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Marmion Industries Corp – ‘DEFR14C’ on 6/14/05

On: Tuesday, 6/14/05, at 8:14am ET · Effective: 6/14/05 · Accession #: 1015402-5-3057 · File #: 0-31507

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

 6/14/05  Marmion Industries Corp           DEFR14C     6/14/05    1:585K                                   Summit Fin’l Printing/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14C     Marmion Industries Defr 14C 02-21-2005               146    805K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Effective Date Exercise Price Incentive Stock Options Marmion Industries Corp. Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2
1	1st Page - Filing Submission
10	Effective Date
12	Exercise Price
14	Incentive Stock Options
60	Marmion Industries Corp. Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2

DEFR14C 1st Page of 146 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C
Amendment No. 1 

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

FILED BY THE REGISTRANT  [X]                                                    

FILED BY PARTY OTHER THAN THE REGISTRANT  [ ]                                   

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

MARMION INDUSTRIES CORP.
(Name of Registrant as specified in its charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              

[X]  No fee required.                                                           
(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:                                            
(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:                                                                

DEFR14C 2nd Page of 146 TOC 1st Previous Next ↓Bottom Just 2nd
MARMION INDUSTRIES CORP.
 9103 EMMOTT ROAD, BUILDING 6, SUITE A
 HOUSTON TEXAS 77040
TELEPHONE (713) 466-6585

 February 21, 2005

To  Our  Stockholders:                                                          

          The  purpose of this information statement is to inform the holders of
record  of  shares of our common stock as of the close of business on the record
date,  February  1,  2005, that our board of directors has recommended, and that
the  holder of the majority of our voting power of our outstanding stock intends
to vote on March 14, 2005 to effect the following corporate actions:            

     1.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  common  stock  from  3,000,000,000  to 
5,000,000,000  shares;                                                          

     2.   Grant discretionary authority to our board of directors to implement a
reverse  split  of our common stock on the basis of one post-consolidation share
for  up  to  each 1,000 pre-consolidation shares to occur at some time within 12
months  of  the  date  of this information statement, with the exact time of the
reverse split to be determined by the board of directors; and                   

     3.   Approve the following Marmion Industries Corp. Stock Plans (the 'Stock
Plans"):                                                                        

          (a)  Stock  Plan  for the Year 2004, adopted by our directors on March
5,  2004,  with 8,000,000 shares of our common stock in the aggregate authorized
for  issuance  under  the  Plan;                                                

          (b)  Stock  Plan  for  the Year 2004 No. 2 adopted by our directors on
June  2,  2004,  as  amended  on November 22, 2004, with 8,000,000 shares of our
common  stock  in  the  aggregate  authorized  for  issuance  under  the  Plan; 

          (c)  Stock  Plan  for  the Year 2004 No. 3 adopted by our directors on
July  15,  2004,  with  100,000,000  shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (d)  Stock  Plan  for  the Year 2004 No. 4 adopted by our directors on
September 30, 2004, with 140,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (e)  Stock  Plan  for  the Year 2004 No. 5 adopted by our directors on
November  12, 2004, with 550,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;  and                               

          (f)  Stock Plan for the Year 2005, adopted by our directors on January
6, 2005, with 750,000,000 shares of our common stock in the aggregate authorized
for  issuance  under  the  Plan.                                                

          (g)     Stock  Plan  for the Year 2005 No. 2, adopted by our directors
on  January  28,  2005,  with  2,000,000,000  shares  of our common stock in the
aggregate  authorized  for  issuance  under  the  Plan.                         

     As of the record date, 1,053,378,343 shares of our common stock were issued
and  outstanding,   9,750,000 shares of our Series A preferred stock were issued
and  outstanding  and  30,000,000  shares  of  our Series B preferred stock were
issued  and  outstanding.  We  have  a  consenting  stockholder,  Mr. Wilbert H.
Marmion,  our  president,  director,  and  chief  executive  officer,  who holds
12,360,430  shares  of  our  common  stock,   9,750,000  shares  of our Series A
preferred  stock,  and  30,000,000  shares  of  our  Series  B  preferred stock.

DEFR14C 3rd Page of 146 TOC 1st Previous Next ↓Bottom Just 3rd
     Each  share  of  our  common  stock  is entitled to one vote on all matters
brought  before  the  stockholders.  Pursuant  to our certificate of designation
establishing  Series  A  preferred stock, each share of our currently issued and
outstanding  Series  A  preferred  stock may be converted into 40 fully paid and
nonassessable  shares of our common stock. On all matters submitted to a vote of
the  holders of the common stock, including, without limitation, the election of
directors, a holder of shares of the Series A preferred stock is entitled to the
number  of  votes  on such matters equal to the number of shares of the Series A
preferred  stock  held  by such holder multiplied by the number of shares of the
common  stock  each  such  share  of  the Series A preferred stock shall then be
convertible.  Pursuant  to  our certificate of designation establishing Series B
preferred  stock,  each  share  of our currently issued and outstanding Series B
preferred stock may be converted into 100 fully paid and nonassessable shares of
our  common  stock.  On  all  matters  submitted to a vote of the holders of the
common stock, including, without limitation, the election of directors, a holder
of  shares of the Series B preferred stock is entitled to the number of votes on
such  matters equal to the number of shares of the Series B preferred stock held
by  such holder multiplied by the number of shares of the common stock each such
share  of the Series B preferred stock shall then be convertible. Therefore, Mr.
Marmion  will  have  the power to vote 3,402,360,430 shares of the common stock,
which  number  exceeds  the majority of the issued and outstanding shares of the
common  stock  on  the  record  date.                                           

     Mr.  Marmion  will  vote  in  favor  of  the  amendment  to our articles of
incorporation,  for the grant of the discretionary authority to our directors to
implement  a  reverse  stock  split,  and  for  the approval of the Stock Plans.
Mr.  Marmion  has  the  power to pass the proposed corporate actions without the
concurrence  of  any  of  our  other  stockholders.                             

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

We appreciate your continued interest in Marmion Industries Corp.     

                   Very  truly  yours,

                         /s/  Wilbert  H.  Marmion

                    Wilbert  H.  Marmion
         President

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MARMION INDUSTRIES CORP.
 9103 EMMOTT ROAD, BUILDING 6, SUITE A
 HOUSTON TEXAS 77040
TELEPHONE (713) 466-6585

 INFORMATION STATEMENT

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

     This  information  statement  is  furnished to the holders of record at the
close  of  business  on  February  1,  2005, the record date, of the outstanding
common  stock  of  Marmion  Industries Corp., pursuant to Rule 14c-2 promulgated
under  the  Securities  Exchange  Act of 1934, as amended, in connection with an
action  by  the holder of the majority of the votes of our stock intends to take
on March 14, 2005, to effect the following corporate actions:                   

     1.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  common  stock  from  3,000,000,000  to 
5,000,000,000  shares;                                                          

     2.   Grant discretionary authority to our board of directors to implement a
reverse  split  of our common stock on the basis of one post-consolidation share
for  up  to  each 1,000 pre-consolidation shares to occur at some time within 12
months  of  the  date  of this information statement, with the exact time of the
reverse  split  to  be  determined  by  the  board  of  directors;  and         

     3.   Approve the following Marmion Industries Corp. Stock Plans (the 'Stock
Plans"):                                                                        

          (a)  Stock  Plan  for the Year 2004, adopted by our directors on March
5,  2004,  with 8,000,000 shares of our common stock in the aggregate authorized
for  issuance  under  the  Plan;                                                

          (b)  Stock  Plan  for  the Year 2004 No. 2 adopted by our directors on
June  2, 2004,  as  amended  on November 22, 2004, with 8,000,000 shares of our 
common  stock  in  the  aggregate  authorized  for  issuance  under  the  Plan; 

          (c)  Stock  Plan  for  the Year 2004 No. 3 adopted by our directors on
July  15,  2004,  with  100,000,000  shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (d)  Stock  Plan  for  the Year 2004 No. 4 adopted by our directors on
September 30, 2004, with 140,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (e)     Stock Plan for the Year 2004 No. 5 adopted by our directors on
November  12, 2004, with 550,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (f)     Stock  Plan  for  the  Year  2005, adopted by our directors on
January  6,  2005,  with 750,000,000 shares of our common stock in the aggregate
authorized for issuance under the Plan; and                                     

          (g)     Stock  Plan  for the Year 2005 No. 2, adopted by our directors
on  January  28,  2005,  with  2,000,000,000  shares  of our common stock in the
aggregate  authorized  for  issuance  under  the  Plan.                         

     This  information  statement  will be sent on or about February 21, 2005 to
our  stockholders  of  record  who  do  not  sign  the  majority written consent
described  herein.                                                              

 VOTING SECURITIES

     In  accordance  with our bylaws, our board of directors has fixed the close
of  business  on  February  1,  2005  as  the  record  date  for determining the
stockholders  entitled  to  notice  of the above noted actions. The amendment to

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our  articles  of  incorporation, the approval of the discretionary authority to
the  directors with respect to the reverse split and the approval of Stock Plans
require  the  affirmative vote of a majority of the voting power at the time the
vote  is  taken.  The  quorum  necessary to conduct business of the stockholders
consists  of  a  majority  of  the common stock issued and outstanding as of the
record  date.                                                                   

     As of the record date, 1,053,378,343 shares of our common stock were issued
and  outstanding,  9,750,000  shares of our Series A preferred stock were issued
and  outstanding  and  30,000,000  shares  of  our Series B preferred stock were
issued  and  outstanding.  We  have  a  consenting  stockholder,  Mr. Wilbert H.
Marmion,  our  president,  director,  and  chief  executive  officer,  who holds
12,360,430  shares  of  our  common  stock,   9,750,000  shares  of our Series A
preferred  stock,  and  30,000,000  shares  of  our  Series  B  preferred stock.

     Each  share  of  our  common  stock  is entitled to one vote on all matters
brought  before  the  stockholders.   Pursuant to our certificate of designation
establishing  Series  A  preferred stock, each share of our currently issued and
outstanding  Series  A  preferred  stock may be converted into 40 fully paid and
nonassessable shares of our common stock.  On all matters submitted to a vote of
the  holders of the common stock, including, without limitation, the election of
directors, a holder of shares of the Series A preferred stock is entitled to the
number  of  votes  on such matters equal to the number of shares of the Series A
preferred  stock  held  by such holder multiplied by the number of shares of the
common  stock  each  such  share  of  the Series A preferred stock shall then be
convertible.  Pursuant  to  our certificate of designation establishing Series B
preferred  stock,  each  share  of our currently issued and outstanding Series B
preferred stock may be converted into 100 fully paid and nonassessable shares of
our  common  stock.  On  all  matters  submitted to a vote of the holders of the
common stock, including, without limitation, the election of directors, a holder
of  shares of the Series B preferred stock is entitled to the number of votes on
such  matters equal to the number of shares of the Series B preferred stock held
by  such holder multiplied by the number of shares of the common stock each such
share of the Series B preferred stock shall then be convertible.  Therefore, Mr.
Marmion  will  have  the power to vote 3,402,360,430 shares of the common stock,
which  number  exceeds  the majority of the issued and outstanding shares of the
common  stock  on  the  record  date.                                           

     Mr.  Marmion  will  vote  in  favor  of  the  amendment  to our articles of
incorporation,  for the grant of the discretionary authority to our directors to
implement  a  reverse stock split, and for the approval of the Stock Plans.  Mr.
Marmion  has  the  power  to  pass  the  proposed  corporate actions without the
concurrence  of  any  of  our  other  stockholders.                             

DISTRIBUTION  AND  COSTS                                                        

     We  will pay all costs associated with the distribution of this information
statement,  including  the  costs of printing and mailing.  In addition, we will
only  deliver  one information statement to multiple security holders sharing an
address,  unless  we have received contrary instructions from one or more of the
security  holders.  Also,  we  will  promptly  deliver  a  separate copy of this
information  statement  and  future  stockholder  communication documents to any
security  holder  at a shared address to which a single copy of this information
statement  was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing  an  address  to  which  multiple copies are now delivered, upon written
request  to  us  at  our  address  noted  above.                                

     Security  holders  may  also  address future requests regarding delivery of
information  statements  and/or  annual  reports by contacting us at the address
noted  above.                                                                   

DISSENTERS'  RIGHT  OF  APPRAISAL                                               

     No  action  will be taken in connection with the proposed corporate actions
by  our  board of directors or the voting stockholders for which Nevada law, our
articles  of incorporation or bylaws provide a right of a stockholder to dissent
and  obtain  appraisal  of  or  payment  for  such  stockholder's  shares.      

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 AMENDMENT TO OUR ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF OUR AUTHORIZED COMMON STOCK
(PROPOSAL 1)

     The  board of directors has determined that it is advisable to increase our
authorized  common  stock  and  has adopted, subject to stockholder approval, an
amendment  to our articles of incorporation to increase our authorized number of
shares  of  common  stock  from 3,000,000,000 shares to 5,000,000,000 shares par
value  $0.001 per share. A copy of the proposed resolution amending our articles
of  incorporation  is  contained  in Attachment A to this information statement.
      ------------

     Authorizing  an  additional 2,000,000,000 shares of common stock would give
our  board  of  directors  the  express authority, without further action of the
stockholders,  to  issue  common  stock  from  time  to  time as the board deems
necessary.  The  board of directors believes it is necessary to have the ability
to  issue  such  additional  shares  of                                         

common  stock  for general corporate purposes.  Potential uses of the additional
authorized  shares  may  include  equity  financings,  issuance  of  options,   
acquisition  transactions,  stock  dividends  or  distributions, without further
action  by  the  stockholders,  unless such action were specifically required by
applicable  law  or  rules  of any stock exchange or similar system on which our
securities  may  then  be  listed.                                              

     The  following  is a summary of the material matters relating to our common
stock.                                                                          

     Presently,  the  holders  of  our common stock are entitled to one vote for
each  share  held  of  record  on  all  matters  submitted  to  a  vote  of  our
stockholders,  including  the election of directors.  Our common stockholders do
not  have  cumulative  voting  rights.  Subject  to  preferences  that  may  be 
applicable to any then outstanding series of our preferred stock, holders of our
common  stock  are entitled to receive ratably such dividends, if any, as may be
declared by our board of directors out of legally available funds.  In the event
of  the liquidation, dissolution, or winding up of Marmion Industries Corp., the
holders  of our common stock will be entitled to share ratably in the net assets
legally  available for distribution to our stockholders after the payment of all
our  debts  and  other liabilities, subject to the prior rights of any series of
our  preferred  stock  then  outstanding.                                       

     The  holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable  to  our  common  stock.  The amendment would not alter or modify any
preemptive  right of holders of our common stock to acquire our shares, which is
denied,  or  effect  any  change  in  our common stock, other than the number of
authorized  shares.                                                             

     The  issuance  of  additional  shares  to  certain  persons allied with our
management  could  have  the  effect  of  making it more difficult to remove our
current  management  by diluting the stock ownership or voting rights of persons
seeking to cause such removal.  In addition, an issuance of additional shares by
us  could  have  an  effect on the potential realizable value of a stockholder's
investment.                                                                     

     In  the absence of a proportionate increase in our earnings and book value,
an  increase  in  the  aggregate  number of our outstanding shares caused by the
issuance  of  the  additional shares will dilute the earnings per share and book
value  per share of all outstanding shares of our common stock.  If such factors
were  reflected in the price per share of common stock, the potential realizable
value  of  a  stockholder's  investment  could  be  adversely  affected.        

     The  additional  common stock to be authorized by adoption of the amendment
would have rights identical to our currently outstanding common stock.  Adoption
of  the proposed amendment and issuance of the common stock would not affect the
rights  of  the  holders  of  our currently outstanding common stock, except for
effects  incidental to increasing the number of outstanding shares of our common
stock,  such  as dilution of the earnings per share and voting rights of current
holders  of common stock.  If the amendment is adopted, it will become effective
upon  filing of a certificate of amendment of our articles of incorporation with
the  Secretary  of  State  of  Nevada.                                          

     Issuance  of  additional  shares.  As  of  the  date  of  this  information
statement,  our  board  has no plans to issue or use any of our newly authorized
shares  of  common  stock.  The  increase in the number of our authorized common

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shares  is  proposed by our management in order to ensure sufficient reserves of
our  common  stock  for  various  capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.

     The  proposal  with  respect to our common stock is not being made by us in
response  to  any  known  accumulation  of  shares  or  threatened  takeover.   

VOTE  REQUIRED                                                                  

     The  affirmative vote of a majority of the total voting power of the issued
and  outstanding  stock  is required to approve the amendment to our articles of
incorporation  increasing  the  number  of  our  common  shares.                

     Our  board of directors recommends that stockholders vote FOR the amendment
of  our articles of incorporation increasing the number of our authorized common
shares  as  described  in  Attachment  A  hereto.                               
-------------             

GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
TO IMPLEMENT A ONE FOR UP TO 1,000 REVERSE STOCK SPLIT
(Proposal 2)

     Our  board  of  directors  has  adopted  a  resolution  to seek stockholder
approval  of  discretionary  authority  to our board of directors to implement a
reverse  split  for  the  purpose  of  increasing the market price of our common
stock.  The  reverse  split  exchange ratio that the board of directors approved
and  deemed  advisable and for which it is seeking stockholder approval is up to
1,000  pre-consolidation  shares for each one post-consolidation share, with the
reverse  split  to  occur  within  12  months  of  the  date of this information
statement, the exact time of the reverse split to be determined by the directors
in  their  discretion.  Approval of this proposal would give the board authority
to  implement  the  reverse  split on the basis of up to 1,000 pre-consolidation
shares for each one post-consolidation share at any time it determined within 12
months of the date of this information statement.  In addition, approval of this
proposal  would  also give the board authority to decline to implement a reverse
split.  A  copy  of the proposed resolution approving the grant of discretionary
authority  to  the  directors  with respect to the reverse split is contained in
Attachment  A  to  this  information  statement.                                
-------------                                                                   

     Our  board  of  directors believes that stockholder approval of a range for
the  exchange  ratio  of  the  reverse  split  (as contrasted with approval of a
specified  ratio  of  the  split)  provides  the board of directors with maximum
flexibility  to achieve the purposes of a stock split, and, therefore, is in the
best  interests of our stockholders.  The actual ratio for implementation of the
reverse  split  would  be  determined  by  our board of directors based upon its
evaluation  as  to  what ratio of pre-consolidation shares to post-consolidation
shares  would  be  most  advantageous  to  us  and  our  stockholders.          

     Our  board  of  directors  also  believes  that  stockholder  approval of a
12-months  range  for  the effectuation of the reverse split (as contrasted with
approval  of a specified time of the split) provides the board of directors with
maximum flexibility to achieve the purposes of a stock split, and, therefore, is
in the best interests of our stockholders.  The actual timing for implementation
of  the  reverse  split would be determined by our board of directors based upon
its  evaluation as to when and whether such action would be most advantageous to
us  and  our  stockholders.                                                     

     If  you  approve  the  grant  of  discretionary  authority  to our board of
directors  to  implement  a  reverse split and the board of directors decides to
implement  the  reverse split, we will effect a reverse split of our then issued
and  outstanding  common  stock  on  the  basis of up to 1,000 pre-consolidation
shares  for  each  one  post-consolidation  share.                              

     The  board  of  directors  believes  that the higher share price that might
initially  result  from  the reverse stock split could help generate interest in
Marmion Industries Corp. among investors and thereby assist us in raising future
capital  to  fund  our  operations  or  make  acquisitions.                     

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DEFR14C 8th Page of 146 TOC 1st Previous Next ↓Bottom Just 8th
     Stockholders  should  note  that  the  effect of the reverse split upon the
market  price  for  our  common  stock  cannot  be  accurately  predicted.  In  
particular,  if  we  elect  to  implement  a  reverse  stock  split, there is no
assurance  that prices for shares of our common stock after a reverse split will
be  up  to  1,000  times  greater  than the price for shares of our common stock
immediately  prior  to  the  reverse split, depending on the ratio of the split.
Furthermore, there can be no assurance that the market price of our common stock
immediately  after  a  reverse  split will be maintained for any period of time.
Moreover,  because  some  investors may view the reverse split negatively, there
can  be no assurance that the reverse split will not adversely impact the market
price of our common stock or, alternatively, that the market price following the
reverse  split  will  either  exceed  or  remain in excess of the current market
price.                                                                          

EFFECT  OF  THE  REVERSE  SPLIT                                                 

     The  reverse  split  would  not affect the registration of our common stock
under  the  Securities  Exchange Act of 1934, as amended, nor will it change our
periodic  reporting  and  other  obligations  thereunder.                       

     The voting and other rights of the holders of our common stock would not be
affected  by  the reverse split (other than as described below).  For example, a
holder  of  0.5  percent  of  the  voting power of the outstanding shares of our
common  stock immediately prior to the effective time of the reverse split would
continue  to  hold  0.5 percent of the voting power of the outstanding shares of
our  common stock after the reverse split.  The number of stockholders of record
would  not  be  affected  by  the  reverse  split  (except  as described below).

     The  authorized  number  of shares of our common stock and the par value of
our  common  stock  under  our  articles  of incorporation would remain the same
following the effective time of the reverse split.  The reverse split would have
no  effect  on  the  shares  of  our  preferred  stock.                         

     The  number  of  shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following  formula: if our directors decide to implement a one for 1,000 reverse
split,  every  1,000  shares  of  our  common  stock owned by a stockholder will
automatically be changed into and become one new share of our common stock, with
1,000  being  equal to the exchange ratio of the reverse split, as determined by
the  directors  in  their  discretion.                                          

     Stockholders  should  recognize  that  if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number  of  shares  owned immediately prior to the effective time divided by the
one for 1,000 exchange ratio, or such lesser exchange ratio as may be determined
by  our  directors,  subject  to  adjustment for fractional shares, as described
below).                                                                         

     Fractional  shares which would otherwise be held by the stockholders of our
common  stock  after a reverse split will be rounded up to the next whole share.
We  will  issue one new share of our common stock for up to each 1,000 shares of
our  common  stock  held as of the record date. The reverse split may reduce the
number  of  holders  of  post-reverse  split shares as compared to the number of
holders  of  pre-reverse  split shares to the extent that there are stockholders
presently  holding  fewer  than  1,000  shares  (or such lesser number as may be
determined by our directors). However, the intention of the reverse split is not
to  reduce  the  number  of our stockholders. In fact, we do not expect that the
reverse  split  will  result  in  any  material  reduction  in the number of our
stockholders.                                                                   

     We  currently have no intention of going private, and this proposed reverse
stock  split  is  not intended to be a first step in a going private transaction
and  will  not  have  the  effect of a going private transaction covered by Rule
13e-3  of the Exchange Act.  Moreover, the proposed reverse stock split does not
increase  the  risk  of  us  becoming  a  private  company  in  the  future.    

     Issuance  of  Additional  Shares.  The  number  of  authorized but unissued
shares  of  our  common stock effectively will be increased significantly by the
reverse  split  of  our  common  stock.                                         

     If  we  elect  to  implement  a  one  for  250  reverse split, based on the
1,053,378,343 shares of our common stock outstanding on the record date, and the
3,000,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, prior to any increase in our authorized common stock,
1,946,621,657  shares of our common stock remain available for issuance prior to
the  reverse  split  taking  effect.  A  one  for  250                          

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reverse  split would have the effect of decreasing the number of our outstanding
shares of our common stock from 1,053,378,343 to 4,213,513 shares.              

     Based  on  the  3,000,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized  common  stock,  if we elect to implement a one for 250 reverse stock
split,  the reverse split, when implemented, would have the effect of increasing
the  number  of  authorized  but  unissued  shares  of  our  common  stock  from
1,946,621,657 to 2,995,786,487 shares.                                          

     If  we  elect  to  implement  a  one  for 1,000 reverse split, based on the
1,053,378,343 shares of our common stock outstanding on the record date, and the
3,000,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, prior to any increase in our authorized common stock,
1,946,621,657  shares of our common stock remain available for issuance prior to
the  reverse  split  taking effect. A one for 1,000 reverse split would have the
effect  of  decreasing  the number of our outstanding shares of our common stock
from  1,053,378,343  to  1,053,379  shares.                                     

