 after the expiration of the time period required in 14c-5   
of the Securities Exchange Act of 1934.                                         

Change of year end from 1/31 to 12/31:                                          

 The Company is proposing to change its year end from 1/31 to 12/31. The
basis for the year end change is to harmonize the release of the Company's      
quarterly and annual financial statements and operating results with the        
release of similar information by the majority of the companies in its          
industry. This will facilitate the comparison of the Company's financial and    
operating performance to other companies in its peer group.                     

DEF 14C 7th Page of 76 TOC 1st Previous Next ↓Bottom Just 7th
Amend and restate the Company's Bylaws:                                         

The Company's Bylaws will be amended and restated to change the number
of directors, change the Company's year end to 12/31 and update, expand and     
provide greater detail to the Bylaws to further define the manner by which      
the Company will be governed.                                                   

Authorization to adopt an Option Plan providing for Two million (2,000,000)     
shares of common stock:                                                         

The Company's board of directors adopted the 2002 Stock Option Plan on
April 18, 2002. The plan authorizes the Company to issue 2,000,000 shares of    
common stock for issuance upon exercise of options. The plan is intended to     
encourage directors, officers, employees and consultants of the Company to      
acquire ownership of Common Stock.  The opportunity so provided is intended     
to foster in participants a strong incentive to put forth maximum effort for    
the continued success and growth of the Company, to aid in retaining            
individuals who put forth such efforts, and to assist in attracting the best    
available individuals to the Company in the future. The Company's board of      
directors does not have any current intent to issue options under the plan.     

  Officers (including officers who are members of the Board of Directors),
directors (other than members of the Stock Option Committee (the "Committee")   
to be established to administer the Stock Option Plan) and other employees      
and consultants of the Company and its subsidiaries (if established) will be    
eligible to receive options under the planned Stock Option Plan.  The           
Committee will administer the Stock Option Plan and will determine those        
persons to whom options will be granted, the number of options to be granted,   
the provisions applicable to each grant and the time periods during which the   
options may be exercised.  No options may be granted more than ten years        
after the date of the adoption of the Stock Option Plan.                        

Unless the Committee, in its discretion, determines otherwise, non-   
qualified stock options will be granted with an option price equal to the       
fair market value of the shares of Common Stock to which the non-qualified      
stock option relates on the date of grant.  In no event may the option price    
with respect to an incentive stock option granted under the Stock Option Plan   
be less than the fair market value of such Common Stock to which the            
incentive stock option relates on the date the incentive stock option is        
granted.                                                                        

 Each option granted under the Stock Option Plan will be exercisable for
a term of not more than ten years after the date of grant.  Certain other       
restrictions will apply in connection with this Plan when some awards may be    
exercised.  In the event of a change of control (as defined in the Stock        
Option Plan), the date on which all options outstanding under the Stock         
Option Plan may first be exercised will be accelerated.  Generally, all         
options terminate 90 days after a change of control.                            

Reverse Split of the Company's common stock on a 1 for 5 basis:                 

The Board of Directors has approved an amendment to the certificate of
incorporation that would affect a reverse stock split of the outstanding        
common stock on the basis of one share for every five shares currently issued   
and outstanding. Each five shares of common stock outstanding on the            
Effective Date (as defined below) will be converted automatically into a        
single share of common stock. There will not be a change in the par value of    
the common stock of the Company. To avoid the existence of fractional shares    
of common stock, if a stockholder would otherwise be entitled to receive a      
fractional share, the number of shares to be received will be rounded up to     
the next whole share. The reverse stock split will occur automatically on the   
Effective Date without any action on the part of stockholders and without       
regard to the date certificates representing shares of common stock are         
physically surrendered for new certificates. A copy of the Amended              

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Certificate of Incorporation is attached to this proxy statement as Exhibit     
A.                                                                              

Stockholders will hold the same percentage interest in the Company as 
they held prior to the reverse stock split (subject only to minor variations    
as a result of the rounding of fractional shares), but their interest will be   
represented by one-fifth as many shares. For instance, if a stockholder         
presently owns 100 shares, after the reverse stock split they will own 20       
shares (100 divided by 5 equals 20 shares).                                     

 An increase in per share price of the Company's common stock, which the
Company expects as a consequence of the reverse stock split, may also enhance   
the acceptability of the common stock to the financial community and the        
investing public and potentially broaden the investor pool from which the       
Company might be able to obtain additional financing. Because of the trading    
volatility often associated with low-priced stocks, as a matter of policy,      
many institutional investors are prohibited from purchasing such stocks. For    
the same reason, brokers often discourage their customers from purchasing       
such stocks. To the extent that the per share price of the common stock         
increases as a result of the reverse stock split, some of these concerns may    
be ameliorated.                                                                 

Additionally, because broker's commissions on low-priced stocks       
generally represent a higher percentage of the stock price than commissions     
on higher-priced stocks, the current price per share price of the Company's     
common stock can result in individual stockholders paying transaction costs     
representing a higher percentage of their total share value than would be the   
case if the share price were higher. On the other hand, if the reverse stock    
split is implemented, the number of holders of fewer than 100 shares of         
common stock ("odd-lots") may be increased. Typically, brokerage fees charged   
on the transfer of odd lots are proportionately higher than those charged on    
the transfer of 100 or more shares of common stock ("round-lots").              

  The reduction in the number of outstanding shares of common stock caused
by the reverse stock split is anticipated initially to increase the per share   
market price of the common stock. However, because some investors may view      
the reverse stock split negatively, there can be no assurance that the market   
price of the common stock will reflect proportionately the reverse stock        
split, that any particular price may be achieved, or that any price gain will   
be sustained in the future.                                                     

POTENTIAL DISADVANTAGES TO THE REVERSE STOCK SPLIT                              

Reduced Market Capitalization. Theoretically, the overall value of the
Company will not change as a result of the reverse stock split so that          
reducing the number of shares outstanding by a factor of five would increase    
the per share price by a value of five. However, a reverse stock split is       
often viewed negatively by the market and, consequently, can lead to a          
decrease in the overall market capitalization of the Company. As a result,      
there is no mathematical certainty as to the increase in the price per share    
that might be expected as result of the reverse stock split, and there can be   
no assurance that the per share price will increase proportionately to the      
reverse stock split. If the per share price increases by a factor less than     
the one-for-five reverse stock split, then the overall market capitalization    
of the Company (its total market value) will be reduced.                        

Increased Volatility. The reverse stock split will reduce our         
outstanding common stock to approximately 15,000,002 shares of common stock.    
Of this amount, 9,931,261 shares are held by officers, directors, and           
stockholders owning in excess of 10% of the outstanding common stock. This      
results in approximately 5,068,741 shares held in the public float. This        
reduced number of shares could result in decreased liquidity in the trading     
market and potential mismatches between supply and demand in the market for     
the common stock at any given time, which could result in changes in the        
trading price unrelated to the activities or prospects of the Company.          

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Increased Transaction Costs. The number of shares held by each        
individual stockholder will be reduced to one-fifth of the number previously    
held if the reverse stock split is approved. This will increase the number of   
stockholders who hold less than a "round lot," or 100 shares. Typically, the    
transaction costs to stockholders selling "odd lots" are higher on a per        
share basis. Consequently, the reverse stock split could increase the           
transaction costs to existing stockholders in the event they wish to sell all   
or a portion of their position.                                                 

FEDERAL INCOME TAX CONSIDERATIONS                                               

  Neither the Company nor its stockholders will recognize any gain or loss
for federal income tax purposes as a result of the reverse stock split. This    
conclusion is based on the provisions of the Internal Revenue Code of 1986      
(the "Code"), existing and proposed regulations thereunder, legislative         
history, judicial decisions, and current administrative rulings and             
practices, all in effect on the date hereof. Any of these authorities could     
be repealed, overruled, or modified at any time. Any such change could be       
retroactive and, accordingly, could cause the tax consequences to vary          
substantially from the consequences described herein. No ruling from the        
Internal Revenue Service (the "IRS") with respect to the matters discussed      
herein has been requested, and there is no assurance that the IRS would agree   
with the conclusions set forth in this discussion. Accordingly, you should      
consult with your tax advisor.                                                  

 This discussion may not address certain federal income tax consequences
that may be relevant to particular stockholders in light of their personal      
circumstances (such as persons subject to the alternative minimum tax) or to    
certain types of stockholders (such as dealers in securities, insurance         
companies, foreign individuals and entities, financial institutions, and tax-   
exempt entities) who may be subject to special treatment under the federal      
income tax laws. This discussion also does not address any tax consequences     
under state, local, or foreign laws.                                            

You are urged to consult your tax adviser as to the particular tax    
consequences to you of the reverse stock split, including the applicability     
of any state, local, or foreign tax laws, changes in applicable tax laws, and   
any pending or proposed legislation.                                            

Vote of Stockholders                                                            

 In accordance with the Delaware General Corporate Law (the "DGCL"), the
written consent of a majority of the shares of common stock (at least           
37,500,005 shares) in favor of the: (a) change of Name of the Company from      
Coronado Explorations Ltd. to Naturol Holdings Ltd.; (b) change of the year     
end to 12/31 from 1/31; (c) amend and restate the Company's Bylaws; (d)         
authorize an Option Plan for two million (2,000,000) shares of common stock;    
and (e) reverse split the Company's issued and outstanding common stock on a    
1 for 5 basis; was required for the approval of these proposals. The required   
vote to approve these proposals was obtained by the Company on April 18,        
2002, when Willow Holdings, Inc. voted their 49,656,305 shares in favor of      
the proposals, which vote represented approximately 66% of the outstanding      
shares of common stock.                                                         

This Information Statement is first being mailed on or about June 28, 
2002. The Company will pay the expenses of furnishing this Information          
Statement, including the costs of preparing, assembling and mailing this        
Information Statement. This Information Statement constitutes notice to the     
Company's stockholders of corporate action by stockholders without a meeting    
as required by Section 228(d) of the DGCL.                                      

The date of this Information Statement is June 28, 2002.              

DEF 14C 10th Page of 76 TOC 1st Previous Next ↓Bottom Just 10th
SECURITY OWNERSHIP OF OFFICERS, DIRECTORS AND BENEFICIAL HOLDERS    

  The following table sets forth the beneficial ownership of the Company's
common stock of each beneficial owner of more than 5% of the common stock,      
director, officer, and all directors and officers of the Company as a group:    

                                                                [Download Table]

                                                     Number       Percent  
Name of Owner (1)                                   of Shares     Of Class 
                                                       (1)          (2)    
                                                                           
Willow Holdings, Inc. (3)                            49,656,305         66%
Paul McClory, President and Chairman of the                                
Board (4)                                            49,656,305         66%
Isaac Moss, Secretary/Treasurer and director                  0          0%
Michael J. Ram, director                                      0          0%
Michael Davenhill, director                                   0          0%
Officers and Directors as a Group                    49,656,305         66%


(1)  As  used in this table, "beneficial ownership" means the sole or  shared   
power to vote, or to direct the voting of, a security, or the sole or shared    
investment power with respect to a security (i.e., the power to dispose of,     
or to direct the disposition of, a security).                                   
(2)  Figures are rounded to the nearest percentage.                             
(3)  Willow Holdings, Inc. acquired their shares on January 17, 2002 as  part   
of the reverse triangular merger. Willow Holdings, Inc. was the majority        
stockholder of Naturol, Inc. Willow Holdings, Inc. provided the majority vote   
necessary  to  effectuate all of the actions stated in this  Information        
Statement.                                                                      
(4)  Mr.  McClory  has  the  power to direct the voting of  Willow  Holdings,   
Inc.'s shares.                                                                  

OFFICERS AND DIRECTORS OF THE COMPANY   

The members of our board of directors serve for one year terms and are
elected at the next annual meeting of shareholders, or until their successors   
have been elected.  The officers serve at the pleasure of the board of          
directors.  Information as to the directors and executive officers are as       
follows:                                                                        

                                                                [Download Table]

Name                    Age             Positions and Offices held   
                                                                     
Paul McClory            61      CEO, President, Chairman and Director
Isaac Moss              49      Secretary, Treasurer and Director    
Michael J. Ram          61      Director                             
Michael Davenhill       60      Director, Chief Financial Officer    


Paul G. McClory, age 61, is Chairman of the Board & Chief Executive Officer     
of the Company. Mr. McClory is the founder of Naturol, Inc. and Naturol         
Limited. Since founding Naturol Limited in 1998, Mr. McClory has been           
striving to develop alternative innovative, cost effective proprietary          
technology for the extraction of valuable essential oils and bio active         
compounds from plants for the pharmaceutical, nutraceutical, flavor and         
fragrance industries. Mr. McClory has a background in international business    
and bringing environmental and other technologies to commercial reality. Mr.    
McClory was a founding director and shareholder of Advanced Material            
Resources, currently listed on the Toronto Stock Exchange. In 1990 Mr.          
McClory founded North American Tire Recycling which was taken over by a         
NASDAQ listed company in 1992.                                                  

Isaac Moss, age 49, is Secretary/Treasurer and a Director of the Company.       
For the past ten years Isaac Moss has specialized in providing investment       
banking and strategic business advisory services, initially as an independent   
consultant, and more recently under Securities Trading Services, Inc. of        
Geneva, Switzerland. Mr. Moss is a graduate of the University of Cape Town      

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and has a Bachelor of Social Science, Masters Degree in Public                  
Administration, and a post-graduate business qualification.                     

Michael J. Ram, age 61, is a Director of the Company. Dr. Ram received his      
B.S. from Lafayette College, and his M.S. and D.Sc in chemical engineering      
from New Jersey Institute of Technology. He obtained his law degree from        
Seton Hall Law School in 1972, and has been practicing in the field of          
intellectual property law since 1973. Dr. Ram, holder of more than 20 U.S.      
patents, is admitted to practice before the United States Patent & Trademark    
Office and the state bars of California, New York, and New Jersey. Prior to     
entering private practice, Dr. Ram was a Senior Research Engineer with          
Celanese Research Company, Patent Counsel and Director of Technical Liaison     
for C.R.Bard, Inc.; Vice President of Research & Development for Starr          
Surgical; and General Counsel for Kabi Pharmacia Ophthalmics, Inc. From 1992    
to 1997 he was Senior Counsel with Loeb & Loeb and from 1997 to 1999 he was a   
partner of Arant, Kleinberg, Lerner & Ram, both of which were Los Angeles law   
firms. Since 1999 he has been Senior Counsel with Koppel & Jacobs.              

Michael Davenhill, age 60, is a Director and Chief Financial Officer of the     
Company. From February 1990 to present, Mr. Davenhill has been self employed    
as a financial consultant specializing in the development of embryonic          
companies with potential, in need of resources and possible hands-on            
operational financial assistance. Additionally, Mr. Davenhill currently is a    
director of FAS International Limited, which is quoted on the Canadian          
Venture Exchange. Michael Davenhill has had a forty-year career in the area     
of financial management with some major multinational corporations. He has      
held the position of Senior Executive in the Financial Section of the           
Unilever Corporation, Financial Controller Schlumberger Limited - Dow           
Chemical joint venture, Chief Financial Officer Schlumberger Limited Africa     
Division, Financial Director Teleco Inc. - Elf Aquitaine venture, a division    
of Schlumberger Limited, Financial Director J. Walter Thompson Group Ltd. and   
Financial Director Benton & Bowles, Marshall Cavendish. Mr. Davenhill has a     
Masters Degree from Oxford University.                                          

There are no family relationships between any of the above persons    

2002 STOCK OPTION PLAN    

The Company's 2002 Stock Option Plan authorizes the Company to issue  
2,000,000 shares of common stock for issuance upon exercise of options. The     
plan is intended to encourage directors, officers, employees and consultants    
of the Company to acquire ownership of Common Stock.  The opportunity so        
provided is intended to foster in participants a strong incentive to put        
forth maximum effort for the continued success and growth of the Company, to    
aid in retaining individuals who put forth such efforts, and to assist in       
attracting the best available individuals to the Company in the future.         