     Based  on  the  3,000,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized  common  stock,  if we elect to implement a one for 250 reverse stock
split,  the reverse split, when implemented, would have the effect of increasing
the  number  of  authorized  but  unissued  shares  of  our  common  stock  from
1,946,621,657 to 2,998,649,621 shares.                                          

     If  we  elect  to  implement  a  one  for 1,000 reverse split, based on the
1,053,378,343 shares of our common stock outstanding on the record date, and the
3,000,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, prior to any increase in our authorized common stock,
1,946,621,657  shares of our common stock remain available for issuance prior to
the  reverse  split taking effect.  A one for 1,000 reverse split would have the
effect  of  decreasing  the number of our outstanding shares of our common stock
from  1,053,378,343  to  1,053,379  shares.                                     

     Based  on  the  3,000,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, and prior to any increase in our
authorized  common stock, if we elect to implement a one for 1,000 reverse stock
split,  the reverse split, when implemented, would have the effect of increasing
the  number  of  authorized  but  unissued  shares  of  our  common  stock  from
1,946,621,657  to  2,998,649,621  shares.                                       

     The  issuance  in  the future of such additional authorized shares may have
the  effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our  common  stock.                                                             

     The  effective  increase in the number of authorized but unissued shares of
our  common  stock  may  be  construed  as  having  an  anti-takeover  effect by
permitting  the  issuance  of  shares  to  purchasers who might oppose a hostile
takeover  bid or oppose any efforts to amend or repeal certain provisions of our
articles  of incorporation or bylaws.  Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of  us  through  a transaction opposed by our board of directors.  At this time,
our  board  does  not  have  plans to issue any common shares resulting from the
effective  increase  in  our  authorized  but  unissued  shares generated by the
reverse  split.                                                                 

FEDERAL  INCOME  TAX  CONSEQUENCES                                              

     We  will  not  recognize any gain or loss as a result of the reverse split.

     The  following  description of the material federal income tax consequences
of  the  reverse split to our stockholders is based on the Internal Revenue Code
of  1986,  as  amended,  applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on  the date of this information statement.  Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect.  We have not
sought  and  will  not  seek an opinion of counsel or a ruling from the Internal
Revenue  Service  regarding  the  federal income tax consequences of the reverse
split.  This discussion is for general information only and does not discuss the
tax  consequences  that  may  apply  to  special  classes  of  taxpayers  (e.g.,
non-residents of the United States, broker/dealers or insurance companies).  The
state  and local tax consequences of the reverse split may vary significantly as
to  each  stockholder, depending upon the jurisdiction in which such stockholder
resides.  You  are  urged  to  consult  your  own  tax advisors to determine the
particular  consequences  to  you.                                              

     We  believe that the likely federal income tax effects of the reverse split
will be that a stockholder who receives solely a reduced number of shares of our
common  stock will not recognize gain or loss.  With respect to a reverse split,
such  a  stockholder's basis in the reduced number of shares of our common stock
will  equal  the  stockholder's  basis  in  his  old shares of our common stock.

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EFFECTIVE  DATE                                                                 

     If the proposed reverse split is approved and the board of directors elects
to  proceed  with  a  reverse split, the split would become effective as of 5:00
p.m. Nevada time on the date the split is approved by our stockholders, which in
any  event  shall  not be later than 12 months from the date of this information
statement.  Except  as  explained  herein  with respect to fractional shares and
stockholders  who  currently hold fewer than 1,000 shares, or such lesser amount
as  we  may  determine,  on  such date, all shares of our common stock that were
issued  and  outstanding  immediately  prior  thereto will be, automatically and
without any action on the part of the stockholders, converted into new shares of
our  common  stock  in  accordance with the one for 1,000 exchange ratio or such
other  exchange  ratio  as  we  determine.                                      

RISKS  ASSOCIATED  WITH  THE  REVERSE  SPLIT                                    

     This  information  statement  includes forward-looking statements including
statements  regarding  our  intent  to  solicit approval of a reverse split, the
timing  of  the  proposed  reverse split and the potential benefits of a reverse
split,  including,  but  not  limited  to,  increase  investor  interest and the
potential  for  a  higher  stock  price.  The words "believe," "expect," "will,"
"may"  and  similar  phrases  are  intended  to  identify  such  forward-looking
statements.                                                                     

Such  statements  reflect  our current views and assumptions, and are subject to
various  risks  and  uncertainties  that  could  cause  actual results to differ
materially from expectations.  The risks include that we may not have sufficient
resources  to  continue  as  a  going  concern;  any significant downturn in our
industry or in general business conditions would likely result in a reduction of
demand for our products or services and would be detrimental to our business; we
will  be  unable  to  achieve profitable operations unless we increase quarterly
revenues  or make further cost reductions; a loss of or decrease in purchases by
one  of  our  significant  customers  could  materially and adversely affect our
revenues  and  profitability;  the  loss  of key personnel could have a material
adverse  effect on our business; the large number of shares available for future
sale could adversely affect the price of our common stock; and the volatility of
our  stock  price.  For  a  discussion  of these and other risk factors, see our
annual  report  on  Form  10-KSB  for the year ended December 31, 2003 and other
filings  with  the  Securities  and  Exchange  Commission.                      

     If  approved  and  implemented, the reverse stock split will result in some
stockholders  owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation  basis.  Odd  lots  may be more difficult to sell, or require
greater  transaction  costs per share to sell than shares in "even lots" of even
multiples  of  100  shares.                                                     

VOTE REQUIRED                                                                   

     The  affirmative vote of a majority of the total voting power of the issued
and  outstanding  stock  is  required  to  approve  the  grant  of discretionary
authority  to  our  directors  to  implement  a  reverse  stock  split.         

     The  board  of  directors  recommends  a  vote FOR approval of the grant of
discretionary  authority to our directors to implement a reverse stock split, as
described  in  Attachment  A  hereto.                                           
-------------                                     

 APPROVAL OF STOCK PLANS
(PROPOSAL 3)

     Our  majority  stockholder  intends to approve the following Stock Plans of
Marmion  Industries  Corp.  (the  "Stock  Plans"):                              

          (a)  Stock  Plan  for the Year 2004, adopted by our directors on March
5,  2004,  with 8,000,000 shares of our common stock in the aggregate authorized
for  issuance  under  the  Plan;                                                

          (b)  Stock  Plan  for  the Year 2004 No. 2 adopted by our directors on
June  2,  2004,  as  amended  on November 22, 2004, with 8,000,000 shares of our
common  stock  in  the  aggregate  authorized  for  issuance  under  the  Plan; 

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          (c)  Stock  Plan  for  the Year 2004 No. 3 adopted by our directors on
July  15,  2004,  with  100,000,000  shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (d)  Stock  Plan  for  the Year 2004 No. 4 adopted by our directors on
September 30, 2004, with 140,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (e)     Stock Plan for the Year 2004 No. 5 adopted by our directors on
November  12, 2004, with 550,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;                                    

          (f)     Stock  Plan  for  the  Year  2005, adopted by our directors on
January  6,  2005,  with 750,000,000 shares of our common stock in the aggregate
authorized  for  issuance  under  the  Plan;  and                               

          (g)     Stock  Plan  for the Year 2005 No. 2, adopted by our directors
on  January  28,  2005,  with  2,000,000,000  shares  of our common stock in the
aggregate  authorized  for  issuance  under  the  Plan.                         

     As  of  the  record date 1,556,000,000 shares of our common stock have been
issued  under  the  Stock  Plans.                                               

     The  following  is  a summary of the principal features of the Stock Plans.

     Copies  of  the  Stock  Plans are attached to this information statement as
Attachment  B.  Any  stockholder  who wishes to obtain copies of the Stock Plans
-------------                                                                   
may  also do so upon written request to our corporate secretary at our principal
executive  offices  in  Houston, Texas.                                         

PURPOSE OF THE STOCK PLANS                                                      

     The  purpose of the Stock Plans is to provide incentives to attract, retain
and  motivate  eligible  persons  whose  present and potential contributions are
important  to  the success of Marmion Industries Corp., and our subsidiaries, by
offering  them  an  opportunity to participate in our future performance through
awards  of  options,  restricted  stock  and  stock  bonuses.                   

     The Stock Plans are administered by the compensation committee of the board
of  directors.                                                                  

     Number  of  Shares  Available.  Subject  to certain provisions of the Stock
Plans,  the  total  aggregate  number of shares of our common stock reserved and
available  for  grant  and issuance pursuant to the Stock Plans is 3,556,000,000
plus  shares  of  our  common  stock  that  are  subject  to:                   

     -    Issuance  upon  exercise  of an option but cease to be subject to such
option  for  any  reason  other  than  exercise  of  such  option;              

     -    An  award  granted  but forfeited or repurchased by Marmion Industries
Corp.  at  the  original  issue  price;  and                                    

     -    An  award that otherwise terminates without shares of our common stock
being  issued.  At  all  times,  Marmion Industries Corp. shall reserve and keep
available a sufficient number of shares of our common stock as shall be required
to  satisfy  the requirements of all outstanding options granted under the Stock
Plans  and  all  other  outstanding  but unvested awards granted under the Stock
Plans.                                                                          

ELIGIBILITY                                                                     

     Incentive  Stock  Options  and  Awards  may  be  granted  only to employees
(including, officers and directors who are also employees) of Marmion Industries
Corp.  or  of  a  parent  or  subsidiary  of  Marmion  Industries  Corp.        

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DISCRETIONARY OPTION GRANT PROGRAM                                              

     The  committee  may  grant  options  to eligible persons and will determine
whether  such  options  will  be Incentive Stock Options ("ISO") or Nonqualified
Stock Options ("NQSOs"), the number of shares of our common stock subject to the
option, the exercise price of the option, the period during which the option may
be  exercised,  and all other terms and conditions of the option, subject to the
following:                                                                      

     Form  of  Option  Grant.  Each  option  granted  under  the  Stock Plans is
evidenced  by  an  Award Agreement that will expressly identify the option as an
ISO  or  an  NQSO (the "Option Agreement"), and will be in such form and contain
such  provisions  (which  need  not  be  the  same  for each participant) as the
committee  may  from  time  to  time  approve, and which will comply with and be
subject  to  the  terms  and  conditions  of  the  Stock  Plans.                

     Date  of  Grant.  The  date  of grant of an option is the date on which the
committee  makes  the  determination  to  grant  such  option,  unless otherwise
specified  by  the committee.  The Option Agreement and a copy of the applicable
Stock  Plan  is  delivered to the participant within a reasonable time after the
granting  of  the  option.                                                      

     Exercise  Period.  Options  may be exercisable within the times or upon the
events  determined  by  the committee as set forth in the Stock Option Agreement
governing  such  option;  provided,  however, that no option will be exercisable
after  the  expiration  of  10  years  from the date the option is granted.  For
further  restrictions  on the Exercise Periods, please refer to the Stock Plans.

     Exercise  Price.  The  exercise  price  of  an  option is determined by the
committee  when the option is granted and may be not less than 85 percent of the
fair  market  value  of  the  shares  of  our common stock on the date of grant;
provided that the exercise price of any ISO granted to a Ten Percent Stockholder
as  defined  in  the Stock Plans is not less than 110 percent of the fair market
value  of  the shares of our common stock on the date of grant.  Payment for the
shares  of  our  common stock purchased may be made in accordance with the Stock
Plans.                                                                          

     Method  of  Exercise.  Options may be exercised only by delivery to Marmion
Industries  Corp.  of a written stock option exercise agreement (the "Notice and
Agreement  of  Exercise")  in  a  form  approved by the committee, together with
payment  in  full  of  the exercise price for the number of shares of our common
stock  being  purchased.                                                        

     Termination.  Notwithstanding  the  exercise periods set forth in the Stock
Option  Agreement,  exercise  of  an  option is always subject to the following:

-    Upon  an  Employee's  Retirement, Disability (as those terms are defined in
     the  Stock  Plans)  or  death,  (a)  all  Stock  Options to the extent then
     presently  exercisable  shall  remain  in  full force and effect and may be
     exercised  pursuant  to  the  provisions  thereof, and (b) unless otherwise
     provided  by  the  committee,  all  Stock  Options  to  the extent not then
     presently  exercisable  by  the  Employee shall terminate as of the date of
     such  termination  of  employment  and shall not be exercisable thereafter.

     Unless  employment  is  terminated for Cause, as defined by applicable law,
the  right  to exercise in the event of termination of employment, to the extent
that  the optionee is entitled to exercise on the date the employment terminates
as  follows:                                                                    

-    At  least six months from the date of termination if termination was caused
by  death  or  disability.                                            

-    At  least 30 days from the date of termination if termination was caused by
other  than  death  or  disability.                                   

-    Upon  the termination of the employment of an Employee for any reason other
     than those specifically set forth in the Stock Plans, (a) all Stock Options
     to  the  extent  then  presently  exercisable  by the Employee shall remain
exercisable  only  for  a  period  of  90  days  after  the  date  of 

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          such termination of employment (except that the 90 day period shall be
          extended  to  12  months  if the Employee shall die during such 90 day
          period),  and  may  be  exercised  pursuant to the provisions thereof,
          including  expiration  at  the  end of the fixed term thereof, and (b)
          unless  otherwise  provided by the committee, all Stock Options to the
          extent  not then presently exercisable by the Employee shall terminate
          as  of  the  date  of  such termination of employment and shall not be
exercisable  thereafter.                                    

     Limitations  on  Exercise.  The  committee may specify a reasonable minimum
number of shares of our common stock that may be purchased on any exercise of an
option,  provided that such minimum number will not prevent the participant from
exercising  the  option  for  the  full number of shares of our common stock for
which it is then exercisable.  Subject to the provisions of the Stock Plans, the
Employee  has  the  right  to exercise his Stock Options at the rate of at least
33-1/3  percent  per  year  over  three  years from the date the Stock Option is
granted.                                                                        

     Limitations  on ISO.  The aggregate fair market value (determined as of the
date  of  grant)  of  shares  of our common stock with respect to which ISOs are
exercisable  for the first time by a participant during any calendar year (under
the  Stock Plans or under any other ISO plan of Marmion Industries Corp., or the
parent  or  any  subsidiary  of  Marmion  Industries  Corp.)  will  not  exceed 
$100,000.00.  In  the  event  that  the Internal Revenue Code or the regulations
promulgated  thereunder  are amended after the effective date of the Stock Plans
to  provide  for  a  different  limit  on the fair market value of shares of our
common  stock  permitted  to  be  subject  to  ISO, such different limit will be
automatically  incorporated  in  the  Stock  Plans and will apply to any options
granted  after  the  effective  date  of  such  amendment.                      

     Modification,  Extension or Renewal.  The committee may modify or amend any
Award  under  the Stock Plans or waive any restrictions or conditions applicable
to  the  Award; provided, however, that the committee may not undertake any such
modifications,  amendments or waivers if the effect thereof materially increases
the  benefits  to  any Employee, or adversely affects the rights of any Employee
without  his  consent.                                                          

STOCKHOLDER  RIGHTS  AND  OPTION  TRANSFERABILITY                               

     Awards  granted  under  the  Stock  Plans,  including any interest, are not
transferable  or  assignable  by the participant, and may not be made subject to
execution,  attachment  or similar process, other than by will or by the laws of
descent  and  distribution.                                                     

GENERAL PROVISIONS                                                              

     Adoption and Stockholder Approval.  The Stock Plans became effective on the
date  they  were  adopted  by the board of directors of Marmion Industries Corp.
(the "effective date").  The Stock Plans must be approved by the stockholders of
Marmion  Industries  Corp. within 12 months before or after the date of adoption
and  the  committee  may  grant  Awards  pursuant  to  the  Stock Plans upon the
effective  date.                                                                

     Term  of Stock Plans/Governing Law.  Unless earlier terminated as provided,
the  Stock  Plans  will  terminate  10  years  from the date of adoption, or, if
earlier,  the  date of stockholder approval.  The Stock Plans and all agreements
thereunder shall be governed by and construed in accordance with the laws of the
State  of  Nevada.                                                              

     Amendment or Termination of the Stock Plans.  Our board of directors may at
any time terminate or amend the Stock Plans including to preserve or come within
any  exemption from liability under Section 16(b) of the Exchange Act, as it may
deem  proper  and  in  our  best  interest  without  further  approval  of  our 
stockholders,  provided  that,  to  the  extent  required under Nevada law or to
qualify  transactions  under  the  Stock  Plans  for  exemption under Rule 16b-3
promulgated  under  the  Exchange  Act, no amendment to the Stock Plans shall be
adopted  without  further  approval  of our stockholders and, provided, further,
that if and to the extent required for the Stock Plans to comply with Rule 16b-3
promulgated  under  the  Exchange  Act, no amendment to the Stock Plans shall be
made  more than once in any six month period that would change the amount, price
or timing of the grants of our common stock hereunder other than to comport with
changes  in  the  Code,  the Employee Retirement Income Security Act of 1974, as
amended, or the regulations thereunder.  The Board may terminate the Stock Plans
at  any  time  by  a  vote  of  a  majority  of  the  members  thereof.         

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AWARD  OF  STOCK  BONUSES                                                       

     Award  of Stock Bonuses.  A Stock Bonus is an award of shares of our common
stock  (which  may  consist  of  Restricted  Stock)  for  extraordinary services
rendered  to  Marmion  Industries  Corp.  or any parent or subsidiary of Marmion
Industries Corp.  Each Award under the Stock Plans consists of a grant of shares
of  our  common  stock  subject  to  a  restriction  period  (after  which  the 
restrictions  shall  lapse),  which shall be a period commencing on the date the
Award  is  granted and ending on such date as the committee shall determine (the
"Restriction  Period").  The committee may provide for the lapse of restrictions
in  installments,  for  acceleration  of  the  lapse  of  restrictions  upon the
satisfaction  of  such  performance  or other criteria or upon the occurrence of
such  events  as  the committee shall determine, and for the early expiration of
the  Restriction  Period  upon  an Employee's death, Disability or Retirement as
defined  in  the Stock Plans or, following a Change of Control, upon termination
of  an  Employee's employment by us without "Cause" or by the Employee for "Good
Reason,"  as  those  terms  are  defined  in  the  Stock  Plans.                

     Terms  of  Stock Bonuses.  Upon receipt of an Award of shares of our common
stock  under the Stock Plans, even during the Restriction Period, an Employee is
the  holder of record of the shares and has all the rights of a stockholder with
respect  to  such shares, subject to the terms and conditions of the Stock Plans
and  the  Award.                                                                

FEDERAL  TAX  CONSEQUENCES                                                      

     Option  Grants.  Options  granted  under  the Stock Plans may be either ISO
which satisfy the requirements of Section 422 of the Code or NQSOs which are not
intended  to  meet  such requirements.  The federal income tax treatment for the
two  types  of  options  differs  as  discussed  below.                         

     Incentive  Stock Options.  The optionee recognizes no taxable income at the
time  of  the option grant, and no taxable income is generally recognized at the
time  the  option is exercised.  However, the exercise of an ISO (if the holding
period  rules set forth below are satisfied) will give rise to income includable
by  the  optionee  in his alternative minimum taxable income for purposes of the
alternative  minimum  tax  in  an  amount equal to the excess of the fair market
value  of the shares acquired on the date of the exercise of the option over the
exercise  price.  The optionee will also recognize taxable income in the year in
which  the  exercised shares are sold or otherwise made the subject of a taxable
disposition.  For  federal  tax  purposes,  dispositions  are  divided  into two
categories:  (i)  qualifying  and  (ii) disqualifying.  A qualifying disposition
occurs  if the sale or other disposition is made after the optionee has held the
shares  for  more  than  two years after the option grant date and more than one
year  after  the  exercise  date.  If either of these two holding periods is not
satisfied,  then  a  disqualifying  disposition  will  result.  In addition, the
optionee  must  be  an  employee  of  Marmion  Industries  Corp.  or a qualified
subsidiary at all times between the date of grant and the date three months (one
year  in  the  case  of disability) before exercise of the option (special rules
apply  in  the  case  of  the  death  of  the  optionee).                       

     Upon  a  qualifying  disposition,  the  optionee  will  recognize long-term
capital gain or loss in an amount equal to the difference between (i) the amount
realized  upon  the  sale or other disposition of the purchased shares over (ii)
the exercise price paid for the shares.  If there is a disqualifying disposition
of  the  shares,  then  the excess of (i) the lesser of the fair market value of
those  shares  on the exercise date or the sale date and (ii) the exercise price
paid  for  the  shares  will be taxable as ordinary income to the optionee.  Any
additional  gain or loss recognized upon the disposition will be recognized as a
capital  gain  or  loss  by  the  optionee.                                     

     If  the optionee makes a disqualifying disposition of the purchased shares,
then  we  will  be  entitled to an income tax deduction, for the taxable year in
which  such disposition occurs, equal to the excess of (i) the fair market value
of  such shares on the option exercise date or the sale date, if less, over (ii)
the exercise price paid for the shares.  In no other instance will we be allowed
a  deduction with respect to the optionee's disposition of the purchased shares.

     Nonqualified Stock Options.  No taxable income is recognized by an optionee
upon  the  grant  of  a  NQSO.  The  optionee will in general recognize ordinary
income, in the year in which the option is exercised, equal to the excess of the
fair market value of the purchased shares on the exercise date over the exercise
price  paid for the shares, and the optionee will be required to satisfy the tax
withholding  requirements  applicable  to  such  income.                        

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     If  the  shares acquired upon exercise of the NQSO are unvested and subject
to  repurchase,  at the exercise price paid per share, by us in the event of the
optionee's  termination  of  service  prior to vesting in those shares, then the
optionee  will not recognize any taxable income at the time of exercise but will
have  to  report as ordinary income, as and when our repurchase right lapses, an
amount  equal  to  the  excess of (i) the fair market value of the shares on the
date  the  repurchase  right  lapses  over  (ii) the exercise price paid for the
shares.  The  optionee  may,  however,  elect under Section 83(b) of the Code to
include as ordinary income in the year of exercise of the option an amount equal
to  the  excess  of  (i)  the  fair  market value of the purchased shares on the
exercise date over (ii) the exercise price paid for such shares.  If the Section
83(b) election is made, the optionee will not recognize any additional income as
and  when  the  repurchase  right  lapse  and all subsequent appreciation in the
shares  generally  would  be  eligible  for  capital  gains  treatment.         

     We  will  be  entitled  to  an  income tax deduction equal to the amount of
ordinary  income  recognized by the optionee with respect to the exercised NQSO.

     The deduction will in general be allowed for our taxable year in which such
ordinary  income  is  recognized  by  the  optionee.                            

     Direct  Stock  Issuance.  With  respect to the receipt of a stock award not
subject  to restriction, the participant would have ordinary income, at the time
of  receipt,  in an amount equal to the difference between the fair market value
of  the  stock  received at such time and the amount, if any, paid by the holder
for  the  stock  award.                                                         

     With  respect  to  the  receipt  of  a  stock  award  that  is  subject  to
restrictions,  or  certain repurchase rights of Marmion Industries Corp., unless
the  recipient  of  such  stock  award  makes  an "83(b) election" (as discussed
below),  there generally will be no tax consequences as a result of such a stock
award until the shares are no longer subject to a substantial risk of forfeiture
or  are  transferable  (free  of such risk). We intend that, generally, when the
restrictions  are lifted, the holder will recognize ordinary income, and we will
be  entitled  to  a  deduction,  equal to the difference between the fair market
value  of the shares at such time and the amount, if any, paid by the holder for
the  stock.  Subsequently  realized  changes in the value of the stock generally
will  be  treated  as long-term or short-term capital gain or loss, depending on
the  length  of time the shares are held prior to disposition of such shares. In
general terms, if a holder makes an "83(b) election" (under Section 83(b) of the
Code)  upon  the  award  of  a  stock  award subject to restrictions (or certain
repurchase  rights  of  Marmion  Industries  Corp.),  the  holder will recognize
ordinary  income  on  the  date  of the award of the stock award, and we will be
entitled  to  a  deduction,  equal to (i) the fair market value of such stock as
though the stock were (A) not subject to a substantial risk of forfeiture or (B)
transferable,  minus  (ii)  the  amount, if any, paid for the stock award. If an
"83(b)  election"  is  made,  there will generally be no tax consequences to the
holder  upon the lifting of restrictions, and all subsequent appreciation in the
stock  award  generally  would  be  eligible  for  capital  gains  treatment.   