  Officers (including officers who are members of the Board of Directors),
directors (other than members of the Stock Option Committee (the "Committee")   
to be established to administer the Stock Option Plan) and other employees      
and consultants of the Company and its subsidiaries (if established) will be    
eligible to receive options under the planned Stock Option Plan.  The           
Committee will administer the Stock Option Plan and will determine those        
persons to whom options will be granted, the number of options to be granted,   
the provisions applicable to each grant and the time periods during which the   
options may be exercised.  No options may be granted more than ten years        
after the date of the adoption of the Stock Option Plan.                        

Unless the Committee, in its discretion, determines otherwise, non-   
qualified stock options will be granted with an option price equal to the       
fair market value of the shares of Common Stock to which the non-qualified      
stock option relates on the date of grant.  In no event may the option price    

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with respect to an incentive stock option granted under the Stock Option Plan   
be less than the fair market value of such Common Stock to which the            
incentive stock option relates on the date the incentive stock option is        
granted.                                                                        

 Each option granted under the Stock Option Plan will be exercisable for
a term of not more than ten years after the date of grant.  Certain other       
restrictions will apply in connection with this Plan when some awards may be    
exercised.  In the event of a change of control (as defined in the Stock        
Option Plan), the date on which all options outstanding under the Stock         
Option Plan may first be exercised will be accelerated.  Generally, all         
options terminate 90 days after a change of control.                            

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 also be 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 10-KSB, for the year ended January
31, 2002, has been incorporated herein by this reference.                       

The Company's Quarterly Reports on Form 10-QSB, for the quarters ended
October 31, 2001 and April 30, 2002, have been incorporated herein by this      
reference.                                                                      

The Company's Current Reports on Form 8-K, dated January 25, 2001,  
April 26, 2002 and May 1, 2002, have been incorporated herein by this           
reference.                                                                      

The Company will provide without charge to each person, including any 
beneficial owner of such 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).                             

  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 of 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.     

We are not asking you for a proxy and you are requested not to send us a    
proxy.    

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Exhibit A - Amendment to Certificate of Incorporation                           

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CERTIFICATE OF AMENDMENT OF   
CERTIFICATE OF INCORPORATION OF   
CORONADO EXPLORATIONS LTD.    
a Delaware corporation    

CORONADO EXPLORATIONS LTD., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "General              
Corporation Law")                                                               

DOES HEREBY CERTIFY:                                                  

FIRST:  That on April 18, 2002, the Board of Directors duly adopted a 
resolution proposing to amend the Certificate of Incorporation of this          
corporation, declaring said amendment to be advisable and in the best           
interest of this corporation and its stockholders, and, by written consent in   
accordance with Section 228 of the General Corporation Law, the stockholders    
of this corporation consented to the resolutions setting forth the proposed     
amendment, which resolutions are as follows:                                    

       RESOLVED, that the Certificate of Incorporation of this Corporation
be amended by amending ARTICLE I to read as follows:                  

ARTICLE I   

The name of this corporation shall be:                                

NATUROL HOLDINGS LTD.   

  FURTHER   RESOLVED,  that  the  Certificate  of  Incorporation  of  this
       Corporation be amended by amending the first paragraph  of  Article
III to read as follows:                                     

ARTICLE III   

  The  aggregate  number  of  shares  which  the  corporation  shall  have
  authority  to  issue is Two Hundred Million (200,000,000) Common  Shares
  ("Common  Stock"), with a par value of One Mil ($.001) per share.   Upon
  the  amendment  of this Article III to read as herein  set  forth,  each
  outstanding share of the Corporation's Common Stock as of July 22,  2002
  shall  be  reverse split on a 1 for 5 basis, resulting  in  a  total  of
  15,000,002  shares  of  this  Corporation's  Common  Stock  issued   and
outstanding.                                                          

  SECOND:   The  foregoing amendment was approved by the  holders  of  the
requisite number of shares of said corporation in accordance with Section 228   
and 242 of the General Corporation Law.                                         

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  THIRD:  That said amendments were duly adopted by the Board of Directors
on April 18, 2002 in accordance with the provisions of Section 141(f) of the    
General Corporation Law.                                                        

IN WITNESS WHEREOF, this Certificate of Amendment of Certificate of   
Incorporation has been signed by the President of this corporation as of [to    
be executed and filed on July 22, 2002].                                        

          By: __________________________
           Paul McClory, President

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Exhibit B - Amended and Restated Bylaws                           

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AMENDED AND RESTATED    
BYLAWS    

OF    

NATUROL HOLDINGS LTD.   
a Delaware corporation    

ARTICLE I   

OFFICES   

       Section 1.     PRINCIPAL OFFICES.  The principal office shall be in
the City of Las Vegas, County of Clark, State of Nevada.                        

       Section  2.     OTHER OFFICES.  The board of directors may  at  any
time establish branch or subordinate offices at any place or places where the   
corporation is qualified to do business.                                        

ARTICLE II    

MEETINGS OF STOCKHOLDERS    

       Section  1.     PLACE OF MEETINGS.  Meetings of stockholders  shall
be  held  at any place within or without the State of Delaware designated  by   
the   board   of   directors.   In  the  absence  of  any  such  designation,   
stockholders' meetings shall be held at the principal executive office of the   
corporation.                                                                    

       Section   2.       ANNUAL   MEETINGS.   The  annual   meetings   of
stockholders  shall be held at a date and time designated  by  the  board  of   
directors.   (At  such  meetings, directors shall be elected  and  any  other   
proper business may be transacted by a plurality vote of stockholders.)         

       Section  3.      SPECIAL  MEETINGS.   A  special  meeting  of   the
stockholders,  for any purpose or purposes whatsoever, unless  prescribed  by   
statute or by the articles of incorporation, may be called at any time by the   
president and shall be called by the president or secretary at the request in   
writing of a majority of the board of directors, or at the request in writing   
of  stockholders holding shares in the aggregate entitled to  cast  not  less   
than a majority of the votes at any such meeting.                               

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       The  request  shall  be in writing, specifying  the  time  of  such
meeting,  the  place  where it is to be held and the general  nature  of  the   
business proposed to be transacted, and shall be delivered personally or sent   
by  registered mail or by telegraphic or other facsimile transmission to  the   
chairman of the board, the president, any vice president or the secretary  of   
the  corporation.  The officer receiving such request forthwith  shall  cause   
notice  to be given to the stockholders entitled to vote, in accordance  with   
the provisions of Sections 4 and 5 of this Article II, that a meeting will be   
held at the time requested by the person or persons calling the meeting,  not   
less than thirty-five (35) nor more than sixty (60) days after the receipt of   
the  request.   If  the  notice is not given within twenty  (20)  days  after   
receipt of the request, the person or persons requesting the meeting may give   
the  notice.  Nothing contained in this paragraph of this Section 3 shall  be   
construed  as  limiting,  fixing or affecting the  time  when  a  meeting  of   
stockholders called by action of the board of directors may be held.            

       Section  4.      NOTICE OF STOCKHOLDERS' MEETINGS.  All notices  of
meetings of stockholders shall be sent or otherwise given in accordance  with   
Section 5 of this Article II not less than ten (10) nor more than sixty  (60)   
days  before the date of the meeting being noticed.  The notice shall specify   
the  place,  date and hour of the meeting and (i) in the case  of  a  special   
meeting the general nature of the business to be transacted, or (ii)  in  the   
case of the annual meeting those matters which the board of directors, at the   
time of giving the notice, intends to present for action by the stockholders.   
The  notice of any meeting at which directors are to be elected shall include   
the  name  of  any  nominee or nominees which, at the  time  of  the  notice,   
management intends to present for election.                                     

       If  action  is proposed to be taken at any meeting for approval  of
(i)  contracts or transactions in which a director has a direct  or  indirect   
financial interest, (ii) an amendment to the articles of incorporation, (iii)   
a  reorganization of the corporation, (iv) dissolution of the corporation, or   
(v) a distribution to preferred stockholders, the notice shall also state the   
general nature of such proposal.                                                

       Section  5.      MANNER  OF  GIVING NOTICE;  AFFIDAVIT  OF  NOTICE.
Notice of any meeting of stockholders shall be given either personally or  by   
first-class  mail  or  telegraphic or other  written  communication,  charges   
prepaid,  addressed  to the stockholder at the address  of  such  stockholder   
appearing on the books of the corporation or given by the stockholder to  the   
corporation  for the purpose of notice.  If no such address  appears  on  the   
corporation's books or is given, notice shall be deemed to have been given if   
sent by mail or telegram to the corporation's principal executive office,  or   
if  published  at  least once in a newspaper of general  circulation  in  the   
county where this office is located.  Personal delivery of any such notice to   

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any officer of a corporation or association or to any member of a partnership   
shall constitute delivery of such notice to such corporation, association  or   
partnership.   Notice shall be deemed to have been given  at  the  time  when   
delivered  personally or deposited in the mail or sent by telegram  or  other   
means  of written communication.  In the event of the transfer of stock after   
delivery or mailing of the notice of and prior to the holding of the meeting,   
it  shall  not be necessary to deliver or mail notice of the meeting  to  the   
transferee.                                                                     

       If  any  notice addressed to a stockholder at the address  of  such
stockholder  appearing on the books of the corporation  is  returned  to  the   
corporation by the United States Postal Service marked to indicate  that  the   
United  States  Postal  Service  is unable  to  deliver  the  notice  to  the   
stockholder at such address, all future notices or reports shall be deemed to   
have  been  duly given without further mailing if the same shall be available   
to  the  stockholder upon written demand of the stockholder at the  principal   
executive office of the corporation for a period of one year from the date of   
the giving of such notice.                                                      

       An  affidavit of the mailing or other means of giving any notice of
any  stockholders'  meeting  shall be executed by  the  secretary,  assistant   
secretary  or any transfer agent of the corporation giving such  notice,  and   
shall be filed and maintained in the minute book of the corporation.            

       Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.                                   

       Section 6.     QUORUM.  The presence in person or by proxy  of  the
holders  of  a  majority of the shares entitled to vote  at  any  meeting  of   
stockholders  shall  constitute a quorum for  the  transaction  of  business,   
except  as  otherwise provided by statute or the articles  of  incorporation.   
The  stockholders present at a duly called or held meeting at which a  quorum   
is present may continue to do business until adjournment, notwithstanding the   
withdrawal of enough stockholders to leave less than a quorum, if any  action   
taken  (other  than adjournment) is approved by at least a  majority  of  the   
shares required to constitute a quorum.                                         

       Section   7.       ADJOURNED  MEETING  AND  NOTICE  THEREOF.    Any
stockholders' meeting, annual or special, whether or not a quorum is present,   
may  be adjourned from time to time by the vote of the majority of the shares   
represented at such meeting, either in person or by proxy, but in the absence   
of a quorum, no other business may be transacted at such meeting.               

       When  any  meeting of stockholders, either annual  or  special,  is
adjourned to another time or place, notice need not be given of the adjourned   

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meeting if the time and place thereof are announced at a meeting at which the   
adjournment is taken.  At any adjourned meeting the corporation may  transact   
any business which might have been transacted at the original meeting.          

       Section  8.      VOTING.   Unless  a record  date  set  for  voting
purposes  be  fixed as provided in Section 1 of Article VII of these  bylaws,   
only  persons  in  whose names shares entitled to vote  stand  on  the  stock   
records of the corporation at the close of business on the business day  next   
preceding the day on which notice is given (or, if notice is waived,  at  the   
close  of  business on the business day next preceding the day on  which  the   
meeting  is held) shall be entitled to vote at such meeting.  Any stockholder   
entitled to vote on any matter other than elections of directors or officers,   
may  vote part of the shares in favor of the proposal and refrain from voting   
the  remaining  shares  or  vote  them against  the  proposal,  but,  if  the   
stockholder fails to specify the number of shares such stockholder is  voting   
affirmatively,  it  will  be  conclusively presumed  that  the  stockholder's   
approving vote is with respect to all shares such stockholder is entitled  to   
vote.   Such vote may be by voice vote or by ballot; provided, however,  that   
all elections for directors must be by ballot upon demand by a stockholder at   
any election and before the voting begins.                                      

       When a quorum is present or represented at any meeting, the vote of
the  holders of a majority of the stock having voting power present in person   
or  represented  by  proxy  shall decide any  question  brought  before  such   
meeting,  unless the question is one upon which by express provision  of  the   
statutes or of the articles of incorporation a different vote is required  in   
which  case  such express provision shall govern and control the decision  of   
such  question.   Every  stockholder of record of the  corporation  shall  be   
entitled at each meeting of stockholders to one vote for each share of  stock   
standing in his name on the books of the corporation.                           

       Section  9.     WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS.
The  transactions at any meeting of stockholders, either annual  or  special,   
however  called and noticed, and wherever held, shall be as valid  as  though   
had  at  a  meeting duly held after regular call and notice, if a  quorum  be   
present  either  in person or by proxy, and if, either before  or  after  the   
meeting,  each person entitled to vote, not present in person  or  by  proxy,   
signs a written waiver of notice or a consent to a holding of the meeting, or   
an approval of the minutes thereof.  The waiver of notice or consent need not   
specify either the business to be transacted or the purpose of any regular or   
special  meeting of stockholders, except that if action is taken or  proposed   
to  be  taken  for approval of any of those matters specified in  the  second   
paragraph  of Section 4 of this Article II, the waiver of notice  or  consent   

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shall  state the general nature of such proposal.  All such waivers, consents   
or  approvals shall be filed with the corporate records or made a part of the   
minutes of the meeting.                                                         

       Attendance of a person at a meeting shall also constitute a  waiver
of  notice  of such meeting, except when the person objects, at the beginning   
of the meeting, to the transaction of any business because the meeting is not   
lawfully called or convened, and except that attendance at a meeting is not a   
waiver of any right to object to the consideration of matters not included in   
the notice if such objection is expressly made at the meeting.                  

       Section  10.     STOCKHOLDER ACTION BY WRITTEN  CONSENT  WITHOUT  A
MEETING.   Any action which may be taken at any annual or special meeting  of   
stockholders  may be taken without a meeting and without prior notice,  if  a   
consent  in  writing, setting forth the action so taken,  is  signed  by  the   
holders  of  outstanding shares having not less than the  minimum  number  of   
votes  that would be necessary to authorize or take such action at a  meeting   
at  which  all shares entitled to vote thereon were present and  voted.   All   
such  consents shall be filed with the secretary of the corporation and shall   
be  maintained  in the corporate records.  Any stockholder giving  a  written   
consent, or the stockholder's proxy holders, or a transferee of the shares of   
a  personal  representative  of the stockholder  of  their  respective  proxy   
holders, may revoke the consent by a writing received by the secretary of the   
corporation prior to the time that written consents of the number  of  shares   
required to authorize the proposed action have been filed with the secretary.   

       Section  11.     PROXIES.   Every  person  entitled  to  vote   for
directors  or  on any other matter shall have the right to do  so  either  in   
person  or by one or more agents authorized by a written proxy signed by  the   
person  and  filed with the secretary of the corporation.  A proxy  shall  be   
deemed  signed if the stockholder's name is placed on the proxy  (whether  by   
manual signature, typewriting, telegraphic transmission or otherwise) by  the   
stockholder or the stockholder's attorney in fact.  A validly executed  proxy   
which does not state that it is irrevocable shall continue in full force  and   
effect  unless revoked by the person executing it, prior to the vote pursuant   
thereto, by a writing delivered to the corporation stating that the proxy  is   
revoked  or  by a subsequent proxy executed by, or attendance at the  meeting   
and  voting  in person by the person executing the proxy; provided,  however,   
that no such proxy shall be valid after the expiration of six (6) months from   
the date of such proxy, unless coupled with an interest, or unless the person   
executing it specifies therein the length of time for which it is to continue   
in  force, which in no case shall exceed seven (7) years from the date of its   
execution.   Subject to the above and the provisions of the Delaware  General   
Corporation Law, any proxy duly executed is not revoked and continues in full   

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force  and  effect until an instrument revoking it or a duly  executed  proxy   
bearing a later date is filed with the secretary of the corporation.            

       Section  12.     INSPECTORS OF ELECTION.   Before  any  meeting  of
stockholders,  the  board of directors may appoint  any  persons  other  than   
nominees  for office to act as inspectors of election at the meeting  or  its   
adjournment.  If no inspectors of election are appointed, the chairman of the   
meeting  may,  and  on  the request of any stockholder or  his  proxy  shall,   
appoint  inspectors  of election at the meeting.  The  number  of  inspectors   
shall  be  either  one (1) or three (3).  If inspectors are  appointed  at  a   
meeting on the request of one or more stockholders or proxies, the holders of   
a  majority of shares or their proxies present at the meeting shall determine   
whether  one (1) or three (3) inspectors are to be appointed.  If any  person   
appointed  as  inspector  fails to appear or fails or  refuses  to  act,  the   
vacancy  may  be filled by appointment by the board of directors  before  the   
meeting, or by the chairman at the meeting.                                     

The duties of these inspectors shall be as follows:         

            (a)  Determine the number of shares outstanding and the voting
power  of  each,  the shares represented at the meeting, the existence  of  a   
quorum, and the authenticity, validity, and effect of proxies;                  

(b)  Receive votes, ballots, or consents;         

            (c)   Hear and determine all challenges and questions  in  any
way arising in connection with the right to vote;                               

(d)  Count and tabulate all votes or consents;    

(e)  Determine the election result; and           

            (f)   Do  any  other acts that may be proper  to  conduct  the
election or vote with fairness to all stockholders.                             

ARTICLE III   

DIRECTORS   

       Section  1.     POWERS.  Subject to the provisions of the  Delaware
General  Corporation Law and any limitations in the articles of incorporation   
and  these  bylaws  relating  to  action  required  to  be  approved  by  the   
stockholders  or by the outstanding shares, the business and affairs  of  the   

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corporation  shall be managed and all corporate powers shall be exercised  by   
or under the direction of the board of directors.                               

       Without  prejudice to such general powers, but subject to the  same
limitations,  it is hereby expressly declared that the directors  shall  have   
the power and authority to:                                                     

            (a)  Select and remove all officers, agents, and employees  of
the  corporation, prescribe such powers and duties for them  as  may  not  be   
inconsistent  with law, with the articles of incorporation or  these  bylaws,   
fix their compensation, and require from them security for faithful service.    

            (b)   Change  the principal executive office or the  principal
business  office  from one location to another; cause the corporation  to  be   
qualified  to  do  business  in any other state,  territory,  dependency,  or   
foreign  country and conduct business within or without the State;  designate   
any  place  within or without the State for the holding of any  stockholders'   
meeting,  or  meetings,  including annual meetings; adopt,  make  and  use  a   
corporate  seal, and prescribe the forms of certificates of stock, and  alter   
the  form of such seal and of such certificates from time to time as in their   
judgment  they  may deem best, provided that such forms shall  at  all  times   
comply with the provisions of law.                                              

            (c)   Authorize  the  issuance  of  shares  of  stock  of  the
corporation  from  time  to  time, upon such  terms  as  may  be  lawful,  in   
consideration of money paid, labor done or services actually rendered,  debts   
or securities cancelled, tangible or intangible property actually received.     

            (d)   Borrow  money and incur indebtedness for the purpose  of
the  corporation,  and cause to be executed and delivered  therefor,  in  the   
corporate  name,  promissory  notes,  bonds,  debentures,  deeds  of   trust,   
mortgages, pledges, hypothecations, or other evidences of debt and securities   
therefor.                                                                       

       Section  2.      NUMBER  OF  DIRECTORS.  The authorized  number  of
directors  shall  be no fewer than three (3) nor more than  seven  (7).   The   
exact  number of authorized directors shall be set by resolution of the board   
of  directors,  within the limits specified above.  The  maximum  or  minimum   
number  of directors cannot be changed, nor can a fixed number be substituted   
for  the  maximum and minimum numbers, except by a duly adopted amendment  to   
this bylaw duly approved by a majority of the outstanding shares entitled  to   
vote.                                                                           

       Section  3.      QUALIFICATION, ELECTION  AND  TERM  OF  OFFICE  OF
DIRECTORS.   Directors  shall  be  elected at  each  annual  meeting  of  the   

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stockholders to hold office until the next annual meeting, but  if  any  such   
annual  meeting is not held or the directors are not elected  at  any  annual   
meeting,  the directors may be elected at any special meeting of stockholders   
held  for  that  purpose, or at the next annual meeting of stockholders  held   
thereafter.  Each director, including a director elected to fill  a  vacancy,   
shall  hold  office  until the expiration of the term for which  elected  and   
until  a  successor  has  been elected and qualified  or  until  his  earlier   
resignation or removal or his office has been declared vacant in  the  manner   
provided in these bylaws.  Directors need not be stockholders.                  

       Section  4.     RESIGNATION AND REMOVAL OF DIRECTORS.  Any director
may resign effective upon giving written notice to the chairman of the board,   
the  president,  the secretary or the board of directors of the  corporation,   
unless  the  notice  specifies a later time for  the  effectiveness  of  such   
resignation, in which case such resignation shall be effective  at  the  time   
specified.   Unless such resignation specifies otherwise, its  acceptance  by   
the  corporation shall not be necessary to make it effective.  The  board  of   
directors  may declare vacant the office of a director who has been  declared   
of  unsound mind by an order of a court or convicted of a felony.  Any or all   
of  the directors may be removed without cause of such removal is approved by   
the  affirmative  vote of a majority of the outstanding  shares  entitled  to   
vote.   No  reduction of the authorized number of directors  shall  have  the   
effect of removing any director before his term of office expires.              

       Section 5.     VACANCIES.  Vacancies in the board of directors, may
be  filled  by  a  majority of the remaining directors, though  less  than  a   
quorum, or by a sole remaining director.  Each director so elected shall hold   
office  until  the  next  annual  meeting of the  stockholders  and  until  a   
successor has been elected and qualified.                                       

       A  vacancy  in  the board of directors exists as to any  authorized
position  of  directors which is not then filled by a duly elected  director,   
whether  caused  by death, resignation, removal, increase in  the  authorized   
number of directors or otherwise.                                               

       The  stockholders may elect a director or directors at any time  to
fill  any  vacancy  or vacancies not filled by the directors,  but  any  such   
election  by written consent shall require the consent of a majority  of  the   
outstanding  shares entitled to vote.  If the resignation of  a  director  is   
effective  at a future time, the board of directors may elect a successor  to   
take office when the resignation becomes effective.                             

       If after the filling of any vacancy by the directors, the directors
then  in  office  who have been elected by the stockholders shall  constitute   

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less  than a majority of the directors then in office, any holder or  holders   
of  an aggregate of five percent or more of the total number of shares at the   
time  outstanding  having the right to vote for such  directors  may  call  a   
special  meeting of the stockholders to elect the entire board.  The term  of   
office  of any director not elected by the stockholders shall terminate  upon   
the election of a successor.                                                    

       Section 6.     PLACE OF MEETINGS.  Regular meetings of the board of
directors shall be held at any place within or without the State of  Delaware   
that  has  been designated from time to time by resolution of the board.   In   
the  absence  of  such designation, regular meetings shall  be  held  at  the   
principal executive office of the corporation.  Special meetings of the board   
shall  be held at any place within or without the State of Delaware that  has   
been  designated in the notice of the meeting or, if not stated in the notice   
or there is not notice, at the principal executive office of the corporation.   
Any  meeting,  regular  or  special, may be held by conference  telephone  or   
similar  communication equipment, so long as all directors  participating  in   
such meeting can hear one another, and all such directors shall be deemed  to   
be present in person at such meeting.                                           

       Section 7.     ANNUAL MEETINGS.  Immediately following each  annual
meeting  of stockholders, the board of directors shall hold a regular meeting   
for  the  purpose of transaction of other business.  Notice of  this  meeting   
shall not be required.                                                          

       Section  8.     OTHER REGULAR MEETINGS.  Other regular meetings  of
the  board of directors shall be held without call at such time as shall from   
time  to time be fixed by the board of directors.  Such regular meetings  may   
be  held without notice, provided the notice of any change in the time of any   
such meetings shall be given to all of the directors.  Notice of a change  in   
the  determination of the time shall be given to each director  in  the  same   
manner as notice for special meetings of the board of directors.                

       Section 9.     SPECIAL MEETINGS.  Special meetings of the board  of
directors  for  any  purpose or purposes may be called at  any  time  by  the   
chairman of the board or the president or any vice president or the secretary   
or any two directors.                                                           

       Notice of the time and place of special meetings shall be delivered
personally  or by telephone to each director or sent by first-class  mail  or   
telegram,  charges prepaid, addressed to each director at his or her  address   
as  it is shown upon the records of the corporation.  In case such notice  is   
mailed,  it  shall be deposited in the United States mail at least  four  (4)   
days prior to the time of the holding of the meeting.  In case such notice is   
delivered  personally,  or by telephone or telegram, it  shall  be  delivered   

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personally  or by telephone or to the telegraph company at least  forty-eight   
(48)  hours prior to the time of the holding of the meeting.  Any oral notice   
given  personally or by telephone may be communicated to either the  director   
or to a person at the office of the director who the person giving the notice   
has  reason  to  believe will promptly communicate it to the  director.   The   
notice  need  not  specify the purpose of the meeting nor the  place  if  the   
meeting is to be held at the principal executive office of the corporation.     

       Section  10.     QUORUM.   A majority of the authorized  number  of
directors  shall constitute a quorum for the transaction of business,  except   
to adjourn as hereinafter provided.  Every act or decision done or made by  a   
majority of the directors present at a meeting duly held at which a quorum is   
present  shall be regarded as the act of the board of directors,  subject  to   
the provisions of the Delaware General Corporation Law. A meeting at which  a   
quorum is initially present may continue to transact business notwithstanding   
the  withdrawal of directors, if any action taken is approved by at  least  a   
majority of the required quorum for such meeting.                               

       Section  11.    WAIVER OF NOTICE.  The transactions of any  meeting
of the board of directors, however called and noticed or wherever held, shall   
be  as  valid  as  though had at a meeting duly held after regular  call  and   
notice  if  a  quorum be present and if, either before or after the  meeting,   
each of the directors not present signs a written waiver of notice, a consent   
to  holding the meeting or an approval of the minutes thereof.  The waiver of   
notice  of  consent  need not specify the purpose of the meeting.   All  such   
waivers, consents and approvals shall be filed with the corporate records  or   
made a part of the minutes of the meeting.  Notice of a meeting shall also be   
deemed  given  to  any  director who attends the meeting without  protesting,   
prior thereto or at its commencement, the lack of notice to such director.      

       Section  12.    ADJOURNMENT.  A majority of the directors  present,
whether or not constituting a quorum, may adjourn any meeting to another time   
and place.                                                                      

       Section 13.    NOTICE OF ADJOURNMENT.  Notice of the time and place
of  holding  an  adjourned meeting need not be given, unless the  meeting  is   
adjourned for more than twenty-four (24) hours, in which case notice of  such   
time and place shall be given prior to the time of the adjourned meeting,  in   
the  manner specified in Section 8 of this Article III, to the directors  who   
were not present at the time of the adjournment.                                

       Section  14.     ACTION  WITHOUT MEETING.  Any action  required  or
permitted  to  be  taken by the board of directors may  be  taken  without  a   
meeting,  if  all  members  of the board shall individually  or  collectively   

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consent in writing to such action.  Such action by written consent shall have   
the  same  force  and effect as a unanimous vote of the board  of  directors.   
Such  written  consent or consents shall be filed with  the  minutes  of  the   
proceedings of the board.                                                       

       Section  15.    FEES AND COMPENSATION OF DIRECTORS.  Directors  and
members  of  committees  may receive such compensation,  if  any,  for  their   
services,  and such reimbursement of expenses, as may be fixed or  determined   
by  resolution of the board of directors.  Nothing herein contained shall  be   
construed to preclude any director from serving the corporation in any  other   
capacity  as  an  officer,  agent,  employee,  or  otherwise,  and  receiving   
compensation  for  such services.  Members of special or standing  committees   
may be allowed like compensation for attending committee meetings.              

ARTICLE IV    

COMMITTEES    

       Section  1.      COMMITTEES OF DIRECTORS.  The board  of  directors
may,  by  resolution  adopted  by a majority  of  the  authorized  number  of   
directors, designate one or more committees, each consisting of one  or  more   
directors,  to  serve at the pleasure of the board.  The board may  designate   
one or more directors as alternate members of any committees, who may replace   
any  absent  member at any meeting of the committee.  Any such committee,  to   
the  extent  provided  in the resolution of the board,  shall  have  all  the   
authority of the board, except with regard to:                                  

            (a)   the  approval  of any action which, under  the  Delaware
General Corporation Law, also requires stockholders' approval or approval  of   
the outstanding shares;                                                         

            (b)   the filing of vacancies on the board of directors or  in
any committees;                                                                 

            (c)   the  fixing of compensation of the directors for serving
on the board or on any committee;                                               

            (d)   the amendment or repeal of bylaws or the adoption of new
bylaws;                                                                         

            (e)  the amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;         

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            (f)   a  distribution to the stockholders of the  corporation,
except  at  a rate or in a periodic amount or within a price range determined   
by the board of directors; or                                                   

            (g)   the appointment of any other committees of the board  of
directors or the members thereof.                                               

       Section  2.      MEETINGS AND ACTION BY COMMITTEES.   Meetings  and
action  of  committees shall be governed by, and held and taken in accordance   
with,  the  provisions  of Article III, Sections 6  (place  of  meetings),  8   
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11  (waiver   
of  notice),  12  (adjournment), 13 (notice of adjournment)  and  14  (action   
without  meeting), with such changes in the context of those  bylaws  as  are   
necessary  to  substitute  the committee and its members  for  the  board  of   
directors  and  its  members, except that the time  or  regular  meetings  of   
committees  may  be determined by resolutions of the board of  directors  and   
notice of special meetings of committees shall also be given to all alternate   
members,  who  shall have the right to attend all meetings of the  committee.   
The  board  of directors may adopt rules for the government of any  committee   
not  inconsistent with the provisions of these bylaws.  The committees  shall   
keep  regular minutes of their proceedings and report the same to  the  board   
when required.                                                                  

ARTICLE V   

OFFICERS    

       Section 1.     OFFICERS.  The officers of the corporation shall  be
a  president, a secretary and a treasurer.  The corporation may also have, at   
the  discretion of the board of directors, a chairman of the  board,  one  or   
more  vice  presidents,  one  or  more assistant  secretaries,  one  or  more   
assistant  treasurers,  and  such  other officers  as  may  be  appointed  in   
accordance  with the provisions of Section 3 of this Article V.  Any  two  or   
more offices may be held by the same person.                                    

       Section  2.      ELECTION  OF  OFFICERS.   The  officers   of   the
corporation, except such officers as may be appointed in accordance with  the   
provisions  of Section 3 or Section 5 of this Article V, shall be  chosen  by   
the  board  of directors, and each shall serve at the pleasure of the  board,   
subject  to  the  rights,  if  any,  of an  officer  under  any  contract  of   
employment.   The board of directors at its first meeting after  each  annual   
meeting  of  stockholders  shall  choose a president,  a  vice  president,  a   
secretary  and a treasurer, none of whom need be a member of the board.   The   
salaries of all officers and agents of the corporation shall be fixed by  the   
board of directors.                                                             

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       Section  3.     SUBORDINATE OFFICERS, ETC.  The board of  directors
may appoint, and may empower the president to appoint, such other officers as   
the  business of the corporation may require, each of whom shall hold  office   
for  such period, have such authority and perform such duties as are provided   
in the bylaws or as the board of directors may from time to time determine.     

       Section  4.     REMOVAL AND RESIGNATION OF OFFICERS.  The  officers
of  the  corporation shall hold office until their successors are chosen  and   
qualify.  Subject to the rights, if any, of an officer under any contract  of   
employment, any officer may be removed, either with or without cause, by  the   
board of directors, at any regular or special meeting thereof, or, except  in   
case of an officer chosen by the board of directors, by any officer upon whom   
such power or removal may be conferred by the board of directors.               