ACCOUNTING  TREATMENT                                                           

     Option  grants  or  stock issuances with exercise or issue prices less than
the  fair market value of the shares on the grant or issue date will result in a
compensation  expense  to  our  earnings  equal  to  the  difference between the
exercise  or issue price and the fair market value of the shares on the grant or
issue date.  Such expense will be amortized against our earnings over the period
that  the  option  shares  or  issued  shares  are  to  vest.                   

     Option grants or stock issuances with exercise or issue prices equal to the
fair  market value of the shares at the time of issuance or grant generally will
not result in any charge to our earnings, but Palomar Enterprises, Inc, Inc., in
accordance  with  Generally  Accepted  Accounting  Principals, must disclose, in
pro-forma statements to our financial statements, the impact those option grants
would  have  upon our reported earnings (losses) were the value of those options
treated  as  compensation  expense.  Whether  or  not granted at a discount, the
number  of  outstanding  options may be a factor in determining our earnings per
share  on  a  fully  diluted  basis.                                            

     Should  one or more optionee be granted stock appreciation rights that have
no  conditions  upon  exercisability  other  than  a  service  or  employment   
requirement,  then  such  rights  will  result  in a compensation expense to our
earnings.  Accordingly,  at  the end of each fiscal quarter, the amount (if any)
by  which  the  fair  market value of the shares of common stock subject to such
outstanding  stock  appreciation rights has increased from the                  

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prior  quarter-end  would be accrued as compensation expense, to the extent such
fair  market  value  is  in excess of the aggregate exercise price in effect for
those  rights.                                                                  

VOTE  REQUIRED                                                                  

     The  affirmative vote of a majority of the total voting power of the issued
and outstanding stock is required to approve the Stock Plans.                   

   Our  board  of  directors  recommends  that  stockholders  vote  FOR  the
ratification  of  the  Stock  Plans.                                            

     Information  regarding  the  beneficial  ownership  of  our common stock by
management  and  the  board  of  directors  is  noted  below.                   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:

-    Each person who beneficially owns more than five percent of the outstanding
shares of our common stock;                                                     

-    Each person who beneficially owns outstanding shares of our preferred      
stock;                                                                          

-    Each of our directors;                                                     

-    Each named executive officer; and                                          

-    All directors and officers as a group.                                     

                                                        [Enlarge/Download Table]

                                           COMMON SHARES BENEFICIALLY      PREFERRED SHARES BENEFICIALLY  
                                          -----------------------------  ---------------------------------
                                                    OWNED(2)                           OWNED(2)           
                                          -----------------------------  ---------------------------------
NAME OF BENEFICIAL OWNER(1)                  NUMBER         PERCENT           NUMBER           PERCENT    
----------------------------------------  ------------  ---------------  ----------------  ---------------
                                                                                                          

                                                                            9,750,000 (4)              100
Wilbert H. Marmion (3) . . . . . . . . .    12,360,430             1.17    30,000,000 (5)              100
Ellen Raidl (3)  . . . . . . . . . . . .             0                0                0                 0
John Royston . . . . . . . . . . . . . .             0                0                0                 0
All directors and executive officers as                                     9,750,000 (4)              100
a group (three  persons) . . . . . . . .    12,360,430             1.17    30,000,000 (5)              100
                                          ============  ===============  ================  ===============

(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o  Marmion  Industries  Corp.,  9103  Emmott  Road,  Building 6, Suite A,
     Houston,  Texas  77040. Also, unless otherwise indicated, each person named
     in the table above has the sole voting and investment power with respect to
 our  shares  of  common  stock  which  he  or  she  beneficially  owns.
(2)  Beneficial  ownership  is  determined  in  accordance with the rules of the
     Securities  and  Exchange  Commission.  As  of the date of this information
     statement,  there  were  issued and outstanding 1,053,378,343 shares of our
     common  stock,  9,750,000  shares  of  our  Series  A  preferred  stock and
     30,000,000  shares  of  our  Series B preferred stock. Each of our Series A
     preferred  shares  is  convertible  into 40 shares of our common stock, and
     each share of the Series A preferred stock has the same voting rights as 40
     shares  of  our  common  stock.  Each  of  our Series B preferred shares is
     convertible  into  100  shares  of  our common stock, and each share of the
     Series  B  preferred  stock has the same voting rights as 100 shares of our
common  stock.                                                        
(3)  Mr.  Marmion  and  Mrs.  Raidl  are  married.                              
(4)  Series  A  preferred  stock.                                               
(5)  Series  B  preferred  stock.                                               

SECTION  16(a)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE                    

     Section  16(a)  of  the  Exchange  Act  requires  our  directors, executive
officers  and  persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes  in ownership of our equity securities.  Officers, directors and greater
than  10  percent stockholders                                                  

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are  required  by  SEC regulation to furnish us with copies of all Section 16(a)
forms  they  file.  All  such  persons  have  filed  all  required  reports.    

 DOCUMENTS INCORPORATED BY REFERENCE

     Our  Annual  Report on Form 10-KSB for the year ended December 31, 2003 and
financial  information  from  our  subsequent  Quarterly Reports for the periods
ended  March  31,  2004,  June  30, 2004 and September 30, 2004 are incorporated
herein  by  reference.                                                          

COPIES OF ANNUAL AND QUARTERLY REPORTS

     We  will  furnish  a  copy of our Annual Report on Form 10-KSB for the year
ended  December  31,  2003, all subsequent Quarterly Reports on Forms 10-QSB for
the  periods  ended March 31, 2004, June 30, 2004 and September 30, 2004 and any
exhibit  referred  to  therein  without  charge  to  each  person  to  whom this
information  statement  is delivered upon written or oral request by first class
mail  or  other  equally prompt means within one business day of receipt of such
request.  Any  request  should  be  directed  to our corporate secretary at 9103
Emmott  Road,  Building  6,  Suite  A,  Houston,  Texas  77040,  Telephone (713)
466-6585.                                                                       

                                   By Order of the Board of Directors,

                         /s/  Wilbert  H.  Marmion

                    Wilbert  H.  Marmion
         President

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                                                                    ATTACHMENT A

RESOLUTIONS TO BE ADOPTED BY THE
 STOCKHOLDERS OF
MARMION INDUSTRIES CORP.
 (the "Company")

     RESOLVED,  that  the  amendment  to  the  Company's  Articles  of
Incorporation  increasing  the  number  of authorized shares of common
stock to 5,000,000,000 is hereby adopted and approved in all respects;
and                                                                   

     RESOLVED  FURTHER,  that  the grant of discretionary authority to
the  board  of directors to implement a reverse split of the Company's
issued  and  outstanding  common  stock  on  the  basis  of  one      
post-consolidation share for up to each 1,000 pre-consolidation shares
within  12  months  of the Company's information statement on Schedule
14C  is  hereby  approved  in  all  respects;  and                    

     RESOLVED  FURTHER, that the Company's Stock Plans included in the
Company's  information statement on Schedule 14C  as Attachment  B are
hereby approved  in  all  respects;  and                              

     RESOLVED  FURTHER,  that all issuances of shares of the Company's
common  stock  and  options  to  purchase  the  Company's common stock
pursuant  to  the  Company's  Stock  Plans  included  in the Company's
information  statement  on  Schedule  14C  as  Attachment B are hereby
                                    ------------
approved in all respects; and                                         

     RESOLVED  FURTHER,  that the officers of the Company be, and each
of  them  hereby  is,  authorized,  empowered and directed, for and on
behalf  of  the  Company,  to take any and all actions, to perform all
such  acts and things, to execute, file, deliver or record in the name
and  on  behalf  of  the Company, all such instruments, agreements, or
other  documents,  and  to  make  all  such payments as they, in their
judgment,  or  in  the  judgment  of any one or more of them, may deem
necessary,  advisable  or  appropriate  in  order  to  carry  out  the
transactions  contemplated  by  the  foregoing  resolutions.          

DEFR14C 19th Page of 146 TOC 1st Previous Next ↓Bottom Just 19th
ATTACHMENT B
STOCK PLANS 

 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004

1.   General  Provisions.                                             
-------------------                                         

     1.1  Purpose.  This  Stock Incentive Plan (the "Plan") is intended to allow
-------                                                     
designated  officers  and  employees  (all  of  whom  are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
International  Trust  and  Financial  Systems,  Inc., a Florida corporation (the
"Company")  and  its Subsidiaries (as that term is defined below) which they may
have from time to time (the Company and such Subsidiaries are referred to herein
as  the  "Company") to receive certain options (the "Stock Options") to purchase
common  stock  of  the Company, par value $0.001 per share (the "Common Stock"),
and  to  receive grants of the Common Stock subject to certain restrictions (the
"Awards").  As  used  in  this  Plan,  the  term  "Subsidiary"  shall  mean each
corporation  which  is  a  "subsidiary  corporation"  of  the Company within the
meaning  of Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").  The  purpose  of  this  Plan  is  to  provide  the Employees, who make
significant  and  extraordinary  contributions  to  the  long-term  growth  and 
performance  of  the  Company, with equity-based compensation incentives, and to
attract  and  retain  the  Employees.                                           

1.2  Administration.                                                  
--------------                                              

     1.2.1 The  Plan  shall  be administered  by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed by the provisions of the Company's Bylaws and of Florida law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2 The  Committee  shall  have  full  and  complete  authority,  in  its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.     

     1.2.3 The  Company  hereby  agrees  to  indemnify  and  hold  harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3  Eligibility and Participation.  The Employees eligible under this Plan
-----------------------------                               
shall  be  approved by the Committee from those Employees who, in the opinion of
the  management  of  the  Company,  are  in  positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest in the Company and recommendations of supervisors.                     

     1.4  Shares  Subject  to  this  Plan.  The  maximum number of shares of the
-------------------------------                             
Common Stock that may be issued pursuant to this Plan shall be 6,000,000 subject
to  adjustment  pursuant  to  the provisions of Paragraph 4.1.  If shares of the
Common Stock awarded or issued under this Plan are reacquired by the Company due
to  a  forfeiture  or                                                           

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for  any other reason, such shares shall be cancelled and thereafter shall again
be  available  for purposes of this Plan.  If a Stock Option expires, terminates
or is cancelled for any reason without having been exercised in full, the shares
of  the  Common  Stock  not  purchased  thereunder  shall again be available for
purposes  of this Plan.  In the event that any outstanding Stock Option or Award
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock allocable to the unexercised portion of the Stock Option or Award shall be
available for issuance under the International Trust and Financial Systems, Inc.
Non-Employee  Directors  and  Consultants Retainer Stock Plan for the Year 2004.

2.   Provisions  Relating  to  Stock  Options.                        
----------------------------------------                    

     2.1  Grants  of  Stock  Options.  The  Committee may grant Stock Options in
--------------------------                                  
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

     2.2  Purchase  Price.  The  purchase price (the "Exercise Price") of shares
---------------                                             
of the Common Stock subject to each Stock Option (the "Option Shares") shall not
be less than 85 percent of the Fair Market Value of the Common Stock on the date
of  exercise.  For  an  Employee  holding  greater  than 10 percent of the total
voting  power  of  all  stock  of  the  Company, either Common or Preferred, the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair  Market  Value  of the Common Stock on the date of the grant of the option.
As  used  herein,  "Fair  Market  Value"  means the mean between the highest and
lowest  reported sales prices of the Common Stock on the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange, on any other national
securities  exchange  on which the Common Stock is listed or on The Nasdaq Stock
Market,  or,  if  not so listed on any other national securities exchange or The
Nasdaq  Stock  Market,  then  the  average  of the bid price of the Common Stock
during  the  last  five  trading  days  on  the  OTC  Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.                                           

     2.3  Option Period.  The Stock Option period (the "Term") shall commence on
-------------                                               
the  date  of  grant  of  the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange  Act  (the  "Section  16  Reporting  Persons")  pursuant to a qualified
employee  stock  option plan from the normal requirement of not selling until at
least six months and one day from the date the Stock Option is granted.         

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2.4  Exercise  of  Options.                                           
---------------------                                       

     2.4.1 Each Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the Company,
attention  of  the  Corporate Secretary, at the principal office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of  Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be made (a)
in  cash,  (b)  by  cashier's or certified check, (c) by surrender of previously
owned  shares  of  the  Common  Stock  valued  pursuant to Paragraph 2.2 (if the
Committee  authorizes  payment  in  stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

     2.4.2 Exercise  of  each  Stock Option is conditioned upon the agreement of
the  Employee  to the terms and conditions of this Plan and of such Stock Option
as  evidenced by the Employee's execution and delivery of a Notice and Agreement
of Exercise in a form to be determined by the Committee in its discretion.  Such
Notice  and  Agreement of Exercise shall set forth the agreement of the Employee
that  (a) no Option Shares will be sold or otherwise distributed in violation of
the  Securities  Act  of  1933,  as  amended (the "Securities Act") or any other
applicable  federal  or state securities laws, (b) each Option Share certificate
may  be  imprinted  with  legends  reflecting  any  applicable federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and  issue  "stop  transfer"  instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16  Reporting  Person,  the  Employee will furnish to the Company a copy of each
Form  4  or  Form  5  filed  by  said  Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

     2.4.3 No  Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and  all  other  legal  requirements, have been fully complied with.  At no time
shall  the  total number of securities issuable upon exercise of all outstanding
options  under  this Plan, and the total number of securities provided for under
any  bonus  or  similar  plan  or  agreement  of  the Company exceed a number of
securities  which  is  equal to 30 percent of the then outstanding securities of
the  Company, unless a percentage higher than 30 percent is approved by at least
two-thirds of the outstanding securities entitled to vote.  The Company will use
reasonable  efforts  to  maintain  the effectiveness of a Registration Statement
under  the  Securities Act for the issuance of Stock Options and shares acquired
thereunder,  but  there may be times when no such Registration Statement will be
currently effective.  The exercise of Stock Options may be temporarily suspended
without  liability  to  the  Company  during  times  when  no  such Registration
Statement  is  currently  effective,  or  during  times  when, in the reasonable
opinion  of the Committee, such suspension is necessary to preclude violation of
any requirements of applicable law or regulatory bodies having jurisdiction over
the  Company.  If any Stock Option would expire for any reason except the end of
its term during such a suspension, then if exercise of such Stock Option is duly
tendered  before  its  expiration,  such  Stock  Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the first day after
the  end  of  such suspension.  The Company shall have no obligation to file any
Registration  Statement  covering  resales  of  Option  Shares.                 

     2.5  Continuous  Employment.  Except as provided in Paragraph 2.7 below, an
----------------------                                      
Employee  may  not  exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration of such leave of absence, the
Employee's employment with the Company shall be deemed terminated as of the date
such  leave of absence commenced.  The continuous employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is  a  member  of  the  Armed  Forces  of  the  United  States,                 

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provided  that  the Employee returns to the employ of the Company within 90 days
(or  such  longer period as may be prescribed by law) from the date the Employee
first  becomes  entitled  to  a discharge from military service.  If an Employee
does  not  return  to  the  employ of the Company within 90 days (or such longer
period  as  may  be  prescribed by law) from the date the Employee first becomes
entitled  to  a  discharge from military service, the Employee's employment with
the  Company  shall  be  deemed to have terminated as of the date the Employee's
military  service  ended.                                                       

     2.6  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
--------------------------                                  
shall  be transferable only by will or the laws of descent and distribution.  No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7  Termination  of  Employment.                                     
---------------------------                                 

     2.7.1 Upon  an  Employee's Retirement, Disability (both terms being defined
below)  or death, (a) all Stock Options to the extent then presently exercisable
shall  remain  in  full  force  and  effect and may be exercised pursuant to the
provisions  thereof,  and  (b)  unless  otherwise provided by the Committee, all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as  of  the  date  of such termination of employment and shall not be
exercisable  thereafter.  Unless  employment is terminated for cause, as defined
by  applicable  law,  the  right  to  exercise  in  the  event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:                                       

          (i)  At  least  six months from the date of termination if termination
was  caused  by  death  or  disability.                                         

          (ii) At  least 30 days from the date of termination if termination was
caused  by  other  than  death  or  disability.                                 

     2.7.2 Upon  the termination of the employment of an Employee for any reason
other  than  those  specifically  set  forth  in  Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3 For  purposes  of  this  Plan:                                  

          (a)  "Retirement"  shall mean an Employee's retirement from the employ
of  the Company on or after the date on which the Employee attains the age of 65
years;  and                                                                     

          (b)  "Disability"  shall  mean  total  and  permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

3.   Provisions  Relating  to  Awards.                                
--------------------------------                            

     3.1  Grant  of  Awards.  Subject  to  the  provisions  of  this  Plan,  the
-----------------                                           
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not  be  identical)  of  each  Award,  including  the  consideration  (if       

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any)  to  be  paid  by  the  Employee  for  such Common Stock, which may, in the
Committee's  discretion,  consist  of  the delivery of the Employee's promissory
note  meeting  the  requirements  of  Paragraph  2.4.1, (4) establish and modify
performance  criteria  for  Awards,  and  (5)  make  all  of  the determinations
necessary or advisable with respect to Awards under this Plan.  Each Award under
this  Plan  shall  consist of a grant of shares of the Common Stock subject to a
restriction  period (after which the restrictions shall lapse), which shall be a
period  commencing  on  the date the Award is granted and ending on such date as
the  Committee  shall  determine  (the "Restriction Period").  The Committee may
provide  for  the lapse of restrictions in installments, for acceleration of the
lapse  of  restrictions  upon  the  satisfaction  of  such  performance or other
criteria or upon the occurrence of such events as the Committee shall determine,
and for the early expiration of the Restriction Period upon an Employee's death,
Disability  or  Retirement as defined in Paragraph 2.7.3, or, following a Change
of  Control, upon termination of an Employee's employment by the Company without
"Cause" or by the Employee for "Good Reason," as those terms are defined herein.
For  purposes  of  this  Plan:                                                  

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee by the Company for "Cause," shall mean:                                

               (a)  The Employee's continuing willful and material breach of his
duties to the Company after he receives a demand from the Chief Executive of the
Company  specifying the manner in which he has willfully and materially breached
such  duties,  other  than  any  such  failure  resulting from Disability of the
Employee or his resignation for "Good Reason," as defined herein; or            

         (b)  The  conviction  of  the  Employee  of  a  felony;  or

               (c)  The  Employee's  commission  of  fraud  in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional violation of law against the Company; or                            

               (d)  The Employee's gross misconduct causing material harm to the
Company.                                                                        

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)  The  assignment  to the Employee of duties inconsistent with
his  executive  status prior to the Change of Control or a substantive change in
the  officer or officers to whom he reports from the officer or officers to whom
he  reported  immediately  prior  to  the  Change  of  Control;  or             

               (b)  The  elimination or reassignment of a majority of the duties
and responsibilities that were assigned to the Employee immediately prior to the
Change  of  Control;  or                                                        

               (c)  A  reduction  by  the  Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or   

               (d)  The  Company  requiring  the  Employee  to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

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              (e)  The  failure  of  the  Company  to  grant  the  Employee  a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

              (f)  The  failure  of  the  Company  to  obtain  a  satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2  Incentive  Agreements.  Each  Award  granted  under this Plan shall be
---------------------                                       
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3  Amendment, Modification and Waiver of Restrictions.  The Committee may
--------------------------------------------------          
modify  or  amend  any  Award  under  this  Plan  or  waive  any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.                          

     3.4  Terms and Conditions of Awards.  Upon receipt of an Award of shares of
------------------------------                              
the  Common  Stock  under  this  Plan,  even  during  the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

     3.4.1 Except  as otherwise provided in this Paragraph 3.4, no shares of the
Common  Stock  received  pursuant  to  this  Plan  shall  be  sold,  exchanged, 
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction Period applicable to such shares.  Any purported disposition of such
the Common Stock in violation of this Paragraph 3.4 shall be null and void.     

     3.4.2 If  an Employee's employment with the Company terminates prior to the
expiration  of the Restriction Period for an Award, subject to any provisions of
the  Award  with  respect  to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

     3.4.3 The Committee may require under such terms and conditions as it deems
appropriate  or  desirable  that  (a)  the  certificates  for  the  Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.       

4.   Miscellaneous  Provisions.                                       
-------------------------                                   

4.1  Adjustments  Upon  Change  in  Capitalization.                   
---------------------------------------------               

     4.1.1 The  number  and  class  of shares  subject to each outstanding Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of  Stock  Options  that  may  be granted under this Plan, the minimum number of
shares  as  to  which  a  Stock Option may be exercised at any one time, and the
number  and  class  of  shares  subject  to  each  outstanding  Award,  shall be
proportionately  adjusted in the event of any increase or decrease in the number
of  the  issued  shares  of  the  Common  Stock which results from a split-up or
consolidation  of  shares,  payment of a stock dividend or dividends exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization  (other than the conversion of convertible securities according
to  their                                                                       

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terms),  a  combination  of shares or other like capital adjustment, so that (a)
upon  exercise  of  the  Stock Option, the Employee shall receive the number and
class  of  shares  the  Employee  would  have received had the Employee been the
holder of the number of shares of the Common Stock for which the Stock Option is
being  exercised  upon  the  date  of such change or increase or decrease in the
number  of  issued shares of the Company, and (b) upon the lapse of restrictions
of  the  Award Shares, the Employee shall receive the number and class of shares
the  Employee  would  have  received if the restrictions on the Award Shares had
lapsed  on  the  date  of  such  change or increase or decrease in the number of
issued  shares  of  the  Company.                                               

     4.1.2 Upon  a  reorganization,  merger or consolidation of the Company with
one  or  more corporations as a result of which the Company is not the surviving
corporation  or  in  which  the Company survives as a wholly-owned subsidiary of
another  corporation, or upon a sale of all or substantially all of the property
of  the  Company  to  another  corporation,  or  any dividend or distribution to
stockholders  of  more  than  10  percent  of  the  Company's  assets,  adequate
adjustment  or  other  provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares  and  Award  Shares provided for herein, the shares, securities or assets
which  would have been issuable or payable in respect of or in exchange for such
Option  Shares  and Award Shares then remaining, as if the Employee had been the
owner  of  such shares as of the applicable date.  Any securities so substituted
shall  be  subject  to  similar  successive  adjustments.                       

     4.2   Withholding  Taxes.  The  Company shall have the right at the time of
------------------                                        
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)  The  withholding  of  Option  Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following the date of grant of such Stock Option or Award; and                  

               (b)  The  withholding  of  Option  Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's quarterly or annual summary statement of sales and earnings.          

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

     4.3  Relationship  to  Other  Employee  Benefit  Plans.  Stock  Options and
-------------------------------------------------           
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.                                                               

     4.4  Amendments  and  Termination.  The  Board of Directors may at any time
----------------------------                                
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which may be issued under this Plan (except for adjustments pursuant
to  Paragraph  4.1  hereof),  or  (3)  materially  modify the requirements as to
eligibility  for  participation  in  this  Plan.                                

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     4.5  Successors  in  Interest.  The provisions of this Plan and the actions
------------------------                                    
of  the Committee shall be binding upon all heirs, successors and assigns of the
Company  and  of  the  Employees.                                               

     4.6  Other  Documents.  All  documents  prepared,  executed or delivered in
----------------                                            
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7  Fairness  of  the  Repurchase  Price.  In  the  event that the Company
------------------------------------                        
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8  No  Obligation to Continue Employment.  This Plan and the grants which
-------------------------------------                       
might  be  made  hereunder  shall  not  impose  any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9  Misconduct  of  an  Employee.  Notwithstanding  any other provision of
----------------------------                                
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10 Term of Plan.  No Stock Option shall be exercisable, or Award granted,
------------                                                
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective  March  5, 2004.  No Stock Options or Awards may be granted under this
Plan  after  March  5,  2014.                                                   

     4.11  Governing  Law.  This  Plan and all actions taken thereunder shall be
--------------                                            
governed by, and construed in accordance with, the laws of the State of Florida.

     4.12  Assumption  Agreements.  The  Company  will  require  each successor,
----------------------                                    
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions  remaining  to  be  performed  by  the Company under each
Incentive  Agreement  and  Stock  Option  and  to  preserve  the benefits to the
Employees  thereunder.  Such  assumption  and  agreement shall be set forth in a
written  agreement  in  form  and  substance  satisfactory  to the Committee (an
"Assumption  Agreement"),  and  shall  include  such adjustments, if any, in the
application  of the provisions of the Incentive Agreements and Stock Options and
such  additional provisions, if any, as the Committee shall require and approve,
in  order  to  preserve  such  benefits  to the Employees.  Without limiting the
generality  of  the foregoing, the Committee may require an Assumption Agreement
to  include  satisfactory  undertakings  by  a  successor:                      

               (a)  To  provide  liquidity  to  the  Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

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               (b)  If the succession occurs before the expiration of any period
specified  in  the Incentive Agreements for satisfaction of performance criteria
applicable  to  the Common Stock awarded thereunder, to refrain from interfering
with  the  Company's ability to satisfy such performance criteria or to agree to
modify  such  performance  criteria  and/or  waive  any  criteria that cannot be
satisfied  as  a  result  of  the  succession;                                  

               (c)  To  require any future successor to enter into an Assumption
Agreement;  and                                                                 

               (d)  To  take  or  refrain  from taking such other actions as the
Committee may require and approve, in its discretion.                           

     4.13 Compliance with Rule 16b-3.  Transactions under this Plan are intended
--------------------------                                  
to  comply  with  all  applicable conditions of Rule 16b-3 promulgated under the
Exchange  Act.  To  the  extent that any provision of this Plan or action by the
Committee  fails  to  so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.                         

     4.14 Information to Shareholders.  The Company shall furnish to each of its
---------------------------                                 
stockholders financial statements of the Company at least annually.             

     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of March 5,
2004.                                                                           

                                   INTERNATIONAL TRUST AND FINANCIAL
               SYSTEMS, INC.

                           By /s/ Wilbert H. Marmion
                                         -----------------------------------
                                   Wilbert H. Marmion, President

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     1.   Introduction.  This  Plan  shall  be known as the "International Trust
------------                                                
and  Financial  Systems,  Inc.  Non-Employee  Directors and Consultants Retainer
Stock  Plan  for  the  Year 2004," and is hereinafter referred to as the "Plan."
The  purposes  of  this  Plan  are  to  enable International Trust and Financial
Systems,  Inc.,  a Florida corporation (the "Company"), to promote the interests
of  the  Company  and  its stockholders by attracting and retaining non-employee
Directors  and  Consultants  capable  of  furthering  the  future success of the
Company  and by aligning their economic interests more closely with those of the
Company's  stockholders,  by paying their retainer or fees in the form of shares
of  the Company's common stock, par value $0.001 per share (the "Common Stock").

     2.   Definitions.  The  following  terms  shall have the meanings set forth
-----------                                                 
below:                                                                          

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

  "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

"Common Stock" has the meaning set forth in Paragraph 1 hereof.       

"Company" has the meaning set forth in Paragraph 1 hereof.            

"Deferral Election" has the meaning set forth in Paragraph 6 hereof.  

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

"Delivery Date" has the meaning set forth in Paragraph 6 hereof.      

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

"Effective Date" has the meaning set forth in Paragraph 3 hereof.     

"Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.   

     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price  of  the  Common                        

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Stock  during  the  last five trading days on the OTC Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.                                           

"Participant" has the meaning set forth in Paragraph 4 hereof.        

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

"Stock Retainer" has the meaning set forth in Paragraph 5 hereof.     

"Third Anniversary" has the meaning set forth in Paragraph 6 hereof.  

     3.   Effective  Date  of  the  Plan.  This  Plan  was  adopted by the Board
------------------------------                              
effective  March  5,  2004  (the  "Effective  Date").                           

     4.   Eligibility.  Each  individual  who is a Director or Consultant on the
-----------                                                 
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.      

     5.   Grants  of  Shares.  Commencing  on  the Effective Date, the amount of
------------------                                          
compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of  $0.25  per  Share.                                         

     6.   Deferral Option.  From and after the Effective Date, a Participant may
---------------                                             
make an election (a "Deferral Election") on an annual basis to defer delivery of
the Stock Retainer specifying which one of the following ways the Stock Retainer
is to be delivered (a) on the date which is three years after the Effective Date
for  which  it was originally payable (the "Third Anniversary"), (b) on the date
upon  which the Participant ceases to be a Director or Consultant for any reason
(the  "Departure  Date")  or (c) in five equal annual installments commencing on
the  Departure  Date  (the  "Third  Anniversary" and "Departure Date" each being
referred  to  herein as a "Delivery Date").  Such Deferral Election shall remain
in  effect  for each Subsequent Year unless changed, provided that, any Deferral
Election  with  respect  to  a  particular Year may not be changed less than six
months  prior to the beginning of such Year, and provided, further, that no more
than one Deferral Election or change thereof may be made in any Year.           

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the 30th day after the Effective Date.                                          

     7.   Deferred  Stock Accounts.  The Company shall maintain a Deferred Stock
------------------------                                    
Account  for  each  Participant  who makes a Deferral Election to which shall be
credited,  as of the applicable Payment Time, the number of shares of the Common
Stock  payable  pursuant  to  the  Stock Retainer to which the Deferral Election
relates.  So  long  as  any amounts in such Deferred Stock Account have not been
delivered  to  the  Participant  under  Paragraph  8 hereof, each Deferred Stock
Account  shall  be  credited  as  of  the  payment date for any dividend paid or

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other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.                                                                   

8.   Delivery  of  Shares.                                            
--------------------                                        

     (a)  The  shares  of  the  Common  Stock  in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.               

     (b)  The  Company may, but shall not be required to, create a grantor trust
or  utilize  an existing grantor trust (in either case, "Trust") to assist it in
accumulating  the  shares  of the Common Stock needed to fulfill its obligations
under this Paragraph 8.  However, Participants shall have no beneficial or other
interest  in  the Trust and the assets thereof, and their rights under this Plan
shall  be  as  general  creditors of the Company, unaffected by the existence or
nonexistence  of  the  Trust,  except  that  deliveries  of  Stock  Retainers to
Participants  from  the  Trust  shall,  to  the  extent  thereof,  be treated as
satisfying the Company's obligations under this Paragraph 8.                    

     9.  Share  Certificates;  Voting  and  Other  Rights.  The certificates for
------------------------------------------------              
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.  General  Restrictions.                                           
---------------------                                       

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

               (i)  Listing  or  approval  for  listing  upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;        

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

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

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

     11.  Shares  Available.  Subject  to Paragraph 12 below, the maximum number
-----------------                                           
of  shares  of  the  Common  Stock  which  may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is  2,000,000.  Shares  of the Common Stock
issuable  under  this  Plan  may be taken from treasury shares of the Company or
purchased  on the open market.  In the event that any outstanding Stock Retainer
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock  allocable  to  the  unexercised  portion  of  the Stock Retainer shall be
available for issuance under the International Trust and Financial Systems, Inc.
Employee  Stock  Incentive  Plan  for  the  Year  2004.                         

12.  Adjustments;  Change  of  Control.                               
---------------------------------                           

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

          (b)  If  the shares of the Common Stock credited to the Deferred Stock
Accounts  are  converted  pursuant  to  Paragraph  12(a)  into  another  form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

          (c)  In lieu of the adjustment contemplated by Paragraph 12(a), in the
event  of  a  Change  of  Control,  the following shall occur on the date of the
Change  of Control (i) the shares of the Common Stock held in each Participant's
Deferred  Stock  Account  shall be deemed to be issued and outstanding as of the
Change  of Control; (ii) the Company shall forthwith deliver to each Participant
who  has  a  Deferred Stock Account all of the shares of the Common Stock or any
other property held in such Participant's Deferred Stock Account; and (iii) this
Plan  shall  be  terminated.                                                    

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

               (i)  The  acquisition  by any individual, entity or group (within
the  meaning  of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act")) (a "Person") of beneficial ownership
(within  the  meaning  of  Rule  13d-3 promulgated under the Exchange Act) of 40
percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,                                                           

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merger or consolidation, the conditions described in clauses (A), (B) and (C) of
paragraph  (iii)  of  this  Paragraph  12(d)  are  satisfied;  or               

               (ii)  Individuals  who,  as  of  the  date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

             (iii)  Approval  by  the  stockholders  of  the  Company  of  a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

               (iv)  Approval  by  the  stockholders  of  the  Company  of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (C) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.                     

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13.     Administration;  Amendment  and  Termination.                 
--------------------------------------------          

          (a)  This  Plan shall be administered by a committee consisting of two
members  who  shall  be the current directors of the Company or senior executive
officers or other directors who are not Participants as may be designated by the
Chief  Executive  Officer  (the "Committee"), which shall have full authority to
construe  and  interpret  this  Plan,  to establish, amend and rescind rules and
regulations  relating  to  this  Plan, and to take all such actions and make all
such  determinations  in  connection  with this Plan as it may deem necessary or
desirable.                                                                      

          (b)  The  Board  may  from  time  to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Florida  law  or  to  qualify
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
--------------------------                                  
shall  be transferable only by will or the laws of descent and distribution.  No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.  Term  of  Plan.  No shares of the Common Stock shall be issued, unless
--------------                                              
and  until  the  Directors  of the Company have approved this Plan and all other
legal  requirements have been met.  This Plan was adopted by the Board effective
March 5, 2004, and shall expire on March 5, 2014.                               

     16.  Governing  Law.  This  Plan  and all actions taken thereunder shall be
--------------                                              
governed by, and construed in accordance with, the laws of the State of Florida.

     17.  Information to Shareholders.  The Company shall furnish to each of its
---------------------------                                 
stockholders financial statements of the Company at least annually.             

18.  Miscellaneous.                                                   
-------------                                               

          (a)  Nothing  in this Plan shall be deemed to create any obligation on
the  part  of the Board to nominate any Director for reelection by the Company's
stockholders  or to limit the rights of the stockholders to remove any Director.

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

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     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of March 5,
2004.                                                                           

                       INTERNATIONAL TRUST AND FINANCIAL
   SYSTEMS, INC.

               By /s/ Wilbert H. Marmion
                                     -------------------------------------------
                       Wilbert H. Marmion, President

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DEFR14C 35th Page of 146 TOC 1st Previous Next ↓Bottom Just 35th
 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 2

1.     General  Provisions.                                           
-------------------                                     

     1.1     Purpose.  This  Stock  Incentive  Plan  (the "Plan") is intended to
-------                                               
allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
International  Trust  and  Financial  Systems,  Inc., a Florida corporation (the
"Company")  and  its Subsidiaries (as that term is defined below) which they may
have from time to time (the Company and such Subsidiaries are referred to herein
as  the  "Company") to receive certain options (the "Stock Options") to purchase
common  stock  of  the Company, par value $0.001 per share (the "Common Stock"),
and  to  receive grants of the Common Stock subject to certain restrictions (the
"Awards").  As  used  in  this  Plan,  the  term  "Subsidiary"  shall  mean each
corporation  which  is  a  "subsidiary  corporation"  of  the Company within the
meaning  of Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code").  The  purpose  of  this  Plan  is  to  provide  the Employees, who make
significant  and  extraordinary  contributions  to  the  long-term  growth  and 
performance  of  the  Company, with equity-based compensation incentives, and to
attract  and  retain  the  Employees.                                           

1.2     Administration.                                               
--------------                                        

     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed by the provisions of the Company's Bylaws and of Florida law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2     The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.     

     1.2.3     The  Company  hereby  agrees  to indemnify and hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3     Eligibility  and  Participation.  The Employees eligible under this
-------------------------------                       
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.              

     1.4     Shares  Subject  to this Plan.  The maximum number of shares of the
-----------------------------                         
Common Stock that may be issued pursuant to this Plan shall be 6,000,000 subject
to  the  provisions  of Paragraph 4.1.  If shares of the Common Stock awarded or
issued  under this Plan are reacquired by the Company due to a forfeiture or for
any  other  reason,                                                             

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such  shares  shall  be  cancelled  and  thereafter shall again be available for
purposes of this Plan. If a Stock Option expires, terminates or is cancelled for
any reason without having been exercised in full, the shares of the Common Stock
not  purchased thereunder shall again be available for purposes of this Plan. In
the  event  that  any  outstanding Stock Option or Award under this Plan for any
reason  expires  or  is  terminated, the shares of Common Stock allocable to the
unexercised portion of the Stock Option or Award shall be available for issuance
under the International Trust and Financial Systems, Inc. Non-Employee Directors
and  Consultants  Retainer  Stock  Plan  for  the  Year  2004  No.  2.          

2.     Provisions  Relating  to  Stock  Options.                      
----------------------------------------                

     2.1     Grants  of Stock Options.  The Committee may grant Stock Options in
------------------------                              
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

     2.2     Purchase  Price.  The  purchase  price  (the  "Exercise  Price") of
---------------                                       
shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on the date of exercise.  For an Employee holding greater than 10 percent of the
total  voting power of all stock of the Company, either Common or Preferred, the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair  Market  Value  of the Common Stock on the date of the grant of the option.
As  used  herein,  "Fair  Market  Value"  means the mean between the highest and
lowest  reported sales prices of the Common Stock on the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange, on any other national
securities  exchange  on which the Common Stock is listed or on The Nasdaq Stock
Market,  or,  if  not so listed on any other national securities exchange or The
Nasdaq  Stock  Market,  then  the  average  of the bid price of the Common Stock
during  the  last  five  trading  days  on  the  OTC  Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.                                           

     2.3     Option Period.  The Stock Option period (the "Term") shall commence
-------------                                         
on  the  date of grant of the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange  Act  (the  "Section  16  Reporting  Persons")  pursuant to a qualified
employee  stock  option plan from the normal requirement of not selling until at
least six months and one day from the date the Stock Option is granted.         

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2.4     Exercise  of  Options.                                        
---------------------                                 

     2.4.1     Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

     2.4.2     Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

     2.4.3     No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.                                                    

     2.5     Continuous  Employment.  Except as provided in Paragraph 2.7 below,
----------------------                                
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration of such leave of absence, the
Employee's employment with the Company shall be deemed terminated as of the date
such  leave of absence commenced.  The continuous employment of an Employee with
the Company shall also be deemed to include any period during which the Employee
is  a  member  of  the  Armed  Forces  of  the  United  States,                 

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provided  that  the Employee returns to the employ of the Company within 90 days
(or  such  longer period as may be prescribed by law) from the date the Employee
first becomes entitled to a discharge from military service. If an Employee does
not return to the employ of the Company within 90 days (or such longer period as
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge  from  military  service,  the  Employee's employment with the Company
shall  be  deemed  to  have  terminated  as  of the date the Employee's military
service  ended.                                                                 

     2.6     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7     Termination  of  Employment.                                  
---------------------------                           

     2.7.1     Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:                                       

        (i)     At  least  six  months  from  the  date  of  termination  if
termination  was  caused  by  death  or  disability.                            

          (ii)     At  least 30 days from the date of termination if termination
was  caused  by  other  than  death  or  disability.                            

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3     For  purposes  of  this  Plan:                              

          (a)     "Retirement"  shall  mean  an  Employee's  retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and                                                             

          (b)     "Disability"  shall  mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

3.     Provisions  Relating  to  Awards.                              
--------------------------------                        

     3.1     Grant  of  Awards.  Subject  to  the  provisions  of this Plan, the
-----------------                                     
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not  be  identical)  of  each  Award,  including  the  consideration  (if       

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any)  to  be  paid  by  the  Employee  for  such Common Stock, which may, in the
Committee's  discretion,  consist  of  the delivery of the Employee's promissory
note  meeting  the  requirements  of  Paragraph  2.4.1, (4) establish and modify
performance  criteria  for  Awards,  and  (5)  make  all  of  the determinations
necessary  or advisable with respect to Awards under this Plan. Each Award under
this  Plan  shall  consist of a grant of shares of the Common Stock subject to a
restriction  period (after which the restrictions shall lapse), which shall be a
period  commencing  on  the date the Award is granted and ending on such date as
the  Committee  shall  determine  (the  "Restriction Period"). The Committee may
provide  for  the lapse of restrictions in installments, for acceleration of the
lapse  of  restrictions  upon  the  satisfaction  of  such  performance or other
criteria or upon the occurrence of such events as the Committee shall determine,
and for the early expiration of the Restriction Period upon an Employee's death,
Disability  or  Retirement as defined in Paragraph 2.7.3, or, following a Change
of  Control, upon termination of an Employee's employment by the Company without
"Cause" or by the Employee for "Good Reason," as those terms are defined herein.
For  purposes  of  this  Plan:                                                  

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee by the Company for "Cause," shall mean:                                

               (a)     The  Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

            (b)     The  conviction  of  the  Employee  of  a  felony;  or

               (c)     The  Employee's  commission of fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or                     

               (d)     The  Employee's gross misconduct causing material harm to
the Company.                                                                    

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)     The  assignment  to  the  Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom  he  reported  immediately  prior  to  the  Change  of  Control;  or       

               (b)     The  elimination  or  reassignment  of  a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or                                               

               (c)     A  reduction by the Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or   

               (d)     The  Company  requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

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               (e)     The  failure  of  the  Company  to  grant  the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

               (f)     The  failure  of  the  Company  to  obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2     Incentive  Agreements.  Each Award granted under this Plan shall be
---------------------                                 
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3     Amendment,  Modification and Waiver of Restrictions.  The Committee
---------------------------------------------------   
may  modify  or  amend  any  Award  under this Plan or waive any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.                          

     3.4     Terms and Conditions of Awards.  Upon receipt of an Award of shares
------------------------------                        
of  the  Common  Stock  under  this Plan, even during the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

     3.4.1     Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2     If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

     3.4.3     The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.       

4.     Miscellaneous  Provisions.                                     
-------------------------                               

4.1     Adjustments  Upon  Change  in  Capitalization.                
---------------------------------------------         

     4.1.1     The  number and class of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a  
recapitalization  (other than the conversion of convertible securities according
to  their                                                                       

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terms),  a  combination  of shares or other like capital adjustment, so that (a)
upon  exercise  of  the  Stock Option, the Employee shall receive the number and
class  of  shares  the  Employee  would  have received prior to any such capital
adjustment  becoming  effective,  and  (b) upon the lapse of restrictions of the
Award  Shares,  the  Employee  shall  receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.                                                                      

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.          

     4.2     Withholding Taxes.  The Company shall have the right at the time of
-----------------                                     
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)     The  withholding of Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and       

               (b)     The  withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings. 

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

     4.3     Relationship  to  Other  Employee Benefit Plans.  Stock Options and
-----------------------------------------------       
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.                                                               

     4.4     Amendments and Termination.  The Board of Directors may at any time
--------------------------                            
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which  may  be  issued  under  this  Plan  (subject to Paragraph 4.1
hereof),  or  (3)  materially  modify  the  requirements  as  to eligibility for
participation  in  this  Plan.                                                  

     4.5     Successors  in  Interest.  The  provisions  of  this  Plan  and the
------------------------                              
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.                                      

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     4.6     Other  Documents.  All documents prepared, executed or delivered in
----------------                                      
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7     Fairness  of  the  Repurchase Price.  In the event that the Company
-----------------------------------                   
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8     No  Obligation  to  Continue  Employment.  This Plan and the grants
----------------------------------------              
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9     Misconduct  of an Employee.  Notwithstanding any other provision of
--------------------------                            
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10     Term  of  Plan.  No  Stock  Option  shall be exercisable, or Award
--------------                                      
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective  June 2, 2004.  No Stock Options or Awards may be granted under
this  Plan  after  June  2,  2014.                                              

     4.11     Governing  Law.  This  Plan and all actions taken thereunder shall
--------------                                      
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Florida.                                                                        

     4.12     Assumption  Agreements.  The  Company will require each successor,
----------------------                              
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions  remaining  to  be  performed  by  the Company under each
Incentive  Agreement  and  Stock  Option  and  to  preserve  the benefits to the
Employees  thereunder.  Such  assumption  and  agreement shall be set forth in a
written  agreement  in  form  and  substance  satisfactory  to the Committee (an
"Assumption  Agreement"),  and  shall  include  such adjustments, if any, in the
application  of the provisions of the Incentive Agreements and Stock Options and
such  additional provisions, if any, as the Committee shall require and approve,
in  order  to  preserve  such  benefits  to the Employees.  Without limiting the
generality  of  the foregoing, the Committee may require an Assumption Agreement
to  include  satisfactory  undertakings  by  a  successor:                      

               (a)     To  provide  liquidity to the Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

               (b)     If  the  succession  occurs  before the expiration of any
period  specified  in  the  Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;                      

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              (c)     To  require  any  future  successor  to  enter  into  an
Assumption Agreement;  and                                                      

               (d)     To  take or refrain from taking such other actions as the
Committee  may  require  and  approve,  in  its  discretion.                    

     4.13     Compliance  with  Rule  16b-3.  Transactions  under  this Plan are
-----------------------------                       
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.                  

     4.14     Information to Shareholders.  The Company shall furnish to each of
---------------------------                         
its stockholders financial statements of the Company at least annually.         

     IN  WITNESS  WHEREOF,  this  Plan has been executed effective as of June 2,
2004.                                                                           

                       INTERNATIONAL TRUST AND FINANCIAL
   SYSTEMS, INC.

                 By  /s/  Wilbert H. Marmion
                            ----------------------------------
                       Wilbert H. Marmion, President

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 INTERNATIONAL TRUST AND FINANCIAL SYSTEMS, INC.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
 YEAR 2004

     1.     Introduction.  This  Plan shall be known as the "International Trust
------------                                            
and  Financial  Systems,  Inc.  Non-Employee  Directors and Consultants Retainer
Stock  Plan  for  the  Year  2004  No. 2," and is hereinafter referred to as the
"Plan."  The  purposes  of  this  Plan  are  to  enable  International Trust and
Financial  Systems,  Inc., a Florida corporation (the "Company"), to promote the
interests  of  the  Company  and  its  stockholders  by attracting and retaining
non-employee  Directors and Consultants capable of furthering the future success
of  the Company and by aligning their economic interests more closely with those
of  the  Company's stockholders, by paying their retainer or fees in the form of
shares  of  the  Company's common stock, par value $0.001 per share (the "Common
Stock").                                                                        

     2.     Definitions.  The  following terms shall have the meanings set forth
-----------                                             
below:                                                                          

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

  "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

"Common Stock" has the meaning set forth in Paragraph 1 hereof.       

"Company" has the meaning set forth in Paragraph 1 hereof.            

     "Consultants"  means  the  Company's  consultants and advisors only if: (i)
they  are  natural persons; (ii) they provide bona fide services to the Company;
and  (iii)  the  services  are  not  in  connection  with  the  offer or sale of
securities  in  a capital-raising transaction, and do not directly or indirectly
promote  or  maintain  a  market  for  the  Company's  securities.              

"Deferral Election" has the meaning set forth in Paragraph 6 hereof.  

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

"Delivery Date" has the meaning set forth in Paragraph 6 hereof.      

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

"Effective Date" has the meaning set forth in Paragraph 3 hereof.     

"Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.   

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     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

"Participant" has the meaning set forth in Paragraph 4 hereof.        