       Any  officer may resign at any time by giving written notice to the
corporation.   Any  such resignation shall take effect at  the  date  of  the   
receipt  of  such notice or at any later time specified therein; and,  unless   
otherwise specified therein, the acceptance of such resignation shall not  be   
necessary to make it effective.  Any such resignation is without prejudice to   
the  rights,  if  any,  of the corporation under any contract  to  which  the   
officer is a party.                                                             

       Section  5.      VACANCIES  IN OFFICES.  A vacancy  in  any  office
because  of death, resignation, removal, disqualification or any other  cause   
shall  be  filled  in  the  manner prescribed in  these  bylaws  for  regular   
appointments to such office.                                                    

       Section  6.     CHAIRMAN OF THE BOARD.  The chairman of the  board,
if  such an officer be elected, shall, if present, preside at all meetings of   
the  board of directors and exercise and perform such other powers and duties   
as  may  be  from time to time assigned to him by the board of  directors  or   
prescribed  by  the bylaws.  If there is no president, the  chairman  of  the   
board shall in addition be the chief executive officer of the corporation and   
shall have the powers and duties prescribed in Section 7 of this Article V.     

       Section  7.     PRESIDENT.  Subject to such supervisory powers,  if
any,  as may be given by the board of directors to the chairman of the board,   
if  there  be  such  an officer, the president shall be the  chief  executive   
officer of the corporation and shall, subject to the control of the board  of   
directors,  have general supervision, direction and control of  the  business   
and the officers of the corporation.  He shall preside at all meetings of the   
stockholders and, in the absence of the chairman of the board, of if there be   
none,  at all meetings of the board of directors.  He shall have the  general   
powers and duties of management usually vested in the office of president  of   

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a  corporation,  and  shall  have such other powers  and  duties  as  may  be   
prescribed by the board of directors or the bylaws.  He shall execute  bonds,   
mortgages  and  other  contracts requiring a seal,  under  the  seal  of  the   
corporation, except where required or permitted by law to be otherwise signed   
and  executed  and  except where the signing and execution thereof  shall  be   
expressly delegated by the board of directors to some other officer or  agent   
of the corporation.                                                             

       Section  8.      VICE PRESIDENTS.  In the absence or disability  of
the  president, the vice presidents, if any, in order of their rank as  fixed   
by  the board of directors or, if not ranked, a vice president designated  by   
the  board  of directors, shall perform all the duties of the president,  and   
when  so  acting  shall have all the powers of, and be  subject  to  all  the   
restrictions upon, the president.  The vice presidents shall have such  other   
powers  and  perform such other duties as from time to time may be prescribed   
for  them respectively by the board of directors or the bylaws, the president   
or the chairman of the board.                                                   

       Section  9.     SECRETARY.  The secretary shall attend all meetings
of  the  board  of directors and all meetings of the stockholders  and  shall   
record,  keep or cause to be kept, at the principal executive office or  such   
other  place  as the board of directors may order, a book of minutes  of  all   
meetings  of  directors, committees of directors and stockholders,  with  the   
time  and place of holding, whether regular or special, and, if special,  how   
authorized,  the  notice  thereof  given,  the  names  of  those  present  at   
directors'   and  committee  meetings,  the  number  of  shares  present   or   
represented at stockholders' meetings, and the proceedings thereof.             

       The  secretary  shall keep, or cause to be kept, at  the  principal
executive  office  or at the office of the corporation's  transfer  agent  or   
registrar,  as  determined by resolution of the board of directors,  a  share   
register,  or  a  duplicate  share  register,  showing  the  names   of   all   
stockholders  and their addresses, the number and classes of shares  held  by   
each, the number and date of certificates issued for the same, and the number   
and date of cancellation of every certificate surrendered for cancellation.     

       The  secretary  shall  give, or cause to be given,  notice  of  all
meetings of stockholders and of the board of directors required by the bylaws   
or  by law to be given, and he shall keep the seal of the corporation in safe   
custody, as may be prescribed by the board of directors or by the bylaws.       

       Section  10.    TREASURER.  The treasurer shall keep and  maintain,
or cause to be kept and maintained, adequate and correct books and records of   
accounts  of  the  properties and business transactions of  the  corporation,   
including  accounts  of  its  assets, liabilities,  receipts,  disbursements,   

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gains,  losses, capital, retained earnings and shares.  The books of  account   
shall at all reasonable times be open to inspection by any director.            

       The  treasurer shall deposit all moneys and other valuables in  the
name  and to the credit of the corporation with such depositaries as  may  be   
designated  by the board of directors.  He shall disburse the  funds  of  the   
corporation as may be ordered by the board of directors, shall render to  the   
president and directors, whenever they request it, an account of all  of  his   
transactions  as treasurer and of the financial condition of the corporation,   
and  shall  have  other  powers  and perform such  other  duties  as  may  be   
prescribed by the board of directors or the bylaws.                             

       If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as  shall  be   
satisfactory  to the board of directors for the faithful performance  of  the   
duties  of his office and for the restoration to the corporation, in case  of   
his  death,  resignation, retirement or removal from office,  of  all  books,   
papers, vouchers, money and other property of whatever kind in his possession   
or under his control belonging to the corporation.                              

ARTICLE VI    

  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS    

       Section  1.      ACTIONS  OTHER  THAN  BY  THE  CORPORATION.    The
corporation  may indemnify any person who was or is a party or is  threatened   
to  be  made a party to any threatened, pending or completed action, suit  or   
proceeding, whether civil, criminal, administrative or investigative,  except   
an  action by or in the right of the corporation, 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, partnership, joint venture,  trust   
or  other enterprise, against expenses, including attorneys' fees, judgments,   
fines and amounts paid in settlement actually and reasonably incurred by  him   
in  connection with the action, suit or proceeding if he acted in good  faith   
and  in a manner which he reasonably believed to be in or not opposed to  the   
best  interests of the corporation, and, with respect to any criminal  action   
or  proceeding, has no reasonable cause to believe his conduct was  unlawful.   
The  termination  of  any  action,  suit or proceeding  by  judgment,  order,   
settlement,  conviction, or upon a plea of nolo contendere or its equivalent,   
does not, of itself, create a presumption that the person did not act in good   
faith and in a manner which he reasonably believed to be in or not opposed to   
the best interests of the corporation, and that, with respect to any criminal   

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action or proceeding, he had reasonable cause to believe that his conduct was   
unlawful.                                                                       

       Section  2.      ACTIONS BY THE CORPORATION.  The  corporation  may
indemnify  any person who was or is a party or is threatened  to  be  made  a   
party  to  any threatened, pending or completed action or suit by or  in  the   
right of the corporation to procure a judgment in its favor 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,  partnership,   
joint  venture, trust or other enterprise against expenses, including amounts   
paid  in settlement and attorneys' fees, actually and reasonably incurred  by   
him in connection with the defense or settlement of the action or suit if  he   
acted in good faith and in a manner which he reasonably believed to be in  or   
not  opposed  to the best interests of the corporation.  Indemnification  may   
not be made for any claim, issue or matter as to which such a person has been   
adjudged  by  a  court  of competent jurisdiction, after  exhaustion  of  all   
appeals  therefrom, to be liable to the corporation or for  amounts  paid  in   
settlement to the corporation, unless and only to the extent that  the  court   
in  which  the  action  or  suit  was brought or  other  court  of  competent   
jurisdiction   determines  upon  application  that  in  view   of   all   the   
circumstances  of the case, the person is fairly and reasonably  entitled  to   
indemnity for such expenses as the court deems proper.                          

       Section  3.     SUCCESSFUL DEFENSE.  To the extent that a director,
officer,  employee  or agent of the corporation has been  successful  on  the   
merits or otherwise in defense of any action, suit or proceeding referred  to   
in  Sections 1 and 2, or in defense of any claim, issue or matter therein, he   
must be indemnified by the corporation against expenses, including attorneys'   
fees, actually and reasonably incurred by him in connection with the defense.   

       Section  4.      REQUIRED  APPROVAL.   Any  indemnification   under
Sections  1 and 2, unless ordered by a court or advanced pursuant to  Section   
5,  must  be made by the corporation only as authorized in the specific  case   
upon  a determination that indemnification of the director, officer, employee   
or agent is proper in the circumstances.  The determination must be made:       

(a)  By the stockholders;                         

            (b)   By  the board of directors by majority vote of a  quorum
consisting of directors who were not parties to the act, suit or proceeding;    

            (c)   If  a majority vote of a quorum  consisting of directors
who were not parties to the act, suit or proceeding so orders, by independent   
legal counsel in a written opinion; or                                          

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            (d)   If a quorum consisting of directors who were not parties
to  the  act,  suit  or proceeding cannot be obtained, by  independent  legal   
counsel in a written opinion.                                                   

       Section 5.     ADVANCE OF EXPENSES.  The articles of incorporation,
the  bylaws  or  an  agreement made by the corporation may provide  that  the   
expenses  of officers and directors incurred in defending a civil or criminal   
action,  suit  or  proceeding must be paid by the  corporation  as  they  are   
incurred  and  in  advance of the final disposition of the  action,  suit  or   
proceeding upon receipt of an undertaking by or on behalf of the director  or   
officer  to  repay the amount if it is ultimately determined by  a  court  of   
competent  jurisdiction  that he is not entitled to  be  indemnified  by  the   
corporation.   The  provisions of this section do not affect  any  rights  to   
advancement of expenses to which corporate personnel other than directors  or   
officers may be entitled under any contract or otherwise by law.                

       Section  6.      OTHER RIGHTS.  The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this Article VI:    

            (a)   Does  not  exclude any other rights to  which  a  person
seeking indemnification or advancement of expenses may be entitled under  the   
articles  of  incorporation or any bylaw, agreement, vote of stockholders  or   
disinterested  directors or otherwise, for either an action in  his  official   
capacity  or  an action in another capacity while holding his office,  except   
that indemnification, unless ordered by a court pursuant to Section 2 or  for   
the advancement of expenses made pursuant to Section 5, may not be made to or   
on behalf of any director or officer if a final adjudication establishes that   
his  acts  or omissions involved intentional misconduct, fraud or  a  knowing   
violation of the law and was material to the cause of action.                   

            (b)   Continues for a person who has ceased to be a  director,
officer,  employee or agent and inures to the benefit of the heirs, executors   
and administrators of such a person.                                            

       Section  7.      INSURANCE.   The  corporation  may  purchase   and
maintain insurance on behalf of any person who 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,  partnership, joint venture, trust or other enterprise  for  any   
liability  asserted against him and incurred by him in any such capacity,  or   
arising out of his status as such, whether or not the corporation would  have   
the  power  to  indemnify him against such liability under the provisions  of   
this Article VI.                                                                

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       Section  8.     RELIANCE ON PROVISIONS.  Each person who shall  act
as  an  authorized representative of the corporation shall be  deemed  to  be   
doing  so  in  reliance upon the rights of indemnification provided  by  this   
Article.                                                                        

       Section  9.      SEVERABILITY.  If any of the  provisions  of  this
Article  are  held  to  be invalid or unenforceable, this  Article  shall  be   
construed  as  if it did not contain such invalid or unenforceable  provision   
and  the remaining provisions of this Article shall remain in full force  and   
effect.                                                                         

       Section  10.     RETROACTIVE EFFECT.  To the  extent  permitted  by
applicable  law,  the rights and powers granted pursuant to this  Article  VI   
shall  apply  to  acts  and actions occurring or in  progress  prior  to  its   
adoption by the board of directors.                                             

ARTICLE VII   

RECORDS AND BOOKS   

       Section  1.      MAINTENANCE  OF SHARE REGISTER.   The  corporation
shall  keep  at  its  principal executive office, or at  the  office  of  its   
transfer  agent  or registrar, if either be appointed and  as  determined  by   
resolution  of  the board of directors, a record of its stockholders,  giving   
the  names  and  addresses of all stockholders and the number  and  class  of   
shares held by each stockholder.                                                

       Section  2.     MAINTENANCE OF BYLAWS.  The corporation shall  keep
at  its  principal executive office, or if its principal executive office  is   
not  in  this  State  at its principal business office  in  this  State,  the   
original or a copy of the bylaws as amended to date, which shall be  open  to   
inspection  by the stockholders at all reasonable times during office  hours.   
If  the  principal executive office of the corporation is outside this  state   
and  the  corporation has no principal business office  in  this  state,  the   
secretary shall, upon the written request of any stockholder, furnish to such   
stockholder a copy of the bylaws as amended to date.                            

       Section  3.      MAINTENANCE  OF  OTHER  CORPORATE  RECORDS.    The
accounting  books and records and minutes of proceedings of the  stockholders   
and  the  board of directors and any committee or committees of the board  of   
directors  shall be kept at such place or places designated by the  board  of   
directors, or, in the absence of such designation, at the principal executive   
office of the corporation.  The minutes shall be kept in written form and the   
accounting books and records shall be kept either in written form or  in  any   
other form capable of being converted into written form.                        

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       Every director shall have the absolute right at any reasonable time
to  inspect  and copy all books, records and documents of every kind  and  to   
inspect  the  physical properties of this corporation and any  subsidiary  of   
this corporation.  Such inspection by a director may be made in person or  by   
agent or attorney and the right of inspection includes the right to copy  and   
make  extracts.   The  foregoing rights of inspection  shall  extend  to  the   
records of each subsidiary of the corporation.                                  

       Section 4.     ANNUAL REPORT TO STOCKHOLDERS.  Nothing herein shall
be  interpreted as prohibiting the board of directors from issuing annual  or   
other  periodic reports to the stockholders of the corporation as  they  deem   
appropriate.                                                                    

       Section  5.      FINANCIAL  STATEMENTS.   A  copy  of  any   annual
financial  statement  and any income statement of the  corporation  for  each   
quarterly period of each fiscal year, and any accompanying balance  sheet  of   
the corporation as of the end of each such period, that has been prepared  by   
the  corporation shall be kept on file in the principal executive  office  of   
the corporation for twelve (12) months.                                         

       Section  6.      ANNUAL  LIST OF DIRECTORS, OFFICERS  AND  RESIDENT
AGENT.  The corporation shall, each year, file with the Secretary of State of   
the  State  of  Delaware, on the prescribed form, a list of its officers  and   
directors and a designation of its resident agent in Delaware.                  

ARTICLE VIII    

GENERAL CORPORATE MATTERS   

       Section  1.      RECORD  DATE.   For purposes  of  determining  the
stockholders  entitled to notice of any meeting or to  vote  or  entitled  to   
receive  payment  of any dividend or other distribution or allotment  of  any   
rights  or  entitled to exercise any rights in respect of  any  other  lawful   
action,  the  board  of directors may fix, in advance, a record  date,  which   
shall  not be more than sixty (60) days nor less than ten (10) days prior  to   
the date of any such meeting nor more than sixty (60) days prior to any other   
action, and in such case only stockholders of record on the date so fixed are   
entitled  to  notice and to vote or to receive the dividend, distribution  or   
allotment  of  rights  or  to  exercise the  rights,  as  the  case  may  be,   
notwithstanding  any transfer of any shares on the books of  the  corporation   
after the record date fixed as aforesaid, except as otherwise provided in the   
Delaware General Corporation Law.                                               

If the board of directors does not so fix a record date:    

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            (a)  The record date for determining stockholders entitled  to
notice  of or to vote at a meeting of stockholders shall be at the  close  of   
business  on the day next preceding the day on which notice is given  or,  if   
notice is waived, at the close of business on the business day next preceding   
the day on which the meeting is held.                                           

            (b)  The record date for determining stockholders entitled  to
give  consent to corporate action in writing without a meeting, when no prior   
action  by  the  board has been taken, shall be the day on  which  the  first   
written consent is given.                                                       

            (c)   The  record  date for determining stockholders  for  any
other purpose shall be at the close of business on the day on which the board   
adopts  the resolution relating thereto, or the sixtieth (60th) day prior  to   
the date of such other action, whichever is later.                              