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

"Stock Retainer" has the meaning set forth in Paragraph 5 hereof.     

"Third Anniversary" has the meaning set forth in Paragraph 6 hereof.  

     3.     Effective  Date  of  the  Plan.  This  Plan was adopted by the Board
------------------------------                          
effective June 2, 2004 (the "Effective Date").                                  

     4.     Eligibility.  Each individual who is a Director or Consultant on the
-----------                                             
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.      

     5.     Grants  of  Shares.  Commencing on the Effective Date, the amount of
------------------                                      
compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of  $0.02  per  Share.                                         

     6.     Deferral  Option.  From  and after the Effective Date, a Participant
----------------                                        
may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any  Deferral Election with respect to a particular Year may not be changed less
than six months prior to the beginning of such Year, and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.                                    

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     7.     Deferred  Stock  Accounts.  The  Company  shall  maintain a Deferred
-------------------------                               
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to the Participant under Paragraph 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.                                                                   

8.     Delivery  of  Shares.                                          
--------------------                                    

     (a)     The  shares  of  the Common Stock in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.               

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated as satisfying the Company's obligations under this Paragraph 8.         

     9.     Share  Certificates;  Voting and Other Rights.  The certificates for
---------------------------------------------           
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.     General  Restrictions.                                        
---------------------                                 

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

               (i)     Listing  or  approval for listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;        

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

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

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

     11.     Shares  Available.  Subject  to  Paragraph  12  below,  the maximum
-----------------                                     
number of shares of the Common Stock which may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is  2,000,000.  Shares  of the Common Stock
issuable  under  this  Plan  may be taken from treasury shares of the Company or
purchased  on the open market.  In the event that any outstanding Stock Retainer
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock  allocable  to  the  unexercised  portion  of  the Stock Retainer shall be
available for issuance under the International Trust and Financial Systems, Inc.
Employee Stock Incentive Plan for the Year 2004 No. 2.                          

12.     Adjustments;  Change  of  Control.                            
---------------------------------                     

          (a)     In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,    
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the 
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any other relevant provisions of this Plan to reflect any such transaction.     

          (b)     If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

          (c)     In the event of a Change of Control, the following shall occur
on the date of the Change of Control: (i) the shares of the Common Stock held in
each  Participant's  Deferred  Stock  Account  shall  be deemed to be issued and
outstanding  as  of  the  Change  of  Control;  (ii) the Company shall forthwith
deliver  to  each Participant who has a Deferred Stock Account all of the shares
of  the  Common  Stock or any other property held in such Participant's Deferred
Stock  Account;  and  (iii)  this  Plan  shall  be  terminated.                 

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

               (i)     The  acquisition  by  any  individual,  entity  or  group
(within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of  40  percent  or more of either (1) the then outstanding shares of the Common
Stock  of  the  Company  (the  "Outstanding  Company  Common Stock"), or (2) the
combined  voting  power  of  then  outstanding  voting securities of the Company
entitled  to  vote  generally  in  the  election  of directors (the "Outstanding
Company  Voting Securities"); provided, however, that the following acquisitions
shall  not  constitute a Change of Control (A) any acquisition directly from the
Company  (excluding  an  acquisition  by  virtue of the exercise of a conversion
privilege  unless  the  security being so converted was itself acquired directly
from  the  Company),  (B) any acquisition by the Company, (C) any acquisition by
any  employee  benefit  plan  (or  related trust) sponsored or maintained by the
Company  or  any                                                                

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corporation  controlled by the Company or (D) any acquisition by any corporation
pursuant  to  a  reorganization,  merger  or  consolidation,  if, following such
reorganization,  merger  or  consolidation,  the conditions described in clauses
(A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are satisfied; or   

               (ii)     Individuals  who,  as of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or     

               (iii)     Approval  by  the  stockholders  of  the  Company  of a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

               (iv)     Approval  by  the  stockholders  of the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (C) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.                     

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13.     Administration;  Amendment  and  Termination.                 
--------------------------------------------          

          (a)     This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.                                                 

          (b)     The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Florida  law  or  to  qualify
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.     Term  of  Plan.  No  shares  of  the  Common Stock shall be issued,
--------------                                        
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective  June  2,  2004,  and  shall  expire  on  June  2,  2014.             

     16.     Governing Law.  This Plan and all actions taken thereunder shall be
-------------                                         
governed by, and construed in accordance with, the laws of the State of Florida.

     17.     Information  to Shareholders.  The Company shall furnish to each of
----------------------------                          
its stockholders financial statements of the Company at least annually.         

18.     Miscellaneous.                                                
-------------                                         

          (a)     Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.                                                                       

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

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 IN WITNESS WHEREOF, this Plan has been executed effective as of June 2,
2004.                                                                           

                       INTERNATIONAL TRUST AND FINANCIAL
   SYSTEMS, INC.

                 By  /s/  Wilbert H. Marmion
                            ----------------------------------
                       Wilbert H. Marmion, President

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DEFR14C 51st Page of 146 TOC 1st Previous Next ↓Bottom Just 51st
MARMION INDUSTRIES CORP.
Amended EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 No. 2 

1.       General Provisions.                                                    

    1.1 Purpose. This Stock Incentive Plan (the "Plan") is intended to allow
designated officers and employees (all of whom are sometimes collectively       
referred to herein as the "Employees," or individually as the "Employee") of    
Marmion Industries Corp., a Nevada corporation (the "Company") and its          
Subsidiaries (as that term is defined below) which they may have from time to   
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company, par value $0.001 per share (the "Common Stock"), and to receive grants 
of the Common Stock subject to certain restrictions (the "Awards"). As used in  
this Plan, the term "Subsidiary" shall mean each corporation which is a         
"subsidiary corporation" of the Company within the meaning of Section 424(f) of 
the Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this 
Plan is to provide the Employees, who make significant and extraordinary        
contributions to the long-term growth and performance of the Company, with      
equity-based compensation incentives, and to attract and retain the Employees.  

1.2 Administration.                                                 

   1.2.1 The Plan shall be administered by the Compensation Committee (the
"Committee") of, or appointed by, the Board of Directors of the Company (the    
"Board"). The Committee shall select one of its members as Chairman and shall   
act by vote of a majority of a quorum, or by unanimous written consent. A       
majority of its members shall constitute a quorum. The Committee shall be       
governed by the provisions of the Company's Bylaws and of Nevada law applicable 
to the Board, except as otherwise provided herein or determined by the Board.   

1.2.2 The Committee shall have full and complete authority, in its  
discretion, but subject to the express provisions of this Plan (a) to approve   
the Employees nominated by the management of the Company to be granted Awards or
Stock Options; (b) to determine the number of Awards or Stock Options to be     
granted to an Employee; (c) to determine the time or times at which Awards or   
Stock Options shall be granted; to establish the terms and conditions upon which
Awards or Stock Options may be exercised; (d) to remove or adjust any           
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time of grant, provisions relating to exercisability of Stock Options and to    
accelerate or otherwise modify the exercisability of any Stock Options; and (f) 
to adopt such rules and regulations and to make all other determinations deemed 
necessary or desirable for the administration of this Plan. All interpretations 
and constructions of this Plan by the Committee, and all of its actions         
hereunder, shall be binding and conclusive on all persons for all purposes.     

1.2.3 The Company hereby agrees to indemnify and hold harmless each 
Committee member and each Employee, and the estate and heirs of such Committee  
member or Employee, against all claims, liabilities, expenses, penalties,       
damages or other pecuniary losses, including legal fees, which such Committee   
member or Employee, his estate or heirs may suffer as a result of his           
responsibilities, obligations or duties in connection with this Plan, to the    
extent that insurance, if any, does not cover the payment of such items. No     
member of the Committee or the Board shall be liable for any action or          
determination made in good faith with respect to this Plan or any Award or Stock
Option granted pursuant to this Plan.                                           

     1.3 Eligibility and Participation. The Employees eligible under this Plan
shall be approved by the Committee from those Employees who, in the opinion of  
the management of the Company, are in positions which enable them to make       
significant contributions to the long-term performance and growth of the        
Company. In selecting the Employees to whom Award or Stock Options may be       
granted, consideration shall be given to factors such as employment position,   
duties and responsibilities, ability, productivity, length of service, morale,  
interest in the Company and recommendations of supervisors.                     

1.4 Shares Subject to this Plan. The maximum number of shares of the
Common Stock that may be issued pursuant to this Plan shall be 6,000,000 subject
to the provisions of Paragraph 4.1. If shares of the Common Stock awarded or    
issued under this Plan are reacquired by the Company due to a forfeiture or for 
any other reason, such shares shall be cancelled and thereafter shall again be  
available for purposes of this Plan. If a Stock Option expires, terminates or is
cancelled for any reason without having been exercised in full, the shares of   
the Common Stock not purchased thereunder shall again be available for purposes 
of this Plan. In the event that any outstanding Stock Option or Award under this
Plan for any reason expires or is terminated, the shares of Common Stock        
allocable to the unexercised portion of the Stock Option or Award shall be      
available for issuance under the Marmion Industries Corp. Amended Non-Employee  
Directors and Consultants Retainer Stock Plan for the Year 2004 No. 2. The      
Compensation Committee may, in its discretion, increase the number of shares    
available for issuance under this Plan, while correspondingly decreasing the    
number of shares available for issuance under Marmion Industries Corp. Amended  
Non-Employee Directors and Consultants Retainer Stock Plan for the Year 2004 No.
2.                                                                              

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2. Provisions Relating to Stock Options.                            

      2.1 Grants of Stock Options. The Committee may grant Stock Options in such
amounts, at such times, and to the Employees nominated by the management of the 
Company as the Committee, in its discretion, may determine. Stock Options       
granted under this Plan shall constitute "incentive stock options" within the   
meaning of Section 422 of the Code, if so designated by the Committee on the    
date of grant. The Committee shall also have the discretion to grant Stock      
Options which do not constitute incentive stock options, and any such Stock     
Options shall be designated non-statutory stock options by the Committee on the 
date of grant. The aggregate Fair Market Value (determined as of the time an    
incentive stock option is granted) of the Common Stock with respect to which    
incentive stock options are exercisable for the first time by any Employee      
during any one calendar year (under all plans of the Company and any parent or  
subsidiary of the Company) may not exceed the maximum amount permitted under    
Section 422 of the Code (currently, $100,000.00). Non-statutory stock options   
shall not be subject to the limitations relating to incentive stock options     
contained in the preceding sentence. Each Stock Option shall be evidenced by a  
written agreement (the "Option Agreement") in a form approved by the Committee, 
which shall be executed on behalf of the Company and by the Employee to whom the
Stock Option is granted, and which shall be subject to the terms and conditions 
of this Plan. In the discretion of the Committee, Stock Options may include     
provisions (which need not be uniform), authorized by the Committee in its      
discretion, that accelerate an Employee's rights to exercise Stock Options      
following a "Change in Control," upon termination of the Employee's employment  
by the Company without "Cause" or by the Employee for "Good Reason," as such    
terms are defined in Paragraph 3.1 hereof. The holder of a Stock Option shall   
not be entitled to the privileges of stock ownership as to any shares of the    
Common Stock not actually issued to such holder.                                

      2.2 Purchase Price. The purchase price (the "Exercise Price") of shares of
the Common Stock subject to each Stock Option (the "Option Shares") shall not be
less than 85 percent of the Fair Market Value of the Common Stock on the date of
the grant of the option. For an Employee holding greater than 10 percent of the 
total voting power of all stock of the Company, either Common or Preferred, the 
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair Market Value of the Common Stock on the date of the grant of the option. As
used herein, "Fair Market Value" means the mean between the highest and lowest  
reported sales prices of the Common Stock on the New York Stock Exchange        
Composite Tape or, if not listed on such exchange, on any other national        
securities exchange on which the Common Stock is listed or on The Nasdaq Stock  
Market, or, if not so listed on any other national securities exchange or The   
Nasdaq Stock Market, then the average of the bid price of the Common Stock      
during the last five trading days on the OTC Bulletin Board immediately         
preceding the last trading day prior to the date with respect to which the Fair 
Market Value is to be determined. If the Common Stock is not then publicly      
traded, then the Fair Market Value of the Common Stock shall be the book value  
of the Company per share as determined on the last day of March, June,          
September, or December in any year closest to the date when the determination is
to be made. For the purpose of determining book value hereunder, book value     
shall be determined by adding as of the applicable date called for herein the   
capital, surplus, and undivided profits of the Company, and after having        
deducted any reserves theretofore established; the sum of these items shall be  
divided by the number of shares of the Common Stock outstanding as of said date,
and the quotient thus obtained shall represent the book value of each share of  
the Common Stock of the Company.                                                

     2.3 Option Period. The Stock Option period (the "Term") shall commence on
the date of grant of the Stock Option and shall be 10 years or such shorter     
period as is determined by the Committee. Each Stock Option shall provide that  
it is exercisable over its term in such periodic installments as the Committee  
may determine, subject to the provisions of Paragraph 2.4.1. Section 16(b) of   
the Securities Exchange Act of 1934, as amended (the "Exchange Act") exempts    
persons normally subject to the reporting requirements of Section 16(a) of the  
Exchange Act (the "Section 16 Reporting Persons") pursuant to a qualified       
employee stock option plan from the normal requirement of not selling until at  
least six months and one day from the date the Stock Option is granted.         

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2.4 Exercise of Options.                                            

    2.4.1 Each Stock Option may be exercised in whole or in part (but not as
to fractional shares) by delivering it for surrender or endorsement to the      
Company, attention of the Corporate Secretary, at the principal office of the   
Company, together with payment of the Exercise Price and an executed Notice and 
Agreement of Exercise in the form prescribed by Paragraph 2.4.2. Payment may be 
made (a) in cash, (b) by cashier's or certified check, (c) by surrender of      
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from the Option Shares which would otherwise be issuable upon the exercise of   
the Stock Option that number of Option Shares equal to the exercise price of the
Stock Option, if such withholding is authorized by the Committee in its         
discretion, or (e) in the discretion of the Committee, by the delivery to the   
Company of the optionee's promissory note secured by the Option Shares, bearing 
interest at a rate sufficient to prevent the imputation of interest under       
Sections 483 or 1274 of the Code, and having such other terms and conditions as 
may be satisfactory to the Committee. Subject to the provisions of this         
Paragraph 2.4 and Paragraph 2.5, the Employee has the right to exercise his or  
her Stock Options at the rate of at least 20 percent per year over five years   
from the date the Stock Option is granted.                                      

    2.4.2 Exercise of each Stock Option is conditioned upon the agreement of
the Employee to the terms and conditions of this Plan and of such Stock Option  
as evidenced by the Employee's execution and delivery of a Notice and Agreement 
of Exercise in a form to be determined by the Committee in its discretion. Such 
Notice and Agreement of Exercise shall set forth the agreement of the Employee  
that (a) no Option Shares will be sold or otherwise distributed in violation of 
the Securities Act of 1933, as amended (the "Securities Act") or any other      
applicable federal or state securities laws, (b) each Option Share certificate  
may be imprinted with legends reflecting any applicable federal and state       
securities law restrictions and conditions, (c) the Company may comply with said
securities law restrictions and issue "stop transfer" instructions to its       
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16 Reporting Person, the Employee will furnish to the Company a copy of each    
Form 4 or Form 5 filed by said Employee and will timely file all reports        
required under federal securities laws, and (e) the Employee will report all    
sales of Option Shares to the Company in writing on a form prescribed by the    
Company.                                                                        

      2.4.3 No Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and all other legal requirements, have been fully complied with. At no time     
shall the total number of securities issuable upon exercise of all outstanding  
options under this Plan, and the total number of securities provided for under  
any bonus or similar plan or agreement of the Company exceed a number of        
securities which is equal to 30 percent of the then outstanding securities of   
the Company, unless a percentage higher than 30 percent is approved by at least 
two-thirds of the outstanding securities entitled to vote. The Company will use 
reasonable efforts to maintain the effectiveness of a Registration Statement    
under the Securities Act for the issuance of Stock Options and shares acquired  
thereunder, but there may be times when no such Registration Statement will be  
currently effective. The exercise of Stock Options may be temporarily suspended 
without liability to the Company during times when no such Registration         
Statement is currently effective, or during times when, in the reasonable       
opinion of the Committee, such suspension is necessary to preclude violation of 
any requirements of applicable law or regulatory bodies having jurisdiction over
the Company. If any Stock Option would expire for any reason except the end of  
its term during such a suspension, then if exercise of such Stock Option is duly
tendered before its expiration, such Stock Option shall be exercisable and      
exercised (unless the attempted exercise is withdrawn) as of the first day after
the end of such suspension. The Company shall have no obligation to file any    
Registration Statement covering resales of Option Shares.                       

    2.5 Continuous Employment. Except as provided in Paragraph 2.7 below, an
Employee may not exercise a Stock Option unless from the date of grant to the   
date of exercise the Employee remains continuously in the employ of the Company.
For purposes of this Paragraph 2.5, the period of continuous employment of an   
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with the consent of the Company, provided that such leave of absence shall not  

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exceed three months and that the Employee returns to the employ of the Company  
at the expiration of such leave of absence. If the Employee fails to return to  
the employ of the Company at the expiration of such leave of absence, the       
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced. The continuous employment of an Employee with  
the Company shall also be deemed to include any period during which the Employee
is a member of the Armed Forces of the United States, provided that the Employee
returns to the employ of the Company within 90 days (or such longer period as   
may be prescribed by law) from the date the Employee first becomes entitled to a
discharge from military service. If an Employee does not return to the employ of
the Company within 90 days (or such longer period as may be prescribed by law)  
from the date the Employee first becomes entitled to a discharge from military  
service, the Employee's employment with the Company shall be deemed to have     
terminated as of the date the Employee's military service ended.                

   2.6 Restrictions on Transfer. Each Stock Option granted under this Plan
shall be transferable only by will or the laws of descent and distribution. No  
interest of any Employee under this Plan shall be subject to attachment,        
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or equitable process. Each Stock Option granted under this Plan shall be        
exercisable during an Employee's lifetime only by the Employee or by the        
Employee's legal representative.                                                

2.7 Termination of Employment.                                      

     2.7.1 Upon an Employee's Retirement, Disability (both terms being defined
below) or death, (a) all Stock Options to the extent then presently exercisable 
shall remain in full force and effect and may be exercised pursuant to the      
provisions thereof, and (b) unless otherwise provided by the Committee, all     
Stock Options to the extent not then presently exercisable by the Employee shall
terminate as of the date of such termination of employment and shall not be     
exercisable thereafter. Unless employment is terminated for cause, as defined by
applicable law, the right to exercise in the event of termination of employment,
to the extent that the optionee is entitled to exercise on the date the         
employment terminates as follows:                                               

           (i) At least six months from the date of termination if termination
was caused by death or disability.                                              

         (ii) At least 30 days from the date of termination if termination
was caused by other than death or disability.                                   

      2.7.2 Upon the termination of the employment of an Employee for any reason
other than those specifically set forth in Paragraph 2.7.1, (a) all Stock       
Options to the extent then presently exercisable by the Employee shall remain   
exercisable only for a period of 90 days after the date of such termination of  
employment (except that the 90 day period shall be extended to 12 months if the 
Employee shall die during such 90 day period), and may be exercised pursuant to 
the provisions thereof, including expiration at the end of the fixed term       
thereof, and (b) unless otherwise provided by the Committee, all Stock Options  
to the extent not then presently exercisable by the Employee shall terminate as 
of the date of such termination of employment and shall not be exercisable      
thereafter. 2.7.3 For purposes of this Plan:                                    

            (a) "Retirement" shall mean an Employee's retirement from the employ
of the Company on or after the date on which the Employee attains the age of 65 
years; and                                                                      

        (b) "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability shall be determined (i) on medical evidence by a licensed physician  
designated by the Committee, or (ii) on evidence that the Employee has become   
entitled to receive primary benefits as a disabled employee under the Social    
Security Act in effect on the date of such disability.                          

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3. Provisions Relating to Awards.                                   

      3.1 Grant of Awards. Subject to the provisions of this Plan, the Committee
shall have full and complete authority, in its discretion, but subject to the   
express provisions of this Plan, to (1) grant Awards pursuant to this Plan, (2) 
determine the number of shares of the Common Stock subject to each Award (the   
"Award Shares"), (3) determine the terms and conditions (which need not be      
identical) of each Award, including the consideration (if any) to be paid by the
Employee for such Common Stock, which may, in the Committee's discretion,       
consist of the delivery of the Employee's promissory note meeting the           
requirements of Paragraph 2.4.1, (4) establish and modify performance criteria  
for Awards, and (5) make all of the determinations necessary or advisable with  
respect to Awards under this Plan. Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period (after which
the restrictions shall lapse), which shall be a period commencing on the date   
the Award is granted and ending on such date as the Committee shall determine   
(the "Restriction Period"). The Committee may provide for the lapse of          
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall determine, and for the early expiration of   
the Restriction Period upon an Employee's death, Disability or Retirement as    
defined in Paragraph 2.7.3, or, following a Change of Control, upon termination 
of an Employee's employment by the Company without "Cause" or by the Employee   
for "Good Reason," as those terms are defined herein. For purposes of this Plan:

    "Change of Control" shall be deemed to occur (a) on the date the Company
first has actual knowledge that any person (as such term is used in Sections    
13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as     
defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of     
securities of the Company representing 40 percent or more of the combined voting
power of the Company's then outstanding securities, or (b) on the date the      
stockholders of the Company approve (i) a merger of the Company with or into any
other corporation in which the Company is not the surviving corporation or in   
which the Company survives as a subsidiary of another corporation, (ii) a       
consolidation of the Company with any other corporation, or (iii) the sale or   
disposition of all or substantially all of the Company's assets or a plan of    
complete liquidation.                                                           

    "Cause," when used with reference to termination of the employment of an
Employee by the Company for "Cause," shall mean:                                

        (a) The Employee's continuing willful and material breach of his
duties to the Company after he receives a demand from the Chief Executive of the
Company specifying the manner in which he has willfully and materially breached 
such duties, other than any such failure resulting from Disability of the       
Employee or his resignation for "Good Reason," as defined herein; or            

(b) The conviction of the Employee of a felony; or      

   (c) The Employee's commission of fraud in the course of his
employment with the Company, such as embezzlement or other material and         
intentional violation of law against the Company; or                            

        (d) The Employee's gross misconduct causing material harm to the
Company.                                                                        

"Good Reason" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within 90 days prior to 
the Employee's resignation, unless the Employee shall have consented thereto in 
writing:                                                                        

          (a) The assignment to the Employee of duties inconsistent with his
executive status prior to the Change of Control or a substantive change in the  
officer or officers to whom he reports from the officer or officers to whom he  
reported immediately prior to the Change of Control; or                         

          (b)The elimination or reassignment of a majority of the duties and
responsibilities that were assigned to the Employee immediately prior to the    
Change of Control; or                                                           

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           (c) A reduction by the Company in the Employee's annual base salary
as in effect immediately prior to the Change of Control; or                     

           (d) The Company requiring the Employee to be based anywhere outside
a 35-mile radius from his place of employment immediately prior to the Change of
Control, except for required travel on the Company's business to an extent      
substantially consistent with the Employee's business travel obligations        
immediately prior to the Change of Control; or                                  

          (e) The failure of the Company to grant the Employee a performance
bonus reasonably equivalent to the same percentage of salary the Employee       
normally received prior to the Change of Control, given comparable performance  
by the Company and the Employee; or                                             

          (f) The failure of the Company to obtain a satisfactory Assumption
Agreement (as defined in Paragraph 4.12 of this Plan) from a successor, or the  
failure of such successor to perform such Assumption Agreement.                 

 3.2 Incentive Agreements. Each Award granted under this Plan shall be
evidenced by a written agreement (an "Incentive Agreement") in a form approved  
by the Committee and executed by the Company and the Employee to whom the Award 
is granted. Each Incentive Agreement shall be subject to the terms and          
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3 Amendment, Modification and Waiver of Restrictions. The Committee may
modify or amend any Award under this Plan or waive any restrictions or          
conditions applicable to the Award; provided, however, that the Committee may   
not undertake any such modifications, amendments or waivers if the effect       
thereof materially increases the benefits to any Employee, or adversely affects 
the rights of any Employee without his consent.                                 

     3.4 Terms and Conditions of Awards. Upon receipt of an Award of shares of
the Common Stock under this Plan, even during the Restriction Period, an        
Employee shall be the holder of record of the shares and shall have all the     
rights of a stockholder with respect to such shares, subject to the terms and   
conditions of this Plan and the Award.                                          

      3.4.1 Except as otherwise provided in this Paragraph 3.4, no shares of the
Common Stock received pursuant to this Plan shall be sold, exchanged,           
transferred, pledged, hypothecated or otherwise disposed of during the          
Restriction Period applicable to such shares. Any purported disposition of such 
Common Stock in violation of this Paragraph 3.4 shall be null and void.         

      3.4.2 If an Employee's employment with the Company terminates prior to the
expiration of the Restriction Period for an Award, subject to any provisions of 
the Award with respect to the Employee's death, Disability or Retirement, or    
Change of Control, all shares of the Common Stock subject to the Award shall be 
immediately forfeited by the Employee and reacquired by the Company, and the    
Employee shall have no further rights with respect to the Award. In the         
discretion of the Committee, an Incentive Agreement may provide that, upon the  
forfeiture by an Employee of Award Shares, the Company shall repay to the       
Employee the consideration (if any) which the Employee paid for the Award Shares
on the grant of the Award. In the discretion of the Committee, an Incentive     
Agreement may also provide that such repayment shall include an interest factor 
on such consideration from the date of the grant of the Award to the date of    
such repayment.                                                                 

 3.4.3 The Committee may require under such terms and conditions as it
deems appropriate or desirable that (a) the certificates for the Common Stock   
delivered under this Plan are to be held in custody by the Company or a person  
or institution designated by the Company until the Restriction Period expires,  
(b) such certificates shall bear a legend referring to the restrictions on the  
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.       

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4. Miscellaneous Provisions.                                        

4.1 Adjustments Upon Change in Capitalization.                      

  4.1.1 The number and class of shares subject to each outstanding Stock
Option, the Exercise Price thereof (and the total price), the maximum number of 
Stock Options that may be granted under this Plan, the minimum number of shares 
as to which a Stock Option may be exercised at any one time, and the number and 
class of shares subject to each outstanding Award, shall not be proportionately 
adjusted in the event of any increase or decrease in the number of the issued   
shares of the Common Stock which results from a split-up or consolidation of    
shares, payment of a stock dividend or dividends exceeding a total of five      
percent for which the record dates occur in any one fiscal year, a              
recapitalization (other than the conversion of convertible securities according 
to their terms), a combination of shares or other like capital adjustment, so   
that (a) upon exercise of the Stock Option, the Employee shall receive the      
number and class of shares the Employee would have received prior to any such   
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the Award Shares, the Employee shall receive the number and class of shares the 
Employee would have received prior to any such capital adjustment becoming      
effective.                                                                      

    4.1.2 Upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving  
corporation or in which the Company survives as a wholly-owned subsidiary of    
another corporation, or upon a sale of all or substantially all of the property 
of the Company to another corporation, or any dividend or distribution to       
stockholders of more than 10 percent of the Company's assets, adequate          
adjustment or other provisions shall be made by the Company or other party to   
such transaction so that there shall remain and/or be substituted for the Option
Shares and Award Shares provided for herein, the shares, securities or assets   
which would have been issuable or payable in respect of or in exchange for such 
Option Shares and Award Shares then remaining, as if the Employee had been the  
owner of such shares as of the applicable date. Any securities so substituted   
shall be subject to similar successive adjustments.                             

  4.2 Withholding Taxes. The Company shall have the right at the time of
exercise of any Stock Option, the grant of an Award, or the lapse of            
restrictions on Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by law to be    
withheld with respect to such exercise (the "Tax Liability"), to ensure the     
payment of any such Tax Liability. The Company may provide for the payment of   
any Tax Liability by any of the following means or a combination of such means, 
as determined by the Committee in its sole and absolute discretion in the       
particular case (1) by requiring the Employee to tender a cash payment to the   
Company, (2) by withholding from the Employee's salary, (3) by withholding from 
the Option Shares which would otherwise be issuable upon exercise of the Stock  
Option, or from the Award Shares on their grant or date of lapse of             
restrictions, that number of Option Shares or Award Shares having an aggregate  
Fair Market Value (determined in the manner prescribed by Paragraph 2.2) as of  
the date the withholding tax obligation arises in an amount which is equal to   
the Employee's Tax Liability or (4) by any other method deemed appropriate by   
the Committee. Satisfaction of the Tax Liability of a Section 16 Reporting      
Person may be made by the method of payment specified in clause (3) above only  
if the following two conditions are satisfied:                                  

    (a) The withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and one day      
following the date of grant of such Stock Option or Award; and                  

           (b) The withholding of Option Shares or Award Shares is made either
(i) pursuant to an irrevocable election (the "Withholding Election") made by the
Employee at least six months in advance of the withholding of Options Shares or 
Award Shares, or (ii) on a day within a 10-day "window period" beginning on the 
third business day following the date of release of the Company's quarterly or  
annual summary statement of sales and earnings.                                 

   Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Committee at any time.                                

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      4.3 Relationship to Other Employee Benefit Plans. Stock Options and Awards
granted hereunder shall not be deemed to be salary or other compensation to any 
Employee for purposes of any pension, thrift, profit-sharing, stock purchase or 
any other employee benefit plan now maintained or hereafter adopted by the      
Company.                                                                        

  4.4 Amendments and Termination. The Board of Directors may at any time
suspend, amend or terminate this Plan. No amendment, except as provided in      
Paragraph 3.3, or modification of this Plan may be adopted, except subject to   
stockholder approval, which would (1) materially increase the benefits accruing 
to the Employees under this Plan, (2) materially increase the number of         
securities which may be issued under this Plan (subject to Paragraph 4.1        
hereof), or (3) materially modify the requirements as to eligibility for        
participation in this Plan.                                                     

      4.5 Successors in Interest. The provisions of this Plan and the actions of
the Committee shall be binding upon all heirs, successors and assigns of the    
Company and of the Employees.                                                   

 4.6 Other Documents. All documents prepared, executed or delivered in
connection with this Plan (including, without limitation, Option Agreements and 
Incentive Agreements) shall be, in substance and form, as established and       
modified by the Committee; provided, however, that all such documents shall be  
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this Plan shall prevail.                                                        

4.7 Fairness of the Repurchase Price. In the event that the Company 
repurchases securities upon termination of employment pursuant to this Plan,    
either: (a) the price will not be less than the fair market value of the        
securities to be repurchased on the date of termination of employment, and the  
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness for the securities within 90 days of termination of the employment 
(or in the case of securities issued upon exercise of options after the date of 
termination, within 90 days after the date of the exercise), and the right      
terminates when the Company's securities become publicly traded, or (b) Company 
will repurchase securities at the original purchase price, provided that the    
right to repurchase at the original purchase price lapses at the rate of at     
least 20 percent of the securities per year over five years from the date the   
option is granted (without respect to the date the option was exercised or      
became exercisable) and the right to repurchase must be exercised for cash or   
cancellation of purchase money indebtedness for the securities within 90 days of
termination of employment (or in case of securities issued upon exercise of     
options after the date of termination, within 90 days after the date of the     
exercise).                                                                      

    4.8 No Obligation to Continue Employment. This Plan and the grants which
might be made hereunder shall not impose any obligation on the Company to       
continue to employ any Employee. Moreover, no provision of this Plan or any     
document executed or delivered pursuant to this Plan shall be deemed modified in
any way by any employment contract between an Employee (or other employee) and  
the Company.                                                                    

      4.9 Misconduct of an Employee. Notwithstanding any other provision of this
Plan, if an Employee commits fraud or dishonesty toward the Company or          
wrongfully uses or discloses any trade secret, confidential data or other       
information proprietary to the Company, or intentionally takes any other action 
which results in material harm to the Company, as determined by the Committee,  
in its sole and absolute discretion, the Employee shall forfeit all rights and  
benefits under this Plan.                                                       

      4.10 Term of Plan. No Stock Option shall be exercisable, or Award granted,
unless and until the Directors of the Company have approved this Plan and all   
other legal requirements have been met. This Plan was adopted by the Board      
effective November 22, 2004. No Stock Options or Awards may be granted under    
this Plan after November 22, 2014.                                              

   4.11 Governing Law. This Plan and all actions taken thereunder shall be
governed by, and construed in accordance with, the laws of the State of Nevada. 

4.12 Assumption Agreements. The Company will require each successor,
(direct or indirect, whether by purchase, merger, consolidation or otherwise),  
to all or substantially all of the business or assets of the Company, prior to  
the consummation of each such transaction, to assume and agree to perform the   

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terms and provisions remaining to be performed by the Company under each        
Incentive Agreement and Stock Option and to preserve the benefits to the        
Employees thereunder. Such assumption and agreement shall be set forth in a     
written agreement in form and substance satisfactory to the Committee (an       
"Assumption Agreement"), and shall include such adjustments, if any, in the     
application of the provisions of the Incentive Agreements and Stock Options and 
such additional provisions, if any, as the Committee shall require and approve, 
in order to preserve such benefits to the Employees. Without limiting the       
generality of the foregoing, the Committee may require an Assumption Agreement  
to include satisfactory undertakings by a successor:                            

   (a) To provide liquidity to the Employees at the end of the
Restriction Period applicable to the Common Stock awarded to them under this    
Plan, or on the exercise of Stock Options;                                      

        (b) If the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance criteria  
applicable to the Common Stock awarded thereunder, to refrain from interfering  
with the Company's ability to satisfy such performance criteria or to agree to  
modify such performance criteria and/or waive any criteria that cannot be       
satisfied as a result of the succession;                                        

       (c) To require any future successor to enter into an Assumption
Agreement; and                                                                  

    (d) To take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.                           

      4.13 Compliance with Rule 16b-3. Transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 promulgated under the    
Exchange Act. To the extent that any provision of this Plan or action by the    
Committee fails to so comply, it shall be deemed null and void, to the extent   
permitted by law and deemed advisable by the Committee.                         

      4.14 Information to Shareholders. The Company shall furnish to each of its
stockholders financial statements of the Company at least annually.             

    IN WITNESS WHEREOF, this Plan has been executed effective as of November
22, 2004.                                                                       

                          MARMION INDUSTRIES CORP.

                           By /s/ Wilbert H. Marmion
                                            ------------------------------------
                                     Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
Amended NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN
 FOR THE YEAR 2004 No. 2

      1. Introduction. This Plan shall be known as the "Marmion Industries Corp.
Amended Non-Employee Directors and Consultants Retainer Stock Plan for the Year 
2004 No. 2," and is hereinafter referred to as the "Plan." The purposes of this 
Plan are to enable Marmion Industries Corp., a Nevada corporation (the          
"Company"), to promote the interests of the Company and its stockholders by     
attracting and retaining non-employee Directors and Consultants capable of      
furthering the future success of the Company and by aligning their economic     
interests more closely with those of the Company's stockholders, by paying their
retainer or fees in the form of shares of the Company's common stock, par value 
$0.001 per share (the "Common Stock").                                          

 2. Definitions. The following terms shall have the meanings set forth
below:                                                                          

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

    "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee" means the committee that administers this Plan, as more fully
defined in Paragraph 13 hereof.                                                 

"Common Stock" has the meaning set forth in Paragraph 1 hereof.     

"Company" has the meaning set forth in Paragraph 1 hereof.          

    "Consultants" means Company's consultants and advisors only if: (i) they
are natural persons; (ii) they provide bona fide services to the Company; and   
(iii) the services are not in connection with the offer or sale of securities in
a capital-raising transaction, and do not directly or indirectly promote or     
maintain a market for the Company's securities.                                 

"Deferral Election" has the meaning set forth in Paragraph 6 hereof.

  "Deferred Stock Account" means a bookkeeping account maintained by the
Company for a Participant representing the Participant's interest in the shares 
credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.         

"Delivery Date" has the meaning set forth in Paragraph 6 hereof.    

    "Director" means an individual who is a member of the Board of Directors
of the Company.                                                                 

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

"Effective Date" has the meaning set forth in Paragraph 3 hereof.   

"Exchange Act" has the meaning set forth in Paragraph 12(d) hereof. 

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      "Fair Market Value" means the mean between the highest and lowest reported
sales prices of the Common Stock on the New York Stock Exchange Composite Tape  
or, if not listed on such exchange, on any other national securities exchange on
which the Common Stock is listed or on The Nasdaq Stock Market, or, if not so   
listed on any other national securities exchange or The Nasdaq Stock Market,    
then the average of the bid price of the Common Stock during the last five      
trading days on the OTC Bulletin Board immediately preceding the last trading   
day prior to the date with respect to which the Fair Market Value is to be      
determined. If the Common Stock is not then publicly traded, then the Fair      
Market Value of the Common Stock shall be the book value of the Company per     
share as determined on the last day of March, June, September, or December in   
any year closest to the date when the determination is to be made. For the      
purpose of determining book value hereunder, book value shall be determined by  
adding as of the applicable date called for herein the capital, surplus, and    
undivided profits of the Company, and after having deducted any reserves        
theretofore established; the sum of these items shall be divided by the number  
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

"Participant" has the meaning set forth in Paragraph 4 hereof.      

"Payment Time" means the time when a Stock Retainer is payable to a 
Participant pursuant to Paragraph 5 hereof (without regard to the effect of any 
Deferral Election).                                                             

"Stock Retainer" has the meaning set forth in Paragraph 5 hereof.   

"Third Anniversary" has the meaning set forth in Paragraph 6 hereof.

3. Effective Date of the Plan. This Plan was adopted by the Board   
effective November 22, 2004 (the "Effective Date").                             

  4. Eligibility. Each individual who is a Director or Consultant on the
Effective Date and each individual who becomes a Director or Consultant         
thereafter during the term of this Plan, shall be a participant (the            
"Participant") in this Plan, in each case during such period as such individual 
remains a Director or Consultant and is not an employee of the Company or any of
its subsidiaries. Each credit of shares of the Common Stock pursuant to this    
Plan shall be evidenced by a written agreement duly executed and delivered by or
on behalf of the Company and a Participant, if such an agreement is required by 
the Company to assure compliance with all applicable laws and regulations.      

5. Grants of Shares. Commencing on the Effective Date, the amount of
compensation for service to directors or consultants shall be payable in shares 
of the Common Stock (the "Stock Retainer") pursuant to this Plan. The deemed    
issuance price of shares of the Common Stock subject to each Stock Retainer     
shall not be less than 85 percent of the Fair Market Value of the Common Stock  
on the date of the grant. In the case of any person who owns securities         
possessing more than ten percent of the combined voting power of all classes of 
securities of the issuer or its parent or subsidiaries possessing voting power, 
the deemed issuance price of shares of the Common Stock subject to each Stock   
Retainer shall be at least 100 percent of the Fair Market Value of the Common   
Stock on the date of the grant.                                                 

    6. Deferral Option. From and after the Effective Date, a Participant may
make an election (a "Deferral Election") on an annual basis to defer delivery of
the Stock Retainer specifying which one of the following ways the Stock Retainer
is to be delivered (a) on the date which is three years after the Effective Date
for which it was originally payable (the "Third Anniversary"), (b) on the date  
upon which the Participant ceases to be a Director or Consultant for any reason 
(the "Departure Date") or (c) in five equal annual installments commencing on   
the Departure Date (the "Third Anniversary" and "Departure Date" each being     
referred to herein as a "Delivery Date"). Such Deferral Election shall remain in
effect for each Subsequent Year unless changed, provided that, any Deferral     
Election with respect to a particular Year may not be changed less than six     
months prior to the beginning of such Year, and provided, further, that no more 
than one Deferral Election or change thereof may be made in any Year.           

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    Any Deferral Election and any change or revocation thereof shall be made
by delivering written notice thereof to the Committee no later than six months  
prior to the beginning of the Year in which it is to be effected; provided that,
with respect to the Year beginning on the Effective Date, any Deferral Election 
or revocation thereof must be delivered no later than the close of business on  
the 30th day after the Effective Date.                                          

   7. Deferred Stock Accounts. The Company shall maintain a Deferred Stock
Account for each Participant who makes a Deferral Election to which shall be    
credited, as of the applicable Payment Time, the number of shares of the Common 
Stock payable pursuant to the Stock Retainer to which the Deferral Election     
relates. So long as any amounts in such Deferred Stock Account have not been    
delivered to the Participant under Paragraph 8 hereof, each Deferred Stock      
Account shall be credited as of the payment date for any dividend paid or other 
distribution made with respect to the Common Stock, with a number of shares of  
the Common Stock equal to (a) the number of shares of the Common Stock shown in 
such Deferred Stock Account on the record date for such dividend or distribution
multiplied by (b) the Dividend Equivalent for such dividend or distribution.    

8. Delivery of Shares.                                              

            (a) The shares of the Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral Election has    
been made (together with dividends attributable to such shares credited to such 
Deferred Stock Account) shall be delivered in accordance with this Paragraph 8  
as soon as practicable after the applicable Delivery Date. Except with respect  
to a Deferral Election pursuant to Paragraph 6 hereof, or other agreement       
between the parties, such shares shall be delivered at one time; provided that, 
if the number of shares so delivered includes a fractional share, such number   
shall be rounded to the nearest whole number of shares. If the Participant has  
in effect a Deferral Election pursuant to Paragraph 6 hereof, then such shares  
shall be delivered in five equal annual installments (together with dividends   
attributable to such shares credited to such Deferred Stock Account), with the  
first such installment being delivered on the first anniversary of the Delivery 
Date; provided that, if in order to equalize such installments, fractional      
shares would have to be delivered, such installments shall be adjusted by       
rounding to the nearest whole share. If any such shares are to be delivered     
after the Participant has died or become legally incompetent, they shall be     
delivered to the Participant's estate or legal guardian, as the case may be, in 
accordance with the foregoing; provided that, if the Participant dies with a    
Deferral Election pursuant to Paragraph 6 hereof in effect, the Committee shall 
deliver all remaining undelivered shares to the Participant's estate            
immediately. References to a Participant in this Plan shall be deemed to refer  
to the Participant's estate or legal guardian, where appropriate.               

           (b) The Company may, but shall not be required to, create a grantor
trust or utilize an existing grantor trust (in either case, "Trust") to assist  
it in accumulating the shares of the Common Stock needed to fulfill its         
obligations under this Paragraph 8. However, Participants shall have no         
beneficial or other interest in the Trust and the assets thereof, and their     
rights under this Plan shall be as general creditors of the Company, unaffected 
by the existence or nonexistence of the Trust, except that deliveries of Stock  
Retainers to Participants from the Trust shall, to the extent thereof, be       
treated as satisfying the Company's obligations under this Paragraph 8.         

9. Share Certificates; Voting and Other Rights. The certificates for
shares delivered to a Participant pursuant to Paragraph 8 above shall be issued 
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the shares, and the Participant shall receive all dividends and other           
distributions paid or made with respect thereto.                                

10. General Restrictions.                                           

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

               (i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or such other     
securities exchange as may at the time be a market for the Common Stock;        

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

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

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

  11. Shares Available. The maximum number of shares of the Common Stock
which may in the aggregate be paid as Stock Retainers pursuant to this Plan is  
2,000,000. Shares of the Common Stock issuable under this Plan may be taken from
treasury shares of the Company or purchased on the open market. In the event    
that any outstanding Stock Retainer under this Plan for any reason expires or is
terminated, the shares of Common Stock allocable to the unexercised portion of  
the Stock Retainer shall be available for issuance under the Marmion Industries 
Corp. Amended Employee Stock Incentive Plan for the Year 2004 No. 2. The        
Compensation Committee may, in its discretion, increase the number of shares    
available for issuance under this Plan, while correspondingly decreasing the    
number of shares available for issuance under Marmion Industries Corp. Amended  
Employee Stock Incentive Plan for the Year 2004 No. 2.                          

12. Adjustments; Change of Control.                                 

          (a) In the event that there is, at any time after the Board adopts
this Plan, any change in corporate capitalization, such as a stock split,       
combination of shares, exchange of shares, warrants or rights offering to       
purchase the Common Stock at a price below its Fair Market Value,               
reclassification, or recapitalization, or a corporate transaction, such as any  
merger, consolidation, separation, including a spin-off, stock dividend, or     
other extraordinary distribution of stock or property of the Company, any       
reorganization (whether or not such reorganization comes within the definition  
of such term in Section 368 of the Code) or any partial or complete liquidation 
of the Company (each of the foregoing a "Transaction"), in each case other than 
any such Transaction which constitutes a Change of Control (as defined below),  
(i) the Deferred Stock Accounts shall not be credited with the amount and kind  
of shares or other property which would have been received by a holder of the   
number of shares of the Common Stock held in such Deferred Stock Account had    
such shares of the Common Stock been outstanding as of the effectiveness of any 
such Transaction, (ii) the number and kind of shares or other property subject  
to this Plan shall also not be appropriately adjusted to reflect the            
effectiveness of any such Transaction, and (iii) the Committee will not adjust  
any other relevant provisions of this Plan to reflect any such transaction.     

            (b) If the shares of the Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Paragraph 12(a) into another form of         
property, references in this Plan to the Common Stock shall be deemed, where    
appropriate, to refer to such other form of property, with such other           
modifications as may be required for this Plan to operate in accordance with its
purposes. Without limiting the generality of the foregoing, references to       
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.                                                    

          (c) In the event of a Change of Control, the following shall occur
on the date of the Change of Control (i) the shares of the Common Stock held in 
each Participant's Deferred Stock Account shall be deemed to be issued and      
outstanding as of the Change of Control; (ii) the Company shall forthwith       
deliver to each Participant who has a Deferred Stock Account all of the shares  
of the Common Stock or any other property held in such Participant's Deferred   
Stock Account; and (iii) this Plan shall be terminated.                         