       Section  2.      CLOSING  OF  TRANSFER BOOKS.   The  directors  may
prescribe a period not exceeding sixty (60) days prior to any meeting of  the   
stockholders  during  which  no  transfer  of  stock  on  the  books  of  the   
corporation  may  be made, or may fix a date not more than  sixty  (60)  days   
prior  to the holding of any such meeting as the day as of which stockholders   
entitled  to  notice of and to vote at such meeting shall be determined;  and   
only  stockholders of record on such day shall be entitled to  notice  or  to   
vote at such meeting.                                                           

       Section  3.     REGISTERED STOCKHOLDERS.  The corporation shall  be
entitled to recognize the exclusive right of a person registered on its books   
as  the owner of shares to receive dividends, and to vote as such owner,  and   
to  hold liable for calls and assessments a person registered on its books as   
the  owner  of  shares, and shall not be bound to recognize any equitable  or   
other  claim to or interest in such share or shares on the part of any  other   
person, whether or not it shall have express or other notice thereof,  except   
as otherwise provided by the laws of Delaware.                                  

       Section  4.      CHECKS,  DRAFTS, EVIDENCES OF  INDEBTEDNESS.   All
checks, drafts or other orders for payment of money, notes or other evidences   
of  indebtedness, issued in the name of or payable to the corporation,  shall   
be  signed or endorsed by such person or persons and in such manner as,  from   
time to time, shall be determined by resolution of the board of directors.      

       Section  5.     CORPORATE CONTRACTS AND INSTRUMENTS; HOW  EXECUTED.
The  board  of  directors,  except as in the bylaws otherwise  provided,  may   
authorize  any  officer  or  officers, agent or agents,  to  enter  into  any   

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contract  or  execute  any instrument in the name of and  on  behalf  of  the   
corporation,  and  such  authority may be general  or  confined  to  specific   
instances; and, unless so authorized or ratified by the board of directors or   
within  the agency power or authority to bind the corporation by any contract   
or  engagement or to pledge its credit or to render it liable for any purpose   
or to any amount.                                                               

       Section  6.      STOCK CERTIFICATES.  A certificate or certificates
for  shares of the capital stock of the corporation shall be issued  to  each   
stockholder  when any such shares are fully paid, and the board of  directors   
may  authorize the issuance of certificates or shares as partly paid provided   
that such certificates shall state the amount of the consideration to be paid   
therefor  and the amount paid thereon.  All certificates shall be  signed  in   
the  name  of the corporation by the president or vice president and  by  the   
treasurer  or  an  assistant  treasurer or the  secretary  or  any  assistant   
secretary, certifying the number of shares and the class or series of  shares   
owned by the stockholder.  When the corporation is authorized to issue shares   
of  more than one class or more than one series of any class, there shall  be   
set  forth upon the face or back of the certificate, or the certificate shall   
have  a statement that the corporation will furnish to any stockholders  upon   
request  and without charge, a full or summary statement of the designations,   
preferences and relatives, participating, optional or other special rights of   
the  various  classes  of  stock or series thereof  and  the  qualifications,   
limitations or restrictions of such rights, and, if the corporation shall  be   
authorized  to issue only special stock, such certificate must set  forth  in   
full or summarize the rights of the holders of such stock.  Any or all of the   
signatures  on  the  certificate  may be facsimile.   In  case  any  officer,   
transfer  agent or registrar who has signed or whose facsimile signature  has   
been placed upon a certificate shall have ceased to be such officer, transfer   
agent or registrar before such certificate is issued, it may be issued by the   
corporation with the same effect as if such person were an officer,  transfer   
agent or registrar at the date of issue.                                        

       No  new  certificate for shares shall be issued  in  place  of  any
certificate theretofore issued unless the latter is surrendered and cancelled   
at  the  same time; provided, however, that a new certificate may  be  issued   
without  the  surrender  and  cancellation of  the  old  certificate  if  the   
certificate  thereto  fore issued is alleged to have  been  lost,  stolen  or   
destroyed.   In  case  of  any  such  allegedly  lost,  stolen  or  destroyed   
certificate,  the  corporation may require the owner  thereof  or  the  legal   
representative  of  such  owner  to give the corporation  a  bond  (or  other   
adequate security) sufficient to indemnify it against any claim that  may  be   
made  against  it  (including any expense or liability)  on  account  of  the   
alleged loss, theft or destruction of any such certificate or the issuance of   
such new certificate.                                                           

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       Section 7.     DIVIDENDS.  Dividends upon the capital stock of  the
corporation,  subject to the provisions of the articles of incorporation,  if   
any,  may  be  declared by the board of directors at any regular  or  special   
meeting pursuant to law.  Dividends may be paid in cash, in property,  or  in   
shares  of  the capital stock, subject to the provisions of the  articles  of   
incorporation.                                                                  

       Before  payment of any dividend, there may be set aside out of  any
funds  of  the corporation available for dividends such sum or  sums  as  the   
directors from time to time, in their absolute discretion, think proper as  a   
reserve  or  reserves to meet contingencies, or for equalizing dividends,  or   
for  repairing or maintaining any property of the corporation,  or  for  such   
other  purpose as the directors shall think conducive to the interest of  the   
corporation, and the directors may modify or abolish any such reserves in the   
manner in which it was created.                                                 

       Section  8.      FISCAL YEAR.  The fiscal year of  the  corporation
shall be December 31st.                                                         

       Section  9.      SEAL.   The  corporate seal shall  have  inscribed
thereon  the name of the corporation, the year of its incorporation  and  the   
words "Corporate Seal, Delaware."                                               

       Section 10.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
chairman  of  the board, the president, or any vice president, or  any  other   
person  authorized  by resolution of the board of directors  by  any  of  the   
foregoing  designated  officers, is authorized  to  vote  on  behalf  of  the   
corporation  any  and  all shares of any other corporation  or  corporations,   
foreign  or domestic, standing in the name of the corporation.  The authority   
herein  granted  to  said  officers to vote or represent  on  behalf  of  the   
corporation  any  and  all  shares  held by  the  corporation  in  any  other   
corporation or corporations may be exercised by any such officer in person or   
by any person authorized to do so by proxy duly executed by said officer.       

       Section  11.     CONSTRUCTION AND DEFINITIONS.  Unless the  context
requires  otherwise,  the  general provisions,  rules  of  construction,  and   
definitions  in  the  Delaware  General  Corporation  Law  shall  govern  the   
construction  of  the  bylaws.   Without  limiting  the  generality  of   the   
foregoing,  the  singular  number includes  the  plural,  the  plural  number   
includes the singular, and the term "person" includes both a corporation  and   
a natural person.                                                               

ARTICLE IX    

AMENDMENTS    

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       Section  1.      AMENDMENT  BY STOCKHOLDERS.   New  bylaws  may  be
adopted or these bylaws may be amended or repealed by the affirmative vote of   
a  majority  of  the outstanding shares entitled to vote, or by  the  written   
assent  of  stockholders entitled to vote such shares,  except  as  otherwise   
provided by law or by the articles of incorporation.                            

       Section  2.     AMENDMENT BY DIRECTORS.  Subject to the  rights  of
the  stockholders  as provided in Section 1 of this Article,  bylaws  may  be   
adopted, amended or repealed by the board of directors.                         

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CERTIFICATE OF SECRETARY    

I, the undersigned, do hereby certify:                      

       1.    That  I  am the duly elected and acting secretary of  NATUROL
HOLDINGS LTD., a Delaware corporation; and                                      

       2.   That the foregoing Bylaws, comprising twenty-three (23) pages,
constitute the Bylaws of said corporation as duly adopted and approved by the   
board  of directors of said corporation by a Unanimous Written Consent  dated   
as  of April 18, 2002 and duly adopted and approved by a vote of the majority   
stockholder of said corporation on April 18, 2002 and to be effective  as  of   
July 22, 2002.                                                                  

       IN  WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this ____ day of __________, 2002.                 

                    ______________________________
           ISAAC MOSS, Secretary

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Exhibit C - 2002 Stock Option Plan                                              

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2002 STOCK OPTION PLAN    

  1.  PURPOSE.  The purpose of the NATUROL HOLDINGS LTD. 2002 Stock Option

Plan  (the  "Plan")  is  to  strengthen  NATUROL  HOLDINGS  LTD.  a  Delaware   

corporation ("Corporation"), by providing to employees, officers,  directors,   

consultants  and independent contractors of the Corporation  or  any  of  its   

subsidiaries (including dealers, distributors, and other business entities or   

persons  providing  services  on behalf of the  Corporation  or  any  of  its   

subsidiaries)  added  incentive for high levels of  performance  and  unusual   

efforts  to  increase the earnings of the Corporation.   The  Plan  seeks  to   

accomplish this purpose by enabling specified persons to purchase  shares  of   

the  common  stock  of the Corporation, $.001 par value,  thereby  increasing   

their proprietary interest in the Corporation's success and encouraging  them   

to remain in the employ or service of the Corporation.                          

  2.   CERTAIN DEFINITIONS.  As used in this Plan, the following words and

phrases  shall  have  the  respective meanings set forth  below,  unless  the   

context clearly indicates a contrary meaning:                                   

       2.1    "Board  of  Directors":   The  Board  of  Directors  of  the

Corporation.                                                                    

       2.2   "Committee":  The Committee which shall administer  the  Plan

shall consist of the entire Board of Directors.                                 

       2.3   "Fair  Market  Value Per Share":  The fair market  value  per

share  of  the  Shares as determined by the Committee  in  good  faith.   The   

Committee is authorized to make its determination as to the fair market value   

per share of the Shares on the following basis:  (i) if the Shares are traded   

only  otherwise  than  on a securities exchange and are  not  quoted  on  the   

National  Association  of  Securities  Dealers'  Automated  Quotation  System   

("NASDAQ"),  but  are quoted on the bulletin board or in  the  "pink  sheets"   

published  by  the National Daily Quotation Bureau, the greater  of  (a)  the   

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average  of  the mean between the average daily bid and average  daily  asked   

prices of the Shares during the thirty (30) day period preceding the date  of   

grant  of an Option, as quoted on the bulletin board or in the "pink  sheets"   

published by the National Daily Quotation Bureau, or (b) the mean between the   

average daily bid and average daily asked prices of the Shares on the date of   

grant,  as published on the bulletin board or in such "pink sheets;" (ii)  if   

the  Shares are traded only otherwise than on a securities exchange  and  are   

quoted  on  NASDAQ, the greater of (a) the average of the  mean  between  the   

closing bid and closing asked prices of the Shares during the thirty (30) day   

period  preceding  the date of grant of an Option, as reported  by  the  Wall   

Street  Journal  and (b) the mean between the closing bid and  closing  asked   

prices  of the Shares on the date of grant of an Option, as reported  by  the   

Wall  Street  Journal;  (iii) if the Shares are  admitted  to  trading  on  a   

securities  exchange,  the greater of (a) the average of  the  daily  closing   

prices  of the Shares during the ten (10) trading days preceding the date  of   

grant  of  an Option, as quoted in the Wall Street Journal, or (b) the  daily   

closing  price of the Shares on the date of grant of an Option, as quoted  in   

the Wall Street Journal; or (iv) if the Shares are traded only otherwise than   

as  described in (i), (ii) or (iii) above, or if the Shares are not  publicly   

traded,  the value determined by the Committee in good faith based  upon  the   

fair  market value as determined by completely independent and well qualified   

experts.                                                                        

2.4  "Option":  A stock option granted under the Plan.      

       2.5   "Incentive Stock Option":  An Option intended to qualify  for

treatment as an incentive stock option under Code Sections 421 and 422A,  and   

designated as an Incentive Stock Option.                                        

       2.6   "Nonqualified  Option":   An  Option  not  qualifying  as  an

Incentive Stock Option.                                                         

2.7  "Optionee":  The holder of an Option.                  

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       2.8   "Option Agreement":  The document setting forth the terms and

conditions of each Option.                                                      

       2.9   "Shares":  The shares of common stock $.001 par value of  the

Corporation.         2.10  "Code":  The Internal Revenue  Code  of  1986,  as   

amended.                                                                        

       2.11 "Subsidiary":  Any corporation of which fifty percent (50%) or

more  of  total  combined  voting power of  all  classes  of  stock  of  such   

corporation  is  owned  by  the  Corporation or  another  Subsidiary  (as  so   

defined).                                                                       

3.  ADMINISTRATION OF PLAN.                                           

       3.1  In General.  This Plan shall be administered by the Committee.

Any  action of the Committee with respect to administration of the Plan shall   

be taken pursuant to (i) a majority vote at a meeting of the Committee (to be   

documented by minutes), or (ii) the unanimous written consent of its members.   

       3.2   Authority.  Subject to the express provisions of  this  Plan,

the  Committee  shall have the authority to:  (i) construe and interpret  the   

Plan,  decide  all questions and settle all controversies and disputes  which   

may  arise in connection with the Plan and to define the terms used  therein;   

(ii)  prescribe,  amend  and  rescind  rules  and  regulations  relating   to   

administration of the Plan; (iii) determine the purchase price of the  Shares   

covered  by  each Option and the method of payment of such price, individuals   

to  whom,  and  the  time or times at which, Options  shall  be  granted  and   

exercisable and the number of Shares covered by each Option;  (iv)  determine   

the  terms and provisions of the respective Option Agreements (which need not   

be  identical); (v) determine the duration and purposes of leaves of  absence   

which  may  be granted to participants without constituting a termination  of   

their  employment  for  purposes  of  the  Plan;  and  (vi)  make  all  other   

determinations  necessary  or advisable to the administration  of  the  Plan.   

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Determinations  of  the Committee on matters referred to in  this  Section  3   

shall  be  conclusive and binding on all parties howsoever  concerned.   With   

respect  to Incentive Stock Options, the Committee shall administer the  Plan   

in  compliance  with  the provisions of Code Section 422A  as  the  same  may   

hereafter be amended from time to time.  No member of the Committee shall  be   

liable for any action or determination made in good faith with respect to the   

Plan or any Option.                                                             

4.  ELIGIBILITY AND PARTICIPATION.                                    

       4.1   In  General.  Only officers, employees and directors who  are

also  employees  of the Corporation or any Subsidiary shall  be  eligible  to   

receive grants of Incentive Stock Options.  Officers, employees and directors   

(whether  or  not  they  are  also  employees)  of  the  Corporation  or  any   

Subsidiary, as well as consultants, independent contractors or other  service   

providers  of the Corporation or any Subsidiary shall be eligible to  receive   

grants  of Nonqualified Options.  Within the foregoing limits, the Committee,   

from time to time, shall determine and designate persons to whom Options  may   

be  granted.  All such designations shall be made in the absolute  discretion   

of  the Committee and shall not require the approval of the stockholders.  In   

determining (i) the number of Shares to be covered by each Option,  (ii)  the   

purchase  price  for  such Shares and the method of  payment  of  such  price   

(subject to the other sections hereof), (iii) the individuals of the eligible   

class to whom Options shall be granted, (iv) the terms and provisions of  the   

respective  Option Agreements, and (v) the times at which such Options  shall   

be  granted, the Committee shall take into account such factors as  it  shall   

deem relevant in connection with accomplishing the purpose of the Plan as set   

forth  in  Section 1.  An individual who has been granted an  Option  may  be   

granted  an additional Option or Options if the Committee shall so determine.   

No  Option  shall be granted under the Plan after July 22, 2012, but  Options   

granted before such date may be exercisable after such date.                    

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       4.2   Certain  Limitations.   In  no event  shall  Incentive  Stock

Options  be  granted to an Optionee such that the sum of (i)  aggregate  fair   

market value (determined at the time the Incentive Stock Options are granted)   

of  the  Shares  subject  to all Options granted under  the  Plan  which  are   

exercisable for the first time during the same calendar year, plus  (ii)  the   

aggregate fair market value (determined at the time the options are  granted)   

of  all  stock subject to all other incentive stock options granted  to  such   

Optionee   by  the  Corporation,  its  parent  and  Subsidiaries  which   are   

exercisable for the first time during such calendar year, exceeds One Hundred   

Thousand  Dollars  ($100,000).   For purposes of  the  immediately  preceding   

sentence, fair market value shall be determined as of the date of grant based   

on the Fair Market Value Per Share as determined pursuant to Section 2.3.       