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

                  (i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of   
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership     
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40     
percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power of then outstanding voting securities of the Company entitled to vote     
generally in the election of directors (the "Outstanding Company Voting         
Securities"); provided, however, that the following acquisitions shall not      

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constitute a Change of Control (A) any acquisition directly from the Company    
(excluding an acquisition by virtue of the exercise of a conversion privilege   
unless the security being so converted was itself acquired directly from the    
Company), (B) any acquisition by the Company, (C) any acquisition by any        
employee benefit plan (or related trust) sponsored or maintained by the Company 
or any corporation controlled by the Company or (D) any acquisition by any      
corporation pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in       
clauses (A), (B) and (C) of paragraph (iii) of this Paragraph 12(d) are         
satisfied; or                                                                   

               (ii) Individuals who, as of the date hereof, constitute the
Board of the Company (as of the date hereof, "Incumbent Board") cease for any   
reason to constitute at least a majority of the Board; provided, however, that  
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board     
shall be considered as though such individual were a member of the Incumbent    
Board, but excluding, for this purpose, any such individual whose initial       
assumption of office occurs as a result of either an actual or threatened       
election contest (as such terms are used in Rule 14a-11 of Regulation 14A       
promulgated under the Exchange Act) or other actual or threatened solicitation  
of proxies or consents by or on behalf of a Person other than the Board; or     

          (iii) Approval by the stockholders of the Company of a
reorganization, merger, binding share exchange or consolidation, unless,        
following such reorganization, merger, binding share exchange or consolidation  
(A) more than 60 percent of, respectively, then outstanding shares of common    
stock of the corporation resulting from such reorganization, merger, binding    
share exchange or consolidation and the combined voting power of then           
outstanding voting securities of such corporation entitled to vote generally in 
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding   
Company Voting Securities immediately prior to such reorganization, merger,     
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange or consolidation, of the Outstanding Company Common Stock and          
Outstanding Company Voting Securities, as the case may be, (B) no Person        
(excluding the Company, any employee benefit plan (or related trust) of the     
Company or such corporation resulting from such reorganization, merger, binding 
share exchange or consolidation and any Person beneficially owning, immediately 
prior to such reorganization, merger, binding share exchange or consolidation,  
directly or indirectly, 20 percent or more of the Outstanding Company Common    
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns, directly or indirectly, 20 percent or more of, respectively, then         
outstanding shares of common stock of the corporation resulting from such       
reorganization, merger, binding share exchange or consolidation or the combined 
voting power of then outstanding voting securities of such corporation entitled 
to vote generally in the election of directors, and (C) at least a majority of  
the members of the board of directors of the corporation resulting from such    
reorganization, merger, binding share exchange or consolidation were members of 
the Incumbent Board at the time of the execution of the initial agreement       
providing for such reorganization, merger, binding share exchange or            
consolidation; or                                                               

             (iv) Approval by the stockholders of the Company of (1) a
complete liquidation or dissolution of the Company, or (2) the sale or other    
disposition of all or substantially all of the assets of the Company, other than
to a corporation, with respect to which following such sale or other            
disposition, (A) more than 60 percent of, respectively, then outstanding shares 
of common stock of such corporation and the combined voting power of then       
outstanding voting securities of such corporation entitled to vote generally in 
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding   
Company Voting Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to such 
sale or other disposition, of the Outstanding Company Common Stock and          
Outstanding Company Voting Securities, as the case may be, (B) no Person        
(excluding the Company and any employee benefit plan (or related trust) of the  
Company or such corporation and any Person beneficially owning, immediately     
prior to such sale or other disposition, directly or indirectly, 20 percent or  
more of the Outstanding Company Common Stock or Outstanding Company Voting      
Securities, as the case may be) beneficially owns, directly or indirectly, 20   
percent or more of, respectively, then outstanding shares of common stock of    
such corporation and the combined voting power of then outstanding voting       
securities of such corporation entitled to vote generally in the election of    
directors, and (C) at least a majority of the members of the board of directors 
of such corporation were members of the Incumbent Board at the time of the      
execution of the initial agreement or action of the Board providing for such    
sale or other disposition of assets of the Company.                             

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13. Administration; Amendment and Termination.                      

            (a) This Plan shall be administered by a committee consisting of two
members who shall be the current directors of the Company or senior executive   
officers or other directors who are not Participants as may be designated by the
Chief Executive Officer (the "Committee"), which shall have full authority to   
construe and interpret this Plan, to establish, amend and rescind rules and     
regulations relating to this Plan, and to take all such actions and make all    
such determinations in connection with this Plan as it may deem necessary or    
desirable.                                                                      

        (b) The Board may from time to time make such amendments to this
Plan, including to preserve or come within any exemption from liability under   
Section 16(b) of the Exchange Act, as it may deem proper and in the best        
interest of the Company without further approval of the Company's stockholders, 
provided that, to the extent required under Nevada law or to qualify            
transactions under this Plan for exemption under Rule 16b-3 promulgated under   
the Exchange Act, no amendment to this Plan shall be adopted without further    
approval of the Company's stockholders and, provided, further, that if and to   
the extent required for this Plan to comply with Rule 16b-3 promulgated under   
the Exchange Act, no amendment to this Plan shall be made more than once in any 
six month period that would change the amount, price or timing of the grants of 
the Common Stock hereunder other than to comport with changes in the Code, the  
Employee Retirement Income Security Act of 1974, as amended, or the regulations 
thereunder. The Board may terminate this Plan at any time by a vote of a        
majority of the members thereof.                                                

   14. Restrictions on Transfer. Each Stock Option granted under this Plan
shall be transferable only by will or the laws of descent and distribution. No  
interest of any Employee under this Plan shall be subject to attachment,        
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or equitable process. Each Stock Option granted under this Plan shall be        
exercisable during an Employee's lifetime only by the Employee or by the        
Employee's legal representative.                                                

   15. Term of Plan. No shares of the Common Stock shall be issued, unless
and until the Directors of the Company have approved this Plan and all other    
legal requirements have been met. This Plan was adopted by the Board effective  
November 22, 2004, and shall expire on November 22, 2014.                       

  16. Governing Law. This Plan and all actions taken thereunder shall be
governed by, and construed in accordance with, the laws of the State of Nevada. 

     17. Information to Shareholders. The Company shall furnish to each of its
stockholders financial statements of the Company at least annually.             

18. Miscellaneous.                                                  

            (a) Nothing in this Plan shall be deemed to create any obligation on
the part of the Board to nominate any Director for reelection by the Company's  
stockholders or to limit the rights of the stockholders to remove any Director. 

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

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    IN WITNESS WHEREOF, this Plan has been executed effective as of November
22, 2004.                                                                       

                    Marmion Industries Corp.

                     By /s/ Wilbert H. Marmion
                                         ---------------------------------------
                               Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3

1.        General  Provisions.                                        
-------------------                               

     1.1       Purpose.  This  Stock  Incentive Plan (the "Plan") is intended to
-------                                           
allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Marmion  Industries  Corp.,  a  Nevada  corporation  (the  "Company")  and  its 
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

1.2       Administration.                                             
--------------                                    

     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed  by the provisions of the Company's Bylaws and of Nevada law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2     The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.     

     1.2.3     The  Company  hereby  agrees  to indemnify and hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3       Eligibility and Participation.  The Employees eligible under this
-----------------------------                     
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest in the Company and recommendations of supervisors.                     

     1.4       Shares Subject to this Plan.  The maximum number of shares of the
---------------------------                       
Common  Stock  that  may  be  issued  pursuant  to this Plan shall be 50,000,000
subject  to  the  provisions  of  Paragraph  4.1.  If shares of the Common Stock
awarded  or  issued  under  this  Plan  are  reacquired  by the Company due to a
forfeiture  or  for  any  other  reason,                                        

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such  shares  shall  be  cancelled  and  thereafter shall again be available for
purposes  of  this  Plan.  If a Stock Option expires, terminates or is cancelled
for  any  reason without having been exercised in full, the shares of the Common
Stock  not  purchased  thereunder  shall again be available for purposes of this
Plan.  In  the  event that any outstanding Stock Option or Award under this Plan
for any reason expires or is terminated, the shares of Common Stock allocable to
the  unexercised  portion  of  the  Stock Option or Award shall be available for
issuance  under  the  Marmion  Industries  Corp.  Non-Employee  Directors  and  
Consultants  Retainer  Stock  Plan  for  the  Year 2004 No. 3.  The Compensation
Committee  of the Board shall have the authority, in its discretion, to increase
the  number  of  shares  available  for  issuance  under  this  Plan,  while    
correspondingly decreasing the number of shares available for issuance under the
Marmion  Industries  Corp. Non-Employee Directors and Consultants Retainer Stock
Plan  for  the  Year  2004  No.  3.                                             

2.        Provisions  Relating  to  Stock  Options.                   
----------------------------------------          

     2.1       Grants  of  Stock Options.  The Committee may grant Stock Options
-------------------------                         
in such amounts, at such times, and to the Employees nominated by the management
of  the  Company  as  the  Committee,  in  its discretion, may determine.  Stock
Options  granted  under  this  Plan  shall  constitute "incentive stock options"
within the meaning of Section 422 of the Code, if so designated by the Committee
on  the  date  of  grant.  The Committee shall also have the discretion to grant
Stock  Options  which  do  not  constitute incentive stock options, and any such
Stock  Options  shall be designated non-statutory stock options by the Committee
on  the  date  of  grant.  The aggregate Fair Market Value (determined as of the
time  an  incentive stock option is granted) of the Common Stock with respect to
which incentive stock options are exercisable for the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

     2.2       Purchase  Price.  The  purchase  price  (the "Exercise Price") of
---------------                                   
shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on the date of exercise.  For an Employee holding greater than 10 percent of the
total  voting power of all stock of the Company, either Common or Preferred, the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair  Market  Value  of the Common Stock on the date of the grant of the option.
As  used  herein,  "Fair  Market  Value"  means the mean between the highest and
lowest  reported sales prices of the Common Stock on the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange, on any other national
securities  exchange  on which the Common Stock is listed or on The Nasdaq Stock
Market,  or,  if  not so listed on any other national securities exchange or The
Nasdaq  Stock  Market,  then  the  average  of the bid price of the Common Stock
during  the  last  five  trading  days  on  the  OTC  Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.                                           

     2.3       Option  Period.  The  Stock  Option  period  (the  "Term")  shall
--------------                                    
commence  on the date of grant of the Stock Option and shall be 10 years or such
shorter  period  as  is  determined  by  the Committee.  Each Stock Option shall
provide  that  it  is exercisable over its term in such periodic installments as
the  Committee  may  determine,  subject  to  the provisions of Paragraph 2.4.1.
Section  16(b)  of  the  Securities  Exchange  Act  of  1934,  as  amended  (the

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"Exchange  Act")  exempts persons normally subject to the reporting requirements
of  Section  16(a)  of  the  Exchange  Act  (the "Section 16 Reporting Persons")
pursuant  to  a qualified employee stock option plan from the normal requirement
of  not  selling  until  at least six months and one day from the date the Stock
Option  is  granted.                                                            

2.4       Exercise  of  Options.                                      
---------------------                             

     2.4.1     Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

     2.4.2     Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

     2.4.3     No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.                                                    

     2.5       Continuous  Employment.  Except  as  provided  in  Paragraph  2.7
----------------------                            
below, an Employee may not exercise a Stock Option unless from the date of grant
to  the  date of exercise the Employee remains continuously in the employ of the
Company.  For  purposes  of  this  Paragraph  2.5,  the  period  of  continuous 
employment  of  an Employee with the Company shall be deemed to include (without
extending  the term of the Stock Option) any period during which the Employee is
on leave of absence with the consent of the Company, provided that such leave of
absence  shall  not  exceed  three  months  and that the Employee returns to the
employ  of  the  Company  at  the                                               

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expiration  of  such  leave  of absence.  If the Employee fails to return to the
employ of the Company at the expiration of such leave of absence, the Employee's
employment with the Company shall be deemed terminated as of the date such leave
of absence commenced.  The continuous employment of an Employee with the Company
shall also be deemed to include any period during which the Employee is a member
of  the Armed Forces of the United States, provided that the Employee returns to
the  employ  of  the  Company  within  90  days (or such longer period as may be
prescribed  by  law)  from  the  date  the  Employee first becomes entitled to a
discharge  from  military service.  If an Employee does not return to the employ
of  the  Company  within  90 days (or such longer period as may be prescribed by
law)  from  the  date  the  Employee  first becomes entitled to a discharge from
military  service, the Employee's employment with the Company shall be deemed to
have terminated as of the date the Employee's military service ended.           

     2.6       Restrictions  on  Transfer.  Each Stock Option granted under this
--------------------------                        
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7       Termination  of  Employment.                                
---------------------------                       

     2.7.1     Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:                                       

         (i)      At  least  six  months  from  the  date  of  termination  if
termination  was  caused  by  death  or  disability.                            

          (ii)     At  least 30 days from the date of termination if termination
was caused by other than death or disability.                                   

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3     For  purposes  of  this  Plan:                              

          (a)      "Retirement"  shall  mean  an  Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and                                                             

          (b)      "Disability"  shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

3.        Provisions  Relating  to  Awards.                           
--------------------------------                  

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     3.1       Grant  of  Awards.  Subject  to  the provisions of this Plan, the
-----------------                                 
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the 
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:                                                       

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:                         

               (a)     The  Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

            (b)     The  conviction  of  the  Employee  of  a  felony;  or

               (c)     The  Employee's  commission of fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or                     

               (d)     The  Employee's gross misconduct causing material harm to
the Company.                                                                    

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)     The  assignment  to  the  Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom he reported immediately prior to the Change of Control; or                 

               (b)     The  elimination  or  reassignment  of  a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or                                               

               (c)     A  reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or              

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               (d)     The  Company  requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

               (e)     The  failure  of  the  Company  to  grant  the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

               (f)     The  failure  of  the  Company  to  obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2       Incentive  Agreements.  Each  Award granted under this Plan shall
---------------------                             
be  evidenced  by  a  written  agreement  (an  "Incentive  Agreement") in a form
approved  by  the Committee and executed by the Company and the Employee to whom
the  Award  is  granted.  Each Incentive Agreement shall be subject to the terms
and conditions of this Plan and other such terms and conditions as the Committee
may  specify.                                                                   

 3.3       Amendment,  Modification  and  Waiver  of  Restrictions.  The
     -------------------------------------------------------
Committee  may  modify  or  amend  any  Award  under  this  Plan  or  waive  any
restrictions  or conditions applicable to the Award; provided, however, that the
Committee may not undertake any such modifications, amendments or waivers if the
effect  thereof  materially increases the benefits to any Employee, or adversely
affects  the  rights  of  any  Employee  without  his  consent.                 

     3.4       Terms  and  Conditions  of  Awards.  Upon  receipt of an Award of
----------------------------------                
shares  of the Common Stock under this Plan, even during the Restriction Period,
an  Employee  shall be the holder of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

     3.4.1     Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2     If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

     3.4.3     The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.

4.        Miscellaneous  Provisions.                                  
-------------------------                         

4.1       Adjustments  Upon  Change  in  Capitalization.              
---------------------------------------------     

     4.1.1     The  number and class of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options  that  may  be  granted  under  this  Plan,  the                 

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minimum  number of shares as to which a Stock Option may be exercised at any one
time,  and  the  number  and  class of shares subject to each outstanding Award,
shall  not  be proportionately adjusted in the event of any increase or decrease
in  the  number  of  the  issued shares of the Common Stock which results from a
split-up  or  consolidation  of shares, payment of a stock dividend or dividends
exceeding  a  total  of five percent for which the record dates occur in any one
fiscal  year,  a  recapitalization  (other  than  the  conversion of convertible
securities  according  to  their  terms),  a combination of shares or other like
capital  adjustment, so that (a) upon exercise of the Stock Option, the Employee
shall  receive  the  number and class of shares the Employee would have received
prior  to any such capital adjustment becoming effective, and (b) upon the lapse
of  restrictions  of the Award Shares, the Employee shall receive the number and
class  of  shares  the  Employee  would  have received prior to any such capital
adjustment  becoming  effective.                                                

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.          

     4.2       Withholding  Taxes.  The Company shall have the right at the time
------------------                                
of  exercise  of  any  Stock  Option,  the  grant  of  an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)     The  withholding of Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and       

               (b)     The  withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings. 

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

     4.3       Relationship  to Other Employee Benefit Plans.  Stock Options and
---------------------------------------------     
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.                                                               

     4.4       Amendments  and  Termination.  The  Board of Directors may at any
----------------------------                      
time suspend, amend or terminate this Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which  may  be  issued  under  this  Plan                           

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(subject  to Paragraph 4.1 hereof), or (3) materially modify the requirements as
to  eligibility  for  participation  in  this  Plan.                            

     4.5       Successors  in  Interest.  The  provisions  of  this Plan and the
------------------------                          
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.                                      

     4.6       Other  Documents.  All  documents prepared, executed or delivered
----------------                                  
in  connection  with this Plan (including, without limitation, Option Agreements
and  Incentive  Agreements)  shall be, in substance and form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7       Fairness  of the Repurchase Price.  In the event that the Company
---------------------------------                 
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8       No  Obligation  to Continue Employment.  This Plan and the grants
--------------------------------------            
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9       Misconduct  of  an Employee.  Notwithstanding any other provision
---------------------------                       
of  this  Plan, if an Employee commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10      Term  of  Plan.  No  Stock  Option shall be exercisable, or Award
--------------                                    
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective July 15, 2004.  No Stock Options or Awards may be granted under
this  Plan  after  July  15,  2014.                                             

     4.11      Governing  Law.  This Plan and all actions taken thereunder shall
--------------                                    
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Nevada.                                                                         

     4.12      Assumption  Agreements.  The Company will require each successor,
----------------------                            
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions  remaining  to  be  performed  by  the Company under each
Incentive  Agreement  and  Stock  Option  and  to  preserve  the benefits to the
Employees  thereunder.  Such  assumption  and  agreement shall be set forth in a
written  agreement  in  form  and  substance  satisfactory  to the Committee (an
"Assumption  Agreement"),  and  shall  include  such adjustments, if any, in the
application  of the provisions of the Incentive Agreements and Stock Options and
such  additional provisions, if any, as the Committee shall require and approve,
in  order  to  preserve  such  benefits  to the Employees.  Without limiting the
generality  of  the foregoing, the Committee may require an Assumption Agreement
to  include  satisfactory  undertakings  by  a  successor:                      

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                    (a)     To  provide liquidity to the Employees at the end of
the Restriction Period applicable to the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

                    (b)     If  the  succession  occurs before the expiration of
any period specified in the Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;                      

                    (c)     To  require  any  future  successor to enter into an
Assumption  Agreement;  and                                                     

                    (d)     To take or refrain from taking such other actions as
the  Committee  may  require  and  approve,  in  its  discretion.               

     4.13      Compliance  with  Rule  16b-3.  Transactions  under this Plan are
-----------------------------                     
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.         

     4.14      Information  to  Shareholders.  The Company shall furnish to each
-----------------------------                     
of  its  stockholders  financial  statements  of  the Company at least annually.

     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of July 15,
2004.                                                                           

                            MARMION INDUSTRIES CORP.

                               By  /s/  Wilbert H. Marmion
                                           -----------------------------------
                                     Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
 YEAR 2004 NO. 3

     1.      Introduction.  This  Plan shall be known as the "Marmion Industries
------------                                          
Corp.  Non-Employee  Directors  and Consultants Retainer Stock Plan for the Year
2004 No. 3," and is hereinafter referred to as the "Plan."  The purposes of this
Plan  are  to  enable  Marmion  Industries  Corp.,  a  Nevada  corporation  (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$0.001  per  share  (the  "Common  Stock").                                     

     2.      Definitions.  The following terms shall have the meanings set forth
-----------                                           
below:                                                                          

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

  "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

"Common Stock" has the meaning set forth in Paragraph 1 hereof.       

"Company" has the meaning set forth in Paragraph 1 hereof.            

     "Consultants"  means  the  Company's  consultants and advisors only if: (i)
they  are  natural persons; (ii) they provide bona fide services to the Company;
and  (iii)  the  services  are  not  in  connection  with  the  offer or sale of
securities  in  a capital-raising transaction, and do not directly or indirectly
promote  or  maintain  a  market  for  the  Company's  securities.              

"Deferral Election" has the meaning set forth in Paragraph 6 hereof.  

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

"Delivery Date" has the meaning set forth in Paragraph 6 hereof.      

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

"Effective Date" has the meaning set forth in Paragraph 3 hereof.     

"Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.   

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     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

"Participant" has the meaning set forth in Paragraph 4 hereof.        

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

"Stock Retainer" has the meaning set forth in Paragraph 5 hereof.     

"Third Anniversary" has the meaning set forth in Paragraph 6 hereof.  

     3.      Effective  Date  of  the  Plan.  This Plan was adopted by the Board
------------------------------                        
effective  July  15,  2004  (the  "Effective  Date").                           

     4.      Eligibility.  Each  individual  who  is a Director or Consultant on
-----------                                           
the  Effective  Date  and  each  individual who becomes a Director or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.      Grants  of Shares.  Commencing on the Effective Date, the amount of
-----------------                                     
compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of  $0.033  per  Share.                                        

     6.      Deferral  Option.  From and after the Effective Date, a Participant
----------------                                      
may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any  Deferral Election with respect to a particular Year may not be changed less
than six months prior to the beginning of such Year, and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.                                    

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     7.      Deferred  Stock  Accounts.  The  Company  shall maintain a Deferred
-------------------------                             
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to the Participant under Paragraph 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.                                                                   

8.      Delivery  of  Shares.                                         
--------------------                                  

     (a)     The  shares  of  the Common Stock in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.               

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated as satisfying the Company's obligations under this Paragraph 8.         

     9.      Share  Certificates; Voting and Other Rights.  The certificates for
--------------------------------------------          
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.     General  Restrictions.                                        
---------------------                                 

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

                 (i)   Listing  or  approval for listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;        

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

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

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

     11.     Shares  Available.  Subject  to  Paragraph  12  below,  the maximum
-----------------                                     
number of shares of the Common Stock which may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is  50,000,000.  Shares of the Common Stock
issuable  under  this  Plan  may be taken from treasury shares of the Company or
purchased  on the open market.  In the event that any outstanding Stock Retainer
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock  allocable  to  the  unexercised  portion  of  the Stock Retainer shall be
available  for  issuance  under  the  Marmion  Industries  Corp.  Employee Stock
Incentive Plan for the Year 2004 No. 3.  The Compensation Committee of the Board
shall  have  the  authority, in its discretion, to increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of  shares  available  for  issuance  under the Marmion Industries Corp.
Employee  Stock  Incentive  Plan  for  the  Year  2004  No.  3.                 

12.     Adjustments;  Change  of  Control.                            
---------------------------------                     

             (a)  In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,    
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the 
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such transaction.

             (b)  If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

             (c)  In the event of a Change of Control, the following shall occur
on the date of the Change of Control: (i) the shares of the Common Stock held in
each  Participant's  Deferred  Stock  Account  shall  be deemed to be issued and
outstanding  as  of  the  Change  of  Control;  (ii) the Company shall forthwith
deliver  to  each Participant who has a Deferred Stock Account all of the shares
of  the  Common  Stock or any other property held in such Participant's Deferred
Stock Account; and (iii) this Plan shall be terminated.                         

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

                 (i)   The  acquisition  by  any  individual,  entity  or  group
(within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of  40  percent  or more of either (1) the then outstanding shares of the Common
Stock  of  the  Company  (the  "Outstanding  Company  Common Stock"), or (2) the
combined  voting  power  of  then  outstanding  voting securities of the Company
entitled  to  vote  generally  in  the  election  of directors (the "Outstanding
Company  Voting Securities"); provided, however, that the following acquisitions
shall  not  constitute a Change of Control (A) any acquisition directly from the
Company  (excluding  an  acquisition  by  virtue of the exercise of a conversion
privilege  unless  the  security  being                                         

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so converted was itself acquired directly from the Company), (B) any acquisition
by  the  Company,  (C)  any acquisition by any employee benefit plan (or related
trust)  sponsored  or maintained by the Company or any corporation controlled by
the  Company  or  (D)  any  acquisition  by  any  corporation  pursuant  to  a  
reorganization,  merger  or  consolidation,  if,  following such reorganization,
merger or consolidation, the conditions described in clauses (A), (B) and (C) of
paragraph  (iii)  of  this  Paragraph  12(d)  are  satisfied;  or               

                 (ii)   Individuals  who,  as of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or     

                 (iii)   Approval  by  the  stockholders  of  the  Company  of a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

                 (iv)   Approval  by  the  stockholders  of the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (C) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.                     

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13.     Administration;  Amendment  and  Termination.                 
--------------------------------------------          

             (a)  This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.                                                 

             (b)  The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify 
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.     Term  of  Plan.  No  shares  of  the  Common Stock shall be issued,
--------------                                        
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective July 15, 2004, and shall expire on July 15, 2014.                     

     16.     Governing Law.  This Plan and all actions taken thereunder shall be
-------------                                         
governed  by, and construed in accordance with, the laws of the State of Nevada.

     17.     Information  to Shareholders.  The Company shall furnish to each of
----------------------------                          
its stockholders financial statements of the Company at least annually.         

18.     Miscellaneous.                                                
-------------                                         

             (a)  Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.                                                                       

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

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     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of July 15,
2004.                                                                           

                            MARMION INDUSTRIES CORP.

                               By  /s/  Wilbert H. Marmion
                                            ------------------------------------
                                     Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 4

1.   General  Provisions.                                             
-------------------                                         

     1.1  Purpose.  This  Stock Incentive Plan (the "Plan") is intended to allow
-------                                                     
designated  officers  and  employees  (all  of  whom  are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Marmion  Industries  Corp.,  a  Nevada  corporation  (the  "Company")  and  its 
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the  Common Stock subject to certain restrictions (the "Awards"). As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the  Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

1.2  Administration.                                                  
--------------                                              

     1.2.1  The  Plan  shall  be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of  a quorum, or by unanimous written consent. A
majority  of  its  members  shall  constitute  a  quorum. The Committee shall be
governed  by the provisions of the Company's Bylaws and of Nevada law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2  The  Committee  shall  have  full  and  complete  authority,  in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary  or desirable for the administration of this Plan. All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

     1.2.3  The  Company  hereby  agrees  to  indemnify  and  hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any,  does not cover the payment of such items. No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3  Eligibility  and  Participation.  The  Employees  eligible  under this
-------------------------------                             
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.              

     1.4  Shares  Subject  to  this  Plan.  The  maximum number of shares of the
-------------------------------                             
Common  Stock  that  may  be  issued  pursuant to this Plan shall be 110,000,000
subject  to  the  provisions  of  Paragraph  4.1.  If shares of the Common Stock
awarded  or  issued  under  this  Plan  are  reacquired  by the Company due to a
forfeiture  or  for  any  other                                                 

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reason,  such  shares shall be cancelled and thereafter shall again be available
for  purposes  of  this  Plan.  If  a  Stock  Option  expires,  terminates or is
cancelled  for  any  reason without having been exercised in full, the shares of
the  Common Stock not purchased thereunder shall again be available for purposes
of  this  Plan.  In  the  event that any outstanding Stock Option or Award under
this  Plan  for  any reason expires or is terminated, the shares of Common Stock
allocable  to  the  unexercised  portion  of  the Stock Option or Award shall be
available for issuance under the Marmion Industries Corp. Non-Employee Directors
and  Consultants  Retainer Stock Plan for the Year 2004 No. 4.  The Compensation
Committee  may,  in  its discretion, increase the number of shares available for
issuance  under this Plan, while correspondingly decreasing the number of shares
available for issuance under Marmion Industries Corp. Non-Employee Directors and
Consultants  Retainer  Stock  Plan  for  the  Year  2004  No.  4.               

2.   Provisions  Relating  to  Stock  Options.                        
----------------------------------------                    

     2.1  Grants  of  Stock  Options.  The  Committee may grant Stock Options in
------------------------                                    
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

     2.2  Purchase Price. The purchase price (the "Exercise Price") of shares of
--------------                                              
the Common Stock subject to each Stock Option (the "Option Shares") shall not be
less than 85 percent of the Fair Market Value of the Common Stock on the date of
the  grant of the option. For an Employee holding greater than 10 percent of the
total  voting power of all stock of the Company, either Common or Preferred, the
Exercise Price of an incentive stock option shall be at least 110 percent of the
Fair Market Value of the Common Stock on the date of the grant of the option. As
used  herein,  "Fair Market Value" means the mean between the highest and lowest
reported  sales  prices  of  the  Common  Stock  on  the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange, on any other national
securities  exchange  on which the Common Stock is listed or on The Nasdaq Stock
Market,  or,  if  not so listed on any other national securities exchange or The
Nasdaq  Stock  Market,  then  the  average  of the bid price of the Common Stock
during  the  last  five  trading  days  on  the  OTC  Bulletin Board immediately
preceding  the last trading day prior to the date with respect to which the Fair
Market  Value  is  to  be  determined.  If the Common Stock is not then publicly
traded,  then  the Fair Market Value of the Common Stock shall be the book value
of  the  Company  per  share  as  determined  on  the  last  day of March, June,
September, or December in any year closest to the date when the determination is
to  be  made.  For  the  purpose of determining book value hereunder, book value
shall  be  determined  by adding as of the applicable date called for herein the
capital,  surplus,  and  undivided  profits  of  the  Company,  and after having
deducted  any  reserves theretofore established; the sum of these items shall be
divided by the number of shares of the Common Stock outstanding as of said date,
and  the  quotient thus obtained shall represent the book value of each share of
the  Common  Stock  of  the  Company.                                           

     2.3  Option  Period. The Stock Option period (the "Term") shall commence on
--------------                                              
the  date  of  grant  of  the Stock Option and shall be 10 years or such shorter
period  as  is determined by the Committee. Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject  to the provisions of Paragraph 2.4.1. Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange                                                                        

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Act  (the "Section 16 Reporting Persons") pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at least six months
and  one  day  from  the  date  the  Stock  Option  is  granted.                

2.4  Exercise  of  Options.                                           
---------------------                                       

     2.4.1 Each Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the Company,
attention  of  the  Corporate Secretary, at the principal office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of  Exercise  in the form prescribed by Paragraph 2.4.2. Payment may be made (a)
in  cash,  (b)  by  cashier's or certified check, (c) by surrender of previously
owned  shares  of  the  Common  Stock  valued  pursuant to Paragraph 2.2 (if the
Committee  authorizes  payment  in  stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

     2.4.2  Exercise  of  each Stock Option is conditioned upon the agreement of
the  Employee  to the terms and conditions of this Plan and of such Stock Option
as  evidenced by the Employee's execution and delivery of a Notice and Agreement
of  Exercise in a form to be determined by the Committee in its discretion. Such
Notice  and  Agreement of Exercise shall set forth the agreement of the Employee
that  (a) no Option Shares will be sold or otherwise distributed in violation of
the  Securities  Act  of  1933,  as  amended (the "Securities Act") or any other
applicable  federal  or state securities laws, (b) each Option Share certificate
may  be  imprinted  with  legends  reflecting  any  applicable federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and  issue  "stop  transfer"  instructions to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16  Reporting  Person,  the  Employee will furnish to the Company a copy of each
Form  4  or  Form  5  filed  by  said  Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

     2.4.3  No Stock Option shall be exercisable unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and  all  other  legal  requirements,  have been fully complied with. At no time
shall  the  total number of securities issuable upon exercise of all outstanding
options  under  this Plan, and the total number of securities provided for under
any  bonus  or  similar  plan  or  agreement  of  the Company exceed a number of
securities  which  is  equal to 30 percent of the then outstanding securities of
the  Company, unless a percentage higher than 30 percent is approved by at least
two-thirds  of the outstanding securities entitled to vote. The Company will use
reasonable  efforts  to  maintain  the effectiveness of a Registration Statement
under  the  Securities Act for the issuance of Stock Options and shares acquired
thereunder,  but  there may be times when no such Registration Statement will be
currently  effective. The exercise of Stock Options may be temporarily suspended
without  liability  to  the  Company  during  times  when  no  such Registration
Statement  is  currently  effective,  or  during  times  when, in the reasonable
opinion  of the Committee, such suspension is necessary to preclude violation of
any requirements of applicable law or regulatory bodies having jurisdiction over
the  Company.  If any Stock Option would expire for any reason except the end of
its term during such a suspension, then if exercise of such Stock Option is duly
tendered  before  its  expiration,  such  Stock  Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the first day after
the  end  of  such  suspension. The Company shall have no obligation to file any
Registration  Statement  covering  resales  of  Option  Shares.                 

     2.5  Continuous  Employment.  Except as provided in Paragraph 2.7 below, an
----------------------                                      
Employee  may  not  exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the  expiration of such leave of absence. If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration                              

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of  such  leave  of absence, the Employee's employment with the Company shall be
deemed terminated as of the date such leave of absence commenced. The continuous
employment  of  an Employee with the Company shall also be deemed to include any
period  during  which the Employee is a member of the Armed Forces of the United
States,  provided  that the Employee returns to the employ of the Company within
90  days  (or  such longer period as may be prescribed by law) from the date the
Employee  first  becomes  entitled  to  a discharge from military service. If an
Employee  does  not  return to the employ of the Company within 90 days (or such
longer  period  as  may  be  prescribed by law) from the date the Employee first
becomes entitled to a discharge from military service, the Employee's employment
with  the  Company  shall  be  deemed  to  have  terminated  as  of the date the
Employee's  military  service  ended.                                           

     2.6  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
--------------------------                                  
shall  be  transferable only by will or the laws of descent and distribution. No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7  Termination  of  Employment.                                     
---------------------------                                 

     2.7.1  Upon  an Employee's Retirement, Disability (both terms being defined
below)  or death, (a) all Stock Options to the extent then presently exercisable
shall  remain  in  full  force  and  effect and may be exercised pursuant to the
provisions  thereof,  and  (b)  unless  otherwise provided by the Committee, all
Stock Options to the extent not then presently exercisable by the Employee shall
terminate  as  of  the  date  of such termination of employment and shall not be
exercisable thereafter. Unless employment is terminated for cause, as defined by
applicable law, the right to exercise in the event of termination of employment,
to  the  extent  that  the  optionee  is  entitled  to  exercise on the date the
employment  terminates  as  follows:                                            

          (i)  At  least  six months from the date of termination if termination
was  caused  by  death  or  disability.                                         

          (ii) At  least 30 days from the date of termination if termination was
caused  by  other  than  death  or  disability.                                 

     2.7.2  Upon the termination of the employment of an Employee for any reason
other  than  those  specifically  set  forth  in  Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3  For  purposes  of  this  Plan:                                 

          (a)  "Retirement"  shall mean an Employee's retirement from the employ
of  the Company on or after the date on which the Employee attains the age of 65
years;  and                                                                     

          (b)  "Disability"  shall  mean  total  and  permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

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3.   Provisions  Relating  to  Awards.                                
---------------------------------                           

     3.1  Grant of Awards. Subject to the provisions of this Plan, the Committee
---------------                                             
shall  have  full  and complete authority, in its discretion, but subject to the
express  provisions of this Plan, to (1) grant Awards pursuant to this Plan, (2)
determine  the  number  of shares of the Common Stock subject to each Award (the
"Award  Shares"),  (3)  determine  the  terms  and conditions (which need not be
identical) of each Award, including the consideration (if any) to be paid by the
Employee  for  such  Common  Stock,  which  may,  in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the 
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect to Awards under this Plan. Each Award under this Plan shall consist of a
grant of shares of the Common Stock subject to a restriction period (after which
the  restrictions  shall  lapse), which shall be a period commencing on the date
the  Award  is  granted and ending on such date as the Committee shall determine
(the  "Restriction  Period").  The  Committee  may  provide  for  the  lapse  of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such  events  as  the Committee shall determine, and for the early expiration of
the  Restriction  Period  upon  an Employee's death, Disability or Retirement as
defined  in Paragraph 2.7.3, or, following a Change of Control, upon termination
of  an  Employee's  employment by the Company without "Cause" or by the Employee
for "Good Reason," as those terms are defined herein. For purposes of this Plan:

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:                         

               (a)  The Employee's continuing willful and material breach of his
duties to the Company after he receives a demand from the Chief Executive of the
Company  specifying the manner in which he has willfully and materially breached
such  duties,  other  than  any  such  failure  resulting from Disability of the
Employee  or  his  resignation  for  "Good  Reason,"  as  defined  herein;  or  

         (b)  The  conviction  of  the  Employee  of  a  felony;  or

               (c)  The  Employee's  commission  of  fraud  in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or                     

               (d)  The Employee's gross misconduct causing material harm to the
Company.                                                                        

          "Good  Reason"  shall mean any one or more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)  The  assignment  to the Employee of duties inconsistent with
his  executive  status prior to the Change of Control or a substantive change in
the  officer or officers to whom he reports from the officer or officers to whom
he  reported  immediately  prior  to  the  Change  of  Control;  or             

               (b)  The  elimination or reassignment of a majority of the duties
and responsibilities that were assigned to the Employee immediately prior to the
Change  of  Control;  or                                                        

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               (c)  A  reduction  by  the  Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or   

               (d)  The  Company  requiring  the  Employee  to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

              (e)  The  failure  of  the  Company  to  grant  the  Employee  a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

              (f)  The  failure  of  the  Company  to  obtain  a  satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2  Incentive  Agreements.  Each  Award  granted  under this Plan shall be
---------------------                                       
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3  Amendment,  Modification and Waiver of Restrictions. The Committee may
---------------------------------------------------         
modify  or  amend  any  Award  under  this  Plan  or  waive  any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.                          

     3.4  Terms  and Conditions of Awards. Upon receipt of an Award of shares of
-------------------------------                             
the  Common  Stock  under  this  Plan,  even  during  the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

     3.4.1  Except as otherwise provided in this Paragraph 3.4, no shares of the
Common  Stock  received  pursuant  to  this  Plan  shall  be  sold,  exchanged, 
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction  Period applicable to such shares. Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2  If an Employee's employment with the Company terminates prior to the
expiration  of the Restriction Period for an Award, subject to any provisions of
the  Award  with  respect  to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to  the Award. In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the  Award. In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

     3.4.3 The Committee may require under such terms and conditions as it deems
appropriate  or  desirable  that  (a)  the  certificates  for  the  Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.

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4.   Miscellaneous  Provisions.                                       
-------------------------                                   

4.1  Adjustments  Upon  Change  in  Capitalization.                   
---------------------------------------------               

     4.1.1  The  number  and  class  of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a  
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the  Award Shares, the Employee shall receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.                                                                      

     4.1.2  Upon  a  reorganization, merger or consolidation of the Company with
one  or  more corporations as a result of which the Company is not the surviving
corporation  or  in  which  the Company survives as a wholly-owned subsidiary of
another  corporation, or upon a sale of all or substantially all of the property
of  the  Company  to  another  corporation,  or  any dividend or distribution to
stockholders  of  more  than  10  percent  of  the  Company's  assets,  adequate
adjustment  or  other  provisions shall be made by the Company or other party to
such transaction so that there shall remain and/or be substituted for the Option
Shares  and  Award  Shares provided for herein, the shares, securities or assets
which  would have been issuable or payable in respect of or in exchange for such
Option  Shares  and Award Shares then remaining, as if the Employee had been the
owner  of  such  shares as of the applicable date. Any securities so substituted
shall  be  subject  to  similar  successive  adjustments.                       

     4.2  Withholding  Taxes.  The  Company  shall have the right at the time of
------------------                                          
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any  such Tax Liability. The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)  The  withholding  of  Option  Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and       

               (b)  The  withholding  of  Option  Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings. 

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

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     4.3  Relationship to Other Employee Benefit Plans. Stock Options and Awards
--------------------------------------------                
granted  hereunder shall not be deemed to be salary or other compensation to any
Employee  for purposes of any pension, thrift, profit-sharing, stock purchase or
any  other  employee  benefit  plan  now  maintained or hereafter adopted by the
Company.                                                                        

     4.4  Amendments  and  Termination.  The  Board of Directors may at any time
----------------------------                                
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which  may  be  issued  under  this  Plan  (subject to Paragraph 4.1
hereof),  or  (3)  materially  modify  the  requirements  as  to eligibility for
participation  in  this  Plan.                                                  

     4.5  Successors in Interest. The provisions of this Plan and the actions of
----------------------                                      
the  Committee  shall  be  binding upon all heirs, successors and assigns of the
Company  and  of  the  Employees.                                               

     4.6  Other  Documents.  All  documents  prepared,  executed or delivered in
----------------                                            
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7  Fairness  of  the  Repurchase  Price.  In  the  event that the Company
------------------------------------                        
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8  No  Obligation  to Continue Employment. This Plan and the grants which
--------------------------------------                      
might  be  made  hereunder  shall  not  impose  any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9  Misconduct of an Employee. Notwithstanding any other provision of this
-------------------------                                   
Plan,  if  an  Employee  commits  fraud  or  dishonesty  toward  the  Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10 Term  of Plan. No Stock Option shall be exercisable, or Award granted,
-------------                                               
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective  September  30,  2004. No Stock Options or Awards may be granted under
this  Plan  after  September  30,  2014.                                        

     4.11 Governing  Law.  This  Plan  and all actions taken thereunder shall be
--------------                                              
governed  by, and construed in accordance with, the laws of the State of Nevada.

     4.12 Assumption  Agreements.  The  Company  will  require  each  successor,
----------------------                                      
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions                                                          

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remaining  to  be  performed  by  the Company under each Incentive Agreement and
Stock  Option  and  to  preserve  the benefits to the Employees thereunder. Such
assumption  and  agreement shall be set forth in a written agreement in form and
substance  satisfactory  to the Committee (an "Assumption Agreement"), and shall
include  such  adjustments,  if any, in the application of the provisions of the
Incentive  Agreements  and Stock Options and such additional provisions, if any,
as  the  Committee shall require and approve, in order to preserve such benefits
to  the  Employees.  Without  limiting  the  generality  of  the  foregoing, the
Committee  may  require  an  Assumption  Agreement  to  include  satisfactory   
undertakings  by  a  successor:                                                 

               (a)  To  provide  liquidity  to  the  Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

               (b)  If the succession occurs before the expiration of any period
specified  in  the Incentive Agreements for satisfaction of performance criteria
applicable  to  the Common Stock awarded thereunder, to refrain from interfering
with  the  Company's ability to satisfy such performance criteria or to agree to
modify  such  performance  criteria  and/or  waive  any  criteria that cannot be
satisfied  as  a  result  of  the  succession;                                  

               (c)  To  require any future successor to enter into an Assumption
Agreement;  and                                                                 

               (d)  To  take  or  refrain  from taking such other actions as the
Committee  may  require  and  approve,  in  its  discretion.                    

     4.13 Compliance  with Rule 16b-3. Transactions under this Plan are intended
---------------------------                                 
to  comply  with  all  applicable conditions of Rule 16b-3 promulgated under the
Exchange  Act.  To  the  extent that any provision of this Plan or action by the
Committee  fails  to  so comply, it shall be deemed null and void, to the extent
permitted  by  law  and  deemed  advisable  by  the  Committee.                 

     4.14 Information  to Shareholders. The Company shall furnish to each of its
----------------------------                                
stockholders  financial  statements  of  the  Company  at  least  annually.     

     IN  WITNESS  WHEREOF, this Plan has been executed effective as of September
30,  2004.                                                                      

                                         MARMION INDUSTRIES CORP

                                           By /s/ Wilbert H. Marmion
                                                   -----------------------------
                                                   Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
YEAR 2004 NO. 4 

     1.   Introduction.  This  Plan  shall  be  known as the "Marmion Industries
------------                                                
Corp.  Non-Employee  Directors  and Consultants Retainer Stock Plan for the Year
2004  No. 4," and is hereinafter referred to as the "Plan." The purposes of this
Plan  are  to  enable  Marmion  Industries  Corp.,  a  Nevada  corporation  (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$0.001  per  share  (the  "Common  Stock").                                     

     2.   Definitions.  The  following  terms  shall have the meanings set forth
-----------                                                 
below:                                                                          

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

     "Change  of  Control"  has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

   "Common  Stock"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

"Company"  has  the  meaning  set  forth  in  Paragraph  1  hereof.   

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are  natural  persons;  (ii) they provide bona fide services to the Company; and
(iii) the services are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.                           

     "Deferral  Election"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

    "Delivery  Date"  has  the  meaning  set  forth  in  Paragraph  6  hereof.

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

     "Effective  Date"  has  the  meaning  set  forth  in  Paragraph  3  hereof.

     "Exchange  Act"  has  the  meaning  set  forth  in  Paragraph 12(d) hereof.

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     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date  when the determination is to be made. For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

 "Participant"  has  the  meaning  set  forth  in  Paragraph  4  hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

     "Stock  Retainer"  has  the  meaning  set  forth  in  Paragraph  5  hereof.

     "Third  Anniversary"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     3.   Effective  Date  of  the  Plan.  This  Plan  was  adopted by the Board
------------------------------                              
effective  September  30,  2004  (the  "Effective  Date").                      

     4.   Eligibility.  Each  individual  who is a Director or Consultant on the
-----------                                                 
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.   Grants  of  Shares.  Commencing  on  the Effective Date, the amount of
------------------                                          
compensation  for service to directors or consultants shall be payable in shares
of  the  Common  Stock  (the "Stock Retainer") pursuant to this Plan. The deemed
issuance  price  of  shares  of  the Common Stock subject to each Stock Retainer
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the  date  of  the  grant.  In  the  case  of any person who owns securities
possessing  more than ten percent of the combined voting power of all classes of
securities  of the issuer or its parent or subsidiaries possessing voting power,
the  deemed  issuance  price of shares of the Common Stock subject to each Stock
Retainer  shall  be  at least 100 percent of the Fair Market Value of the Common
Stock  on  the  date  of  the  grant.                                           

     6.   Deferral  Option. From and after the Effective Date, a Participant may
----------------                                            
make an election (a "Deferral Election") on an annual basis to defer delivery of
the Stock Retainer specifying which one of the following ways the Stock Retainer
is to be delivered (a) on the date which is three years after the Effective Date
for  which  it was originally payable (the "Third Anniversary"), (b) on the date
upon  which the Participant ceases to be a Director or Consultant for any reason
(the  "Departure  Date")  or (c) in five equal annual installments commencing on
the  Departure  Date  (the  "Third  Anniversary" and "Departure Date" each being
referred to herein as a "Delivery Date"). Such Deferral Election shall remain in
effect  for  each  Subsequent  Year  unless changed, provided that, any Deferral
Election  with  respect  to  a  particular Year may not be changed less than six
months  prior to the beginning of such Year, and provided, further, that no more
than  one  Deferral  Election  or  change  thereof  may  be  made  in  any Year.

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     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.                                    

     7.   Deferred  Stock  Accounts. The Company shall maintain a Deferred Stock
-------------------------                                   
Account  for  each  Participant  who makes a Deferral Election to which shall be
credited,  as of the applicable Payment Time, the number of shares of the Common
Stock  payable  pursuant  to  the  Stock Retainer to which the Deferral Election
relates.  So  long  as  any amounts in such Deferred Stock Account have not been
delivered  to  the  Participant  under  Paragraph  8 hereof, each Deferred Stock
Account  shall be credited as of the payment date for any dividend paid or other
distribution  made  with respect to the Common Stock, with a number of shares of
the  Common Stock equal to (a) the number of shares of the Common Stock shown in
such Deferred Stock Account on the record date for such dividend or distribution
multiplied  by  (b)  the  Dividend Equivalent for such dividend or distribution.

8.   Delivery  of  Shares.                                            
--------------------                                        

     (a)  The  shares  of  the  Common  Stock  in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon  as practicable after the applicable Delivery Date. Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be  rounded to the nearest whole number of shares. If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole  share. If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to  the  Participant's  estate  or  legal  guardian,  where  appropriate.       

     (b)  The  Company may, but shall not be required to, create a grantor trust
or  utilize  an existing grantor trust (in either case, "Trust") to assist it in
accumulating  the  shares  of the Common Stock needed to fulfill its obligations
under  this Paragraph 8. However, Participants shall have no beneficial or other
interest  in  the Trust and the assets thereof, and their rights under this Plan
shall  be  as  general  creditors of the Company, unaffected by the existence or
nonexistence  of  the  Trust,  except  that  deliveries  of  Stock  Retainers to
Participants  from  the  Trust  shall,  to  the  extent  thereof,  be treated as
satisfying  the  Company's  obligations  under  this  Paragraph  8.             

     9.   Share  Certificates;  Voting  and  Other  Rights. The certificates for
------------------------------------------------            
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.  General  Restrictions.                                           
---------------------                                       

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

               (i)  Listing  or  approval  for  listing  upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;

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

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

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

     11.  Shares  Available.  The  maximum  number of shares of the Common Stock
-----------------                                           
which  may  in the aggregate be paid as Stock Retainers pursuant to this Plan is
30,000,000.  Shares  of  the  Common Stock issuable under this Plan may be taken
from  treasury  shares  of  the  Company or purchased on the open market. In the
event that any outstanding Stock Retainer under this Plan for any reason expires
or  is  terminated,  the  shares  of  Common  Stock allocable to the unexercised
portion  of the Stock Retainer shall be available for issuance under the Marmion
Industries  Corp.  Employee  Stock  Incentive  Plan for the Year 2004 No. 4. The
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of shares available for issuance under Marmion Industries Corp