5.  AVAILABLE SHARES AND ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.            

       5.1   Shares.   Subject to adjustment as provided  in  Section  5.2

below,  the total number of Shares to be subject to Options granted  pursuant   

to this Plan shall not exceed Two Million (2,000,000) Shares.  Shares subject   

to  the Plan may be either authorized but unissued shares or shares that were   

once  issued  and subsequently reacquired by the Corporation;  the  Committee   

shall  be  empowered to take any appropriate action required to  make  Shares   

available  for Options granted under this Plan.  If any Option is surrendered   

before  exercise or lapses without exercise in full or for any  other  reason   

ceases to be exercisable, the Shares reserved therefore shall continue to  be   

available under the Plan.                                                       

       5.2   Adjustments.   As  used herein, the term  "Adjustment  Event"

means  an  event pursuant to which the outstanding Shares of the  Corporation   

are increased, decreased or changed into, or exchanged for a different number   

or  kind  of  shares or securities, without receipt of consideration  by  the   

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Corporation,     through     reorganization,    merger,     recapitalization,   

reclassification,  stock split, reverse stock split,  stock  dividend,  stock   

consolidation  or  otherwise.  Upon the occurrence of  an  Adjustment  Event,   

(i) appropriate and proportionate adjustments shall be made to the number and   

kind of shares and exercise price for the shares subject to the Options which   

may thereafter be granted under this Plan, (ii) appropriate and proportionate   

adjustments  shall be made to the number and kind of and exercise  price  for   

the  shares subject to the then outstanding Options granted under this  Plan,   

and  (iii) appropriate amendments to the Option Agreements shall be  executed   

by the Corporation and the Optionees if the Committee determines that such an   

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If   

determined  by the Committee to be appropriate, in the event of an Adjustment   

Event  which  involves the substitution of securities of a corporation  other   

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the   

assumptions  by  such  other corporation of any Options  then  or  thereafter   

outstanding  under the Plan.  Notwithstanding the foregoing, such  adjustment   

in  an  outstanding Option shall be made without change in the total exercise   

price  applicable  to  the unexercised portion of the  Option,  but  with  an   

appropriate  adjustment to the number of shares, kind of shares and  exercise   

price  for  each  share  subject to the Option.   The  determination  by  the   

Committee  as to what adjustments, amendments or arrangements shall  be  made   

pursuant  to  this Section 5.2, and the extent thereof, shall  be  final  and   

conclusive.  No fractional Shares shall be issued under the Plan  on  account   

of any such adjustment or arrangement.                                          

6.  TERMS AND CONDITIONS OF OPTIONS.                                  

       6.1   Intended  Treatment  as Incentive Stock  Options.   Incentive

Stock  Options  granted pursuant to this Plan are intended to  be  "incentive   

stock  options" to which Code Sections 421 and 422A apply, and the Plan shall   

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be  construed and administered to implement that intent.  If all or any  part   

of an Incentive Stock Option shall not be an "incentive stock option" subject   

to  Sections 421 or 422A of the Code, such Option shall nevertheless be valid   

and  carried  into  effect.  All Options granted under  this  Plan  shall  be   

subject  to  the terms and conditions set forth in this Section 6 (except  as   

provided  in  Section  5.2) and to such other terms  and  conditions  as  the   

Committee shall determine to be appropriate to accomplish the purpose of  the   

Plan as set forth in Section 1.                                                 

6.2  Amount and Payment of Exercise Price.                  

            6.2.1      Exercise Price.  The exercise price per  Share  for

each  Share  which the Optionee is entitled to purchase under a  Nonqualified   

Option  shall be determined by the Committee but shall not be less  than  One   

Hundred percent (100%) of the Fair Market Value Per Share on the date of  the   

grant  of  the  Nonqualified Option.  The exercise price per Share  for  each   

Share  which  the  Optionee is entitled to purchase under an Incentive  Stock   

Option  shall be determined by the Committee but shall not be less  than  the   

Fair  Market Value Per Share on the date of the grant of the Incentive  Stock   

Option; provided, however, that the exercise price shall not be less than one   

hundred ten percent (110%) of the Fair Market Value Per Share on the date  of   

the  grant  of  the Incentive Stock Option in the case of an individual  then   

owning  (within  the meaning of Code Section 425(d)) more  than  ten  percent   

(10%)  of  the  total combined voting power of all classes of  stock  of  the   

Corporation or of its parent or Subsidiaries.                                   

            6.2.2     Payment of Exercise Price.  The consideration to  be

paid  for  the Shares to be issued upon exercise of an Option, including  the   

method  of  payment, shall be determined by the Committee and may consist  of   

promissory notes, shares of the common stock of the Corporation or such other   

consideration and method of payment for the Shares as may be permitted  under   

applicable state and federal laws.                                              

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6.3  Exercise of Options.                                   

            6.3.1      Each  Option  granted  under  this  Plan  shall  be

exercisable  at such times and under such conditions as may be determined  by   

the  Committee  at  the  time of the grant of the  Option  and  as  shall  be   

permissible under the terms of the Plan; provided, however, in no event shall   

an Option be exercisable after the expiration of ten (10) years from the date   

it  is granted, and in the case of an Optionee owning (within the meaning  of   

Code  Section 425(d)), at the time an Incentive Stock Option is granted, more   

than  ten percent (10%) of the total combined voting power of all classes  of   

stock  of  the  Corporation or of its parent or Subsidiaries, such  Incentive   

Stock  Option  shall not be exercisable later than five (5) years  after  the   

date of grant.                                                                  

            6.3.2      An Optionee may purchase less than the total number

of  Shares  for  which  the Option is exercisable, provided  that  a  partial   

exercise  of an Option may not be for less than One Hundred (100) Shares  and   

shall not include any fractional shares.                                        

       6.4  Nontransferability of Options.  All Options granted under this

Plan  shall  be nontransferable, either voluntarily or by operation  of  law,   

otherwise than by will or the laws of descent and distribution, and shall  be   

exercisable during the Optionee's lifetime only by such Optionee.               

       6.5   Effect  of  Termination of Employment or Other  Relationship.

Except as otherwise determined by the Committee in connection with the  grant   

of   Nonqualified  Options,  the  effect  of  termination  of  an  Optionee's   

employment  or  other relationship with the Corporation  on  such  Optionee's   

rights to acquire Shares pursuant to the Plan shall be as follows:              

            6.5.1     Termination for Other than Disability or Cause.   If

an  Optionee ceases to be employed by, or ceases to have a relationship with,   

the  Corporation  for  any reason other than for disability  or  cause,  such   

Optionee's  Options shall expire not later than three (3) months  thereafter.   

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During  such three (3) month period and prior to the expiration of the Option   

by  its terms, the Optionee may exercise any Option granted to him, but  only   

to the extent such Options were exercisable on the date of termination of his   

employment  or  relationship and except as so exercised, such  Options  shall   

expire at the end of such three (3) month period unless such Options by their   

terms expire before such date.  The decision as to whether a termination  for   

a  reason other than disability, cause or death has occurred shall be made by   

the  Committee,  whose  decision shall be final and conclusive,  except  that   

employment  shall not be considered terminated in the case of sick  leave  or   

other bona fide leave of absence approved by the Corporation.                   

            6.5.2      Disability.  If an Optionee ceases to  be  employed

by,  or  ceases  to have a relationship with, the Corporation  by  reason  of   

disability  (within  the meaning of Code Section 22(e)(3)),  such  Optionee's   

Options shall expire not later than one (1) year thereafter.  During such one   

(1)  year period and prior to the expiration of the Option by its terms,  the   

Optionee may exercise any Option granted to him, but only to the extent  such   

Options  were exercisable on the date the Optionee ceased to be employed  by,   

or  ceased  to  have  a  relationship with,  the  Corporation  by  reason  of   

disability and except as so exercised, such Options shall expire at  the  end   

of such one (1) year period unless such Options by their terms  expire before   

such  date.  The decision as to whether a termination by reason of disability   

has  occurred shall be made by the Committee, whose decision shall  be  final   

and conclusive.                                                                 

            6.5.3      Termination for Cause.  If an Optionee's employment

by,  or  relationship  with, the Corporation is terminated  for  cause,  such   

Optionee's Option shall expire immediately; provided, however, the  Committee   

may,  in  its  sole discretion, within thirty (30) days of such  termination,   

waive the expiration of the Option by giving written notice of such waiver to   

the  Optionee  at such Optionee's last known address.  In the event  of  such   

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waiver,  the Optionee may exercise the Option only to such extent,  for  such   

time, and upon such terms and conditions as if such Optionee had ceased to be   

employed by, or ceased to have a relationship with, the Corporation upon  the   

date of such termination for a reason other than disability, cause, or death.   

Termination  for  cause shall include termination for  malfeasance  or  gross   

misfeasance in the performance of duties or conviction of illegal activity in   

connection  therewith  or any conduct detrimental to  the  interests  of  the   

Corporation.   The determination of the Committee with respect to  whether  a   

termination for cause has occurred shall be final and conclusive.               

       6.6   Withholding  of Taxes.  As a condition to  the  exercise,  in

whole  or  in  part, of any Options the Board of Directors may  in  its  sole   

discretion require the Optionee to pay, in addition to the purchase price  of   

the  Shares  covered by the Option an amount equal to any Federal,  state  or   

local  taxes  that  may  be required to be withheld in  connection  with  the   

exercise of such Option.                                                        

6.7  No Rights to Continued Employment or Relationship.     

Nothing contained in this Plan or in any Option Agreement shall obligate  the   

Corporation to employ or have another relationship with any Optionee for  any   

period  or  interfere in any way with the right of the Corporation to  reduce   

such   Optionee's  compensation  or  to  terminate  the  employment   of   or   

relationship with any Optionee at any time.                                     

       6.8   Time  of  Granting Options.  The time an Option  is  granted,

sometimes  referred  to herein as the date of grant, shall  be  the  day  the   

Corporation  executes  the  Option  Agreement;  provided,  however,  that  if   

appropriate  resolutions of the Committee indicate that an Option  is  to  be   

granted  as  of  and on some prior or future date, the time  such  Option  is   

granted shall be such prior or future date.                                     

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       6.9   Privileges of Stock Ownership.  No Optionee shall be entitled

to the privileges of stock ownership as to any Shares not actually issued and   

delivered  to such Optionee.  No Shares shall be purchased upon the  exercise   

of  any Option unless and until, in the opinion of the Corporation's counsel,   

any  then  applicable requirements of any laws or governmental or  regulatory   

agencies having jurisdiction and of any exchanges upon which the stock of the   

Corporation may be listed shall have been fully complied with.                  

       6.10  Securities Laws Compliance.  The Corporation will  diligently

endeavor to comply with all applicable securities laws before any Options are   

granted  under the Plan and before any Shares are issued pursuant to Options.   

Without limiting the generality of the foregoing, the Corporation may require   

from  the Optionee such investment representation or such agreement, if  any,   

as  counsel for the Corporation may consider necessary or advisable in  order   

to  comply with the Securities Act of 1933 as then in effect, and may require   

that  the   Optionee agree that any sale of the Shares will be made  only  in   

such  manner  as  is  permitted  by  the Committee.   The  Committee  in  its   

discretion may cause the Shares underlying the Options to be registered under   

the  Securities  Act  of  1933, as amended, by  the  filing  of  a  Form  S-8   

Registration  Statement  covering  the Options  and  Shares  underlying  such   

Options.   Optionee  shall  take  any  action  reasonably  requested  by  the   

Corporation  in connection with registration or qualification of  the  Shares   

under federal or state securities laws.                                         

       6.11   Option   Agreement.   Each  Incentive   Stock   Option   and

Nonqualified  Option  granted  under this Plan  shall  be  evidenced  by  the   

appropriate  written Stock Option Agreement ("Option Agreement") executed  by   

the  Corporation  and the Optionee in a form substantially the  same  as  the   

appropriate form of Option Agreement attached as Exhibit I or II hereto  (and   

made  a  part  hereof  by  this reference) and  shall  contain  each  of  the   

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provisions  and  agreements specifically required  to  be  contained  therein   

pursuant to this Section 6, and such other terms and conditions as are deemed   

desirable by the Committee and are not inconsistent with the purpose  of  the   

Plan as set forth in Section 1.                                                 

7.  PLAN AMENDMENT AND TERMINATION.                                   

       7.1   Authority  of  Committee.  The  Committee  may  at  any  time

discontinue  granting Options under the Plan or otherwise suspend,  amend  or   

terminate  the  Plan  and  may, with the consent of an  Optionee,  make  such   

modification  of  the terms and conditions of such Optionee's  Option  as  it   

shall deem advisable; provided that, except as permitted under the provisions   

of  Section 5.2, the Committee shall have no authority to make any  amendment   

or  modification  to  this  Plan or any outstanding Option  thereunder  which   

would:   (i)  increase the maximum number of shares which  may  be  purchased   

pursuant to Options granted under the Plan, either in the aggregate or by  an   

Optionee (except pursuant to Section 5.2); (ii) change the designation of the   

class   of  the  employees  eligible  to  receive  Incentive  Stock  Options;   

(iii)  extend  the term of the Plan or the maximum Option period  thereunder;   

(iv)  decrease the minimum Incentive Stock Option price or permit  reductions   

of  the  price  at which shares may be purchased for Incentive Stock  Options   

granted under the Plan; or (v) cause Incentive Stock Options issued under the   

Plan  to fail to meet the requirements of incentive stock options under  Code   

Section  422A.  An amendment or modification made pursuant to the  provisions   

of this Section 7 shall be deemed adopted as of the date of the action of the   

Committee  effecting such amendment or modification and  shall  be  effective   

immediately,  unless otherwise provided therein, subject to approval  thereof   

(1)  within  twelve  (12)  months  before or  after  the  effective  date  by   

stockholders of the Corporation holding not less than a majority vote of  the   

voting  power of the Corporation voting in person or by proxy at a duly  held   

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stockholders meeting when required to maintain or satisfy the requirements of   

Code  Section 422A with respect to Incentive  Stock Options, and (2)  by  any   

appropriate  governmental  agency.   No Option  may  be  granted  during  any   

suspension or after termination of the Plan.                                    

       7.2   Ten (10) Year Maximum Term.  Unless previously terminated  by

the  Committee,  this Plan shall terminate on July 22, 2012, and  no  Options   

shall be granted under the Plan thereafter.                                     

       7.3   Effect  on  Outstanding Options.   Amendment,  suspension  or

termination  of  this Plan shall not, without the consent  of  the  Optionee,   

alter  or  impair  any  rights or obligations under  any  Option  theretofore   

granted.                                                                        

  8.  EFFECTIVE DATE OF PLAN.  This Plan shall be effective as of July 22,

2002.  The  Plan  was adopted by the Board of Directors and approved  by  the   

affirmative vote of a majority of the issued and outstanding Shares of common   

stock of the Corporation.  The Committee shall be authorized and empowered to   

make  grants of Options pursuant to this Plan prior to such approval of  this   

Plan  by the stockholders; provided, however, in such event the Option grants   

shall  be  made  subject to the approval of both this Plan  and  such  Option   

grants  by  the  stockholders  in accordance  with  the  provisions  of  this   

Section 8.                                                                      

9.  MISCELLANEOUS PROVISIONS.                                         

       9.1    Exculpation  and  Indemnification.   The  Corporation  shall

indemnify  and  hold  harmless the Committee from and  against  any  and  all   

liabilities, costs and expenses incurred by such persons as a result  of  any   

act,  or omission to act, in connection with the performance of such persons'   

duties,  responsibilities and obligations under the  Plan,  other  than  such   

liabilities, costs and expenses as may result from the gross negligence,  bad   

faith, willful conduct and/or criminal acts of such persons.                    

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       9.2   Governing Law.  The Plan shall be governed and  construed  in

accordance with the laws of the State of Delaware and the Code.                 

       9.3   Compliance  with  Applicable  Laws.   The  inability  of  the

Corporation to obtain from any regulatory body having jurisdiction  authority   

deemed  by  the Corporation's counsel to be necessary to the lawful  issuance   

and  sale  of  any  Shares upon the exercise of an Option shall  relieve  the   

Corporation of any liability in respect of the non-issuance or sale  of  such   

Shares as to which such requisite authority shall not have been obtained.       

                                As  approved by the Board of Directors  of
                                Naturol  Holdings Ltd. on April 18,  2002,
                          to be effective as of July 22, 2002.

                    By:/s/IsaacMoss_______________
                 ISAAC MOSS, Secretary

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                                         EXHIBIT I

[FORM OF]   

INCENTIVE STOCK OPTION AGREEMENT    

  THIS  INCENTIVE STOCK OPTION AGREEMENT ("Agreement") is entered into  as

of                                    , by and between NATUROL HOLDINGS LTD.,   

a Delaware corporation ("Corporation"), and                   ("Optionee").     

R E C I T A L S                 

  A.    On  July  22,  2002,  the Board of Directors  of  the  Corporation

effectuated the NATUROL HOLDINGS LTD. 2002 Stock Option Plan (the "Plan").      

  B.    Pursuant to the Plan, on ________________, the Board of  Directors

of  the  Corporation  acting as the Plan Committee  ("Committee")  authorized   

granting  to  Optionee options to purchase shares of the common stock,  $.001   

par  value,  of  the Corporation ("Shares") for the term and subject  to  the   

terms and conditions hereinafter set forth.                                     

A G R E E M E N T   

It is hereby agreed as follows:                                       

  1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

context  otherwise clearly requires, terms with initial capital letters  used   

herein shall have the meanings assigned to such terms in the Plan.              

  2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of             Shares,  upon   

and subject to the terms and conditions of the Plan, which is incorporated in   

full  herein  by this reference, and upon the other terms and conditions  set   

forth herein.                                                                   

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  3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of   

Section  18) and expiring on the date ten (10) years from the date of  grant,   

unless earlier terminated pursuant to Section 7:                                

[terms of option vesting to be set forth here]                

  4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and   

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be   

accompanied  by  such  other executed instruments  or  documents  as  may  be   

required  by  the Committee pursuant to this Agreement, and unless  otherwise   

directed by the Committee, Optionee shall at the time of such exercise tender   

the purchase price of the Shares he has elected to purchase.  An Optionee may   

purchase  less  than  the  total number of Shares for  which  the  Option  is   

exercisable,  provided that a partial exercise of an Option may  not  be  for   

less  than  One Hundred (100) Shares.  If Optionee shall not purchase all  of   

the  Shares which he is entitled to purchase under the Options, his right  to   

purchase the remaining unpurchased Shares shall continue until expiration  of   

the  Options.  The Options shall be exercisable with respect of whole  Shares   

only, and fractional Share interests shall be disregarded.                      

  5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share  which  Optionee  is entitled to purchase under the  Options  shall  be   

per Share.                                                                      

  6.    PAYMENT  OF PURCHASE PRICE.  At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or   

bank  cashier's check payable to the Corporation, the purchase price for  all   

Shares then being purchased.  Provided, however, the Board of Directors  may,   

in  its  sole  discretion, permit payment by the Corporation of the  purchase   

price in whole or in part with Shares.  If the Optionee is so permitted,  and   

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the  Optionee elects to make payment with Shares, the Optionee shall  deliver   

to  the Corporation certificates representing the number of Shares in payment   

for  new Shares, duly endorsed for transfer to the Corporation, together with   

any  written  representations  relating to  title,  liens  and  encumbrances,   

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,   

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so   

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the   

Optionee's notice of exercise.                                                  

  7.    EFFECT  OF TERMINATION OF EMPLOYMENT.  If an Optionee's employment

or  other relationship with the Corporation (or a Subsidiary) terminates, the   

effect of the termination on the Optionee's rights to acquire Shares shall be   

as follows:                                                                     

       7.1   Termination  for  Other  than Disability  or  Cause.   If  an

Optionee ceases to be employed by, or ceases to have a relationship with, the   

Corporation  or  a  Subsidiary for any reason other than  for  disability  or   

cause,  such Optionee's Options shall expire not later than three (3)  months   

thereafter.   During such three (3) month period and prior to the  expiration   

of  the Option by its terms, the Optionee may exercise any Option granted  to   

him,  but  only to the extent such Options were exercisable on  the  date  of   

termination  of  his employment or relationship and except as  so  exercised,   

such  Options  shall expire at the end of such three (3) month period  unless   

such  Options  by their terms expire before such date.  The  decision  as  to   

whether a termination for a reason other than disability, cause or death  has   

occurred  shall be made by the Committee, whose decision shall be  final  and   

conclusive, except that employment shall not be considered terminated in  the   

case  of  sick  leave  or other bona fide leave of absence  approved  by  the   

Corporation.                                                                    

       7.2   Disability.   If  an Optionee ceases to be  employed  by,  or

ceases to have a relationship with, the Corporation or a Subsidiary by reason   

of  disability (within the meaning of Code Section 22(e)(3)), such Optionee's   

Options  shall expire not  later than one (1) year thereafter.   During  such   

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one  (1) year period and prior to the expiration of the Option by its  terms,   

the  Optionee may exercise any Option granted to him, but only to the  extent   

such  Options were exercisable on the date the Optionee ceased to be employed   

by,  or ceased to have a relationship with, the Corporation or Subsidiary  by   

reason of disability.  The decision as to whether a termination by reason  of   

disability has occurred shall be made by the Committee, whose decision  shall   

be final and conclusive.                                                        

       7.3   Termination  for Cause.  If an Optionee's employment  by,  or

relationship with, the Corporation or a Subsidiary is terminated  for  cause,   

such  Optionee's  Option  shall expire immediately;  provided,  however,  the   

Committee  may,  in  its sole discretion, within thirty  (30)  days  of  such   

termination, waive the expiration of the Option by giving written  notice  of   

such  waiver to the Optionee at such Optionee's last known address.   In  the   

event  of  such  waiver, the Optionee may exercise the Option  only  to  such   

extent, for such time, and upon such terms and conditions as if such Optionee   

had  ceased  to  be employed by, or ceased to have a relationship  with,  the   

Corporation  or a Subsidiary upon the date of such termination for  a  reason   

other  than disability, cause or death.  Termination for cause shall  include   

termination for malfeasance or gross misfeasance in the performance of duties   

or  conviction  of illegal activity in connection therewith  or  any  conduct   

detrimental  to  the  interests  of the Corporation  or  a  Subsidiary.   The   

determination  of  the Committee with respect to whether  a  termination  for   

cause has occurred shall be final and conclusive.                               

  8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by   

will  or the laws of descent and distribution and shall be exercisable during   

the Optionee's lifetime only by Optionee.                                       

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  9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the   

restrictions set forth in Exhibit "A" attached hereto and incorporated herein   

as if fully set forth.                                                          

  10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding   

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or   

exchanged  for  a  different number or kind of shares or securities,  without   

receipt  of consideration by the Corporation, through reorganization, merger,   

recapitalization, reclassification, stock split, reverse stock  split,  stock   

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an   

Adjustment Event, (i) appropriate and proportionate adjustments shall be made   

to  the  number  and kind and exercise price for the shares  subject  to  the   

Options,  and (ii) appropriate amendments to this Agreement shall be executed   

by  the  Corporation and Optionee if the Committee determines  that  such  an   

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If   

determined  by the Committee to be appropriate, in the event of an Adjustment   

Event  which  involves the substitution of securities of a corporation  other   

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the   

assumptions  by  such other corporation of the Options.  Notwithstanding  the   

foregoing, any such adjustment to the Options shall be made without change in   

the  total  exercise  price  applicable to the  unexercised  portion  of  the   

Options, but with an appropriate adjustment to the number of shares, kind  of   

shares  and  exercise  price  for each share subject  to  the  Options.   The   

determination  by  the  Committee  as  to  what  adjustments,  amendments  or   

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent   

thereof, shall be final and conclusive.  No fractional Shares shall be issued   

on account of any such adjustment or arrangement.                               

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  11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have   

another  relationship with Optionee for any period or interfere  in  any  way   

with  the  right of the Corporation to reduce Optionee's compensation  or  to   

terminate the employment of or relationship with Optionee at any time.          

  12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted, sometimes referred to herein as the "date of grant," shall be ____.    

  13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and   

delivered to Optionee.  No Shares shall be purchased upon the exercise of any   

Options  unless and until, in the opinion of the Corporation's  counsel,  any   

then  applicable  requirements  of any laws, or  governmental  or  regulatory   

agencies  having jurisdiction, and of any exchanges upon which the  stock  of   

the Corporation may be listed shall have been fully complied with.              

  14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is   

issued  pursuant  to the Options.   Without limiting the  generality  of  the   

foregoing,  the  Corporation may require from the  Optionee  such  investment   

representation or such agreement, if any, as counsel for the Corporation  may   

consider necessary in order to comply with the Securities Act of 1933 as then   

in  effect,  and  may require that the Optionee agree that any  sale  of  the   

Shares  will  be  made only in such manner as is permitted by the  Committee.   

The  Committee may in its discretion cause the Shares underlying the  Options   

to be registered under the Securities Act of 1933 as amended by filing a Form   

S-8 Registration Statement covering the Options and the Shares underlying the   

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Options.   Optionee  shall  take  any  action  reasonably  requested  by  the   

Corporation  in connection with registration or qualification of  the  Shares   

under federal or state securities laws.                                         

  15.  INTENDED TREATMENT AS INCENTIVE STOCK OPTIONS.  The Options granted

herein are intended to be "incentive stock options" to which Sections 421 and   

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time   

("Code") apply, and shall be construed to implement that intent.  If  all  or   

any  part of the Options shall not be subject to Sections 421 and 422A of the   

Code, the Options shall nevertheless be valid and carried into effect.          

  16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan   

made by the Committee shall be final and conclusive.                            

  17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise   

of  the Options shall bear such appropriate legend conditions as counsel  for   

the Corporation shall require.                                                  

18.  CONDITIONS TO OPTIONS.                                           

       18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION

TO ISSUE SHARES OF ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS IS EXPRESSLY   

CONDITIONED  UPON  THE COMPLETION BY THE CORPORATION OF ANY  REGISTRATION  OR   

OTHER  QUALIFICATION  OF SUCH SHARES UNDER ANY STATE AND/OR  FEDERAL  LAW  OR   

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING  OF   

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS  BY   

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY   

WITH  THE  REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR  OTHER   

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QUALIFICATION  OF  SUCH  SHARES  WHICH  THE  COMMITTEE  SHALL,  IN  ITS  SOLE   

DISCRETION,  DEEM NECESSARY OR ADVISABLE.  SUCH REQUIRED REPRESENTATIONS  AND   

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE  OR   

ANY  PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES   

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE  OF   

ANY  CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS   

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.                  

       18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE   

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE   

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE   

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE   

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.         

       18.3  Maximum  Exercise Period.  Notwithstanding any  provision  of

this  Agreement to the contrary, the Options shall expire no later  than  ten   

years  from  the  date hereof or five years if, as of the  date  hereof,  the   

Optionee  owns or is considered to own by reason of Code Section 425(d)  more   

than  10% of the total combined voting power of all classes of stock  of  the   

Corporation or any Subsidiary or parent corporation of the Corporation.         

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19.  MISCELLANEOUS.                                                   

       19.1  Binding Effect.  This Agreement shall bind and inure  to  the

benefit   of   the   successors,  assigns,  transferees,   agents,   personal   

representatives, heirs and legatees of the respective parties.                  

       19.2  Further Acts.  Each party agrees to perform any further  acts

and execute and deliver any documents which may be necessary to carry out the   

provisions of this Agreement.                                                   

       19.3  Amendment.  This Agreement may be amended at any time by  the

written agreement of the Corporation and the Optionee.                          

       19.4  Syntax.  Throughout this Agreement, whenever the  context  so

requires,  the  singular shall include the plural, and the  masculine  gender   

shall include the feminine and neuter genders.  The headings and captions  of   

the  various  Sections hereof are for convenience only  and  they  shall  not   

limit, expand or otherwise affect the construction or interpretation of  this   

Agreement.                                                                      

       19.5  Choice of Law.  The parties hereby agree that this  Agreement

has  been  executed  and  delivered in the State of  Delaware  and  shall  be   

construed, enforced and governed by the laws thereof.  This Agreement  is  in   

all respects intended by each party hereto to be deemed and construed to have   

been  jointly prepared by the parties and the parties hereby expressly  agree   

that  any  uncertainty or ambiguity existing herein shall not be  interpreted   

against either of them.                                                         

       19.6  Severability.  In  the  event  that  any  provision  of  this

Agreement  shall  be held invalid or unenforceable, such provision  shall  be   

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be   

construed to have any effect on, the remaining provisions of this Agreement.    

       19.7  Notices.  All notices and demands between the parties  hereto

shall  be  in  writing and shall be served either by registered or  certified   

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mail,  and such notices or demands shall be deemed given and made forty-eight   

(48)  hours  after  the  deposit thereof in the United States  mail,  postage   

prepaid, addressed to the party to whom such notice or demand is to be  given   

or  made, and the issuance of the registered receipt therefor.  If served  by   

telegraph, such notice or demand shall be deemed given and made at  the  time   

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the   

addressee.   All  notices and demands to Optionee or the Corporation  may  be   

given to them at the following addresses:                                       

If to Optionee:                                                 

If to Corporation: NATUROL HOLDINGS LTD.                        

Such  parties may designate in writing from time to time such other place  or   

places that such notices and demands may be given.                              

         19.8  Entire  Agreement.  This Agreement constitutes  the  entire

agreement between the parties hereto pertaining to the subject matter hereof,   

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and   

understandings  of the parties, and there are no warranties,  representations   

or  other  agreements  between  the parties in connection  with  the  subject   

matter  hereof  except  as set forth or referred to herein.   No  supplement,   

modification  or  waiver or termination of this Agreement  shall  be  binding   

unless  executed in writing by the party to be bound thereby.  No  waiver  of   

any  of  the  provisions of this Agreement shall constitute a waiver  of  any   

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver   

constitute a continuing waiver.                                                 

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         19.9  Attorneys'  Fees.   In the event that  any  party  to  this

Agreement institutes any action or proceeding, including, but not limited to,   

litigation or arbitration, to preserve, to protect or to enforce any right or   

benefit  created by or granted under this Agreement, the prevailing party  in   

each  respective such action or proceeding shall be entitled, in addition  to   

any and all other relief granted by a court or other tribunal or body, as may   

be appropriate, to an award in such action or proceeding of that sum of money   

which  represents the attorneys' fees reasonably incurred by  the  prevailing   

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or   

otherwise pursuing or defending such action or proceeding, and, additionally,   

the  attorneys'  fees  reasonably  incurred  by  such  prevailing  party   in   

negotiating any and all matters underlying such action or proceeding  and  in   

preparation for instituting or defending such action or proceeding.             

     IN  WITNESS WHEREOF, the parties have entered into this Agreement  as

of the date first set forth above.                                              

"CORPORATION"                 

NATUROL HOLDINGS LTD.         
a Delaware corporation        

By:                           
Secretary               

"OPTIONEE"                    

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                                        EXHIBIT II
[FORM OF]   

NON-QUALIFIED STOCK OPTION AGREEMENT    

  THIS  NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into

as  of                            ,  by and between NATUROL HOLDINGS LTD.,  a   

Delaware corporation ("Corporation"), and ____________________ ("Optionee").    

R E C I T A L S   

  A.    On  July  22,  2002,  the Board of Directors  of  the  Corporation

effectuated the NATUROL HOLDINGS LTD. 2002 Stock Option Plan (the "Plan").      

  B.    Pursuant  to the Plan, on                         , the  Board  of

Directors  of  the  Corporation  acting as the Plan  Committee  ("Committee")   

authorized  granting  to Optionee options to purchase shares  of  the  common   

stock,  $.001  par  value, of the Corporation ("Shares")  for  the  term  and   

subject to the terms and conditions hereinafter set forth.                      

A G R E E M E N T   

It is hereby agreed as follows:                                       

  1.    CERTAIN  DEFINITIONS.  Unless otherwise  defined  herein,  or  the

context  otherwise clearly requires, terms with initial capital letters  used   

herein shall have the meanings assigned to such terms in the Plan.              

  2.    GRANT  OF  OPTIONS.  The Corporation hereby  grants  to  Optionee,

options  ("Options") to purchase all or any part of __________  Shares,  upon   

and subject to the terms and conditions of the Plan, which is incorporated in   

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full  herein  by this reference, and upon the other terms and conditions  set   

forth herein.                                                                   

  3.   OPTION PERIOD.  The Options shall be exercisable at any time during

the  period  commencing on the following dates (subject to the provisions  of   

Section  18) and expiring on the date five (5) years from the date of  grant,   

unless earlier terminated pursuant to Section 7:                                

[Terms of vesting to be set forth here]                     

  4.    METHOD OF EXERCISE.  The Options shall be exercisable by  Optionee

by  giving written notice to the Corporation of the election to purchase  and   

of  the  number  of  Shares Optionee elects to purchase, such  notice  to  be   

accompanied  by  such  other executed instruments  or  documents  as  may  be   

required  by  the Committee pursuant to this Agreement, and unless  otherwise   

directed by the Committee, Optionee shall at the time of such exercise tender   

the purchase price of the Shares he has elected to purchase.  An Optionee may   

purchase  less  than  the  total number of Shares for  which  the  Option  is   

exercisable,  provided that a partial exercise of an Option may  not  be  for   

less  than One Hundred (100) Shares.  If Optionee shall not purchase  all  of   

the  Shares which he is entitled to purchase under the Options, his right  to   

purchase the remaining unpurchased Shares shall continue until expiration  of   

the  Options.  The Options shall be exercisable with respect of whole  Shares   

only, and fractional Share interests shall be disregarded.                      

  5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share  for  each

Share which Optionee is entitled to purchase under the Options shall be $ per   

Share.                                                                          

  6.    PAYMENT  OF  PURCHASE PRICE. At the time of Optionee's  notice  of

exercise  of  the Options, Optionee shall tender in cash or by  certified  or   

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bank  cashier's check payable to the Corporation, the purchase price for  all   

Shares then being purchased.  Provided, however, the Board of Directors  may,   

in  its  sole  discretion, permit payment by the Corporation of the  purchase   

price in whole or in part with Shares.  If the Optionee is so permitted,  and   

the  Optionee elects to make payment with Shares, the Optionee shall  deliver   

to  the Corporation certificates representing the number of Shares in payment   

for  new Shares, duly endorsed for transfer to the Corporation, together with   

any  written  representations  relating to  title,  liens  and  encumbrances,   

securities   laws,  rules  and  regulatory  compliance,  or  other   matters,   

reasonably  requested  by the Board of Directors.  The  value  of  Shares  so   

tendered  shall  be  their Fair Market Value Per Share on  the  date  of  the   

Optionee's notice of exercise.                                                  

  7.    EFFECT  OF  TERMINATION OF RELATIONSHIP OR DEATH.   If  Optionee's

relationship   with  the  Corporation  as  a  director  terminates   (whether   

voluntarily   or   involuntarily  because  he  is  not  re-elected   by   the   

shareholders), or if optionee dies, all options which have previously  vested   

shall expire six (6) months thereafter.  All unvested options shall laps  and   

automatically  expire.   During such six (6) month period  (or  such  shorter   

period  prior to the expiration of the Option by its own terms), such Options   

may be exercised by the Optionee, his executor or administrator or the person   

or  persons to whom the Option is transferred by will or the applicable  laws   

of  descent and distribution, as the case may be, but only to the extent such   

Options  were  exercisable on the date Optionee ceased to have a relationship   

with the Corporation as a director or died.                                     

  8.     NONTRANSFERABILITY  OF  OPTIONS.   The  Options  shall   not   be

transferable,  either voluntarily or by operation of law, otherwise  than  by   

will  or the laws of descent and distribution and shall be exercisable during   

the Optionee's lifetime only by Optionee.                                       

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  9.    ADDITIONAL  RESTRICTIONS REGARDING DISPOSITIONS  OF  SHARES.   The

Shares  acquired pursuant to the exercise of Options shall be subject to  the   

restrictions set forth in Exhibit "A" attached hereto and incorporated herein   

as if fully set forth.                                                          

  10.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.  As used  herein,  the

term  "Adjustment  Event" means an event pursuant to  which  the  outstanding   

Shares  of  the  Corporation are increased, decreased  or  changed  into,  or   

exchanged  for  a  different number or kind of shares or securities,  without   

receipt  of consideration by the Corporation, through reorganization, merger,   

recapitalization, reclassification, stock split, reverse stock  split,  stock   

dividend,  stock  consolidation or otherwise.   Upon  the  occurrence  of  an   

Adjustment Event, (i) appropriate and proportionate adjustments shall be made   

to  the  number  and kind and exercise price for the shares  subject  to  the   

Options,  and (ii) appropriate amendments to this Agreement shall be executed   

by  the  Corporation and Optionee if the Committee determines  that  such  an   

amendment  is  necessary  or  desirable  to  reflect  such  adjustments.   If   

determined  by the Committee to be appropriate, in the event of an Adjustment   

Event  which  involves the substitution of securities of a corporation  other   

than  the  Corporation,  the  Committee  shall  make  arrangements  for   the   

assumptions  by  such other corporation of the Options.  Notwithstanding  the   

foregoing, any such adjustment to the Options shall be made without change in   

the  total  exercise  price  applicable to the  unexercised  portion  of  the   

Options, but with an appropriate adjustment to the number of shares, kind  of   

shares  and  exercise  price  for each share subject  to  the  Options.   The   

determination  by  the  Committee  as  to  what  adjustments,  amendments  or   

arrangements  shall  be  made pursuant to this Section  10,  and  the  extent   

thereof, shall be final and conclusive.  No fractional Shares shall be issued   

on account of any such adjustment or arrangement.                               

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  11.   NO  RIGHTS  TO  CONTINUED  EMPLOYMENT  OR  RELATIONSHIP.   Nothing

contained in this Agreement shall obligate the Corporation to employ or  have   

another  relationship with Optionee for any period or interfere  in  any  way   

with  the  right of the Corporation to reduce Optionee's compensation  or  to   

terminate the employment of or relationship with Optionee at any time.          

  12.   TIME  OF GRANTING OPTIONS.  The time the Options shall  be  deemed

granted, sometimes referred to herein as the "date of grant," shall be     .    

  13.   PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled  to

the  privileges of stock ownership as to any Shares not actually  issued  and   

delivered to Optionee.  No Shares shall be purchased upon the exercise of any   

Options  unless and until, in the opinion of the Corporation's  counsel,  any   

then  applicable  requirements  of any laws, or  governmental  or  regulatory   

agencies  having jurisdiction, and of any exchanges upon which the  stock  of   

the Corporation may be listed shall have been fully complied with.              

  14.   SECURITIES  LAWS  COMPLIANCE.   The  Corporation  will  diligently

endeavor  to comply with all applicable securities laws before any  stock  is   

issued  pursuant  to  the Options.  Without limiting the  generality  of  the   

foregoing,  the  Corporation may require from the  Optionee  such  investment   

representation or such agreement, if any, as counsel for the Corporation  may   

consider necessary in order to comply with the Securities Act of 1933 as then   

in  effect,  and  may require that the Optionee agree that any  sale  of  the   

Shares  will  be  made only in such manner as is permitted by the  Committee.   

The  Committee may in its discretion cause the Shares underlying the  Options   

to be registered under the Securities Act of 1933 as amended by filing a Form   

S-8 Registration Statement covering the Options and the Shares underlying the   

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Options.   Optionee  shall  take  any  action  reasonably  requested  by  the   

Corporation  in connection with registration or qualification of  the  Shares   

under federal or state securities laws.                                         

  15.   INTENDED  TREATMENT AS NON-QUALIFIED STOCK OPTIONS.   The  Options

granted  herein are intended to be non-qualified stock options  described  in   

U.S.  Treasury Regulation ("Treas. Reg.") ?1.83-7 to which Sections  421  and   

422A  of  the  Internal Revenue Code of 1986, as amended from  time  to  time   

("Code")  do not apply, and shall be construed to implement that intent.   If   

all  or any part of the Options shall not be described in Treas. Reg. ?1.83-7   

or  be  subject  to  Sections 421 and 422A of the  Code,  the  Options  shall   

nevertheless be valid and carried into effect.                                  

  16.  PLAN CONTROLS.  The Options shall be subject to and governed by the

provisions of the Plan.  All determinations and interpretations of  the  Plan   

made by the Committee shall be final and conclusive.                            

  17.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's

counsel,  all certificates issued to represent Shares purchased upon exercise   

of  the Options shall bear such appropriate legend conditions as counsel  for   

the Corporation shall require.                                                  

18.  CONDITIONS TO OPTIONS.                                                     

18.1 Compliance with Applicable Laws.  THE CORPORATION'S OBLIGATION TO ISSUE    

SHARES  OF  ITS COMMON STOCK UPON EXERCISE OF THE OPTIONS  IS  EXPRESSLY      

CONDITIONED UPON THE COMPLETION BY THE CORPORATION OF ANY REGISTRATION OR     

OTHER QUALIFICATION OF SUCH SHARES UNDER ANY STATE AND/OR FEDERAL LAW OR      

RULINGS OR REGULATIONS OF ANY GOVERNMENTAL REGULATORY BODY, OR THE MAKING OF  

SUCH INVESTMENT REPRESENTATIONS OR OTHER REPRESENTATIONS AND UNDERTAKINGS BY  

THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE THE OPTION IN ORDER TO COMPLY 

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WITH THE REQUIREMENTS OF ANY EXEMPTION FROM ANY SUCH REGISTRATION OR OTHER    

QUALIFICATION  OF  SUCH SHARES WHICH THE COMMITTEE SHALL,  IN  ITS  SOLE      

DISCRETION, DEEM NECESSARY OR ADVISABLE.  SUCH REQUIRED REPRESENTATIONS AND   

UNDERTAKINGS MAY INCLUDE REPRESENTATIONS AND AGREEMENTS THAT THE OPTIONEE OR  

ANY PERSON ENTITLED TO EXERCISE THE OPTION (i) IS NOT PURCHASING SUCH SHARES  

FOR DISTRIBUTION AND (ii) AGREES TO HAVE PLACED UPON THE FACE AND REVERSE OF  

ANY CERTIFICATES A LEGEND SETTING FORTH ANY REPRESENTATIONS AND UNDERTAKINGS  

WHICH HAVE BEEN GIVEN TO THE COMMITTEE OR A REFERENCE THERETO.                

18.2  SHAREHOLDER APPROVAL OF PLAN.  IF THE OPTIONS GRANTED  HEREBY             

ARE  GRANTED  PRIOR  TO  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE   

CORPORATION PURSUANT TO SECTION 8 OF THE PLAN, THE GRANT OF THE OPTIONS  MADE   

HEREBY  IS  EXPRESSLY  CONDITIONED  UPON  AND  SUCH  OPTIONS  SHALL  NOT   BE   

EXERCISABLE  UNTIL  THE  APPROVAL OF THE PLAN  BY  THE  SHAREHOLDERS  OF  THE   

CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 8 OF THE PLAN.         

19.  MISCELLANEOUS.                                                             

19.1  Binding Effect.  This Agreement shall bind and inure  to  the             

benefit   of   the   successors,  assigns,  transferees,   agents,   personal   

representatives, heirs and legatees of the respective parties.                  

19.2  Further Acts.  Each party agrees to perform any further  acts             

and execute and deliver any documents which may be necessary to carry out the   

provisions of this Agreement.                                                   

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19.3  Amendment.  This Agreement may be amended at any time by  the             

written agreement of the Corporation and the Optionee.                          

19.4  Syntax.  Throughout this Agreement, whenever the  context  so             

requires,  the  singular shall include the plural, and the  masculine  gender   

shall include the feminine and neuter genders.  The headings and captions  of   

the  various  Sections hereof are for convenience only  and  they  shall  not   

limit, expand or otherwise affect the construction or interpretation of  this   

Agreement.                                                                      

19.5  Choice of Law.  The parties hereby agree that this  Agreement             

has  been  executed  and  delivered in the State of  Delaware  and  shall  be   

construed, enforced and governed by the laws thereof.  This Agreement  is  in   

all respects intended by each party hereto to be deemed and construed to have   

been  jointly prepared by the parties and the parties hereby expressly  agree   

that  any  uncertainty or ambiguity existing herein shall not be  interpreted   

against either of them.                                                         

19.6  Severability.  In  the  event  that  any  provision  of  this             

Agreement  shall  be held invalid or unenforceable, such provision  shall  be   

severable  from,  and  such  invalidity  or  unenforceability  shall  not  be   

construed to have any effect on, the remaining provisions of this Agreement.    

19.7  Notices.  All notices and demands between the parties  hereto             

shall  be  in  writing and shall be served either by registered or  certified   

mail,  and such notices or demands shall be deemed given and made forty-eight   

(48)  hours  after  the  deposit thereof in the United States  mail,  postage   

prepaid, addressed to the party to whom such notice or demand is to be  given   

or  made, and the issuance of the registered receipt therefor.  If served  by   

telegraph, such notice or demand shall be deemed given and made at  the  time   

the  telegraph  agency shall confirm to the sender, delivery thereof  to  the   

addressee.   All  notices and demands to Optionee or the Corporation  may  be   

given to them at the following addresses:                                       

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If to Optionee:                                             

If to Corporation:       NATUROL HOLDINGS LTD.              

Such  parties may designate in writing from time to time such other place  or   

places that such notices and demands may be given.                              

19.8  Entire  Agreement.   This Agreement  constitutes  the  entire             

agreement between the parties hereto pertaining to the subject matter hereof,   

this  Agreement  supersedes  all  prior and  contemporaneous  agreements  and   

understandings  of the parties, and there are no warranties,  representations   

or other agreements between the parties in connection with the subject matter   

hereof   except  as  set  forth  or  referred  to  herein.   No   supplement,   

modification  or  waiver or termination of this Agreement  shall  be  binding   

unless  executed in writing by the party to be bound thereby.  No  waiver  of   

any  of  the  provisions of this Agreement shall constitute a waiver  of  any   

other  provision  hereof  (whether or not  similar)  nor  shall  such  waiver   

constitute a continuing waiver.                                                 

19.9  Attorneys'  Fees.   In  the event  that  any  party  to  this             

Agreement institutes any action or proceeding, including, but not limited to,   

litigation or arbitration, to preserve, to protect or to enforce any right or   

benefit  created by or granted under this Agreement, the prevailing party  in   

each  respective such action or proceeding shall be entitled, in addition  to   

any and all other relief granted by a court or other tribunal or body, as may   

be appropriate, to an award in such action or proceeding of that sum of money   

which  represents the attorneys' fees reasonably incurred by  the  prevailing   

party  therein  in  filing or otherwise instituting  and  in  prosecuting  or   

otherwise pursuing or defending such action or proceeding, and, additionally,   

the  attorneys'  fees  reasonably  incurred  by   such  prevailing  party  in   

negotiating any and all matters underlying such action or proceeding  and  in   

preparation for instituting or defending such action or proceeding.             

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     IN  WITNESS WHEREOF, the parties have entered into this Agreement  as

of the date first set forth above.                                              

"CORPORATION"                 

NATUROL HOLDINGS LTD.         
a Delaware corporation        

By:                           
Secretary                 

"OPTIONEE"

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14C’ Filing	Date	First	Last	Other Filings

	7/22/12	45	54
	7/22/02	3	67
Filed on / For Period End:	6/28/02	2	9	8-K
	6/24/02	2	5
	5/1/02	12		8-K/A, PRER14C
	4/30/02	12		10KSB, 10QSB
	4/26/02	12		8-K
	4/18/02	2	55	8-K
	1/31/02	12		10KSB, 10KSB/A
	1/17/02	6	10	8-K, 8-K/A
	10/31/01	12		10QSB
	1/25/01	12
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Filing Submission 0001077048-02-000118 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Integrated Environmental Technologies, Ltd. – ‘DEF 14C’ for 6/28/02

On: Friday, 6/28/02, at 3:11pm ET · For: 6/28/02 · Accession #: 1077048-2-118 · File #: 0-26309

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Dates Referenced Herein and Documents Incorporated by Reference

Definitive Proxy Information Statement — Schedule 14C
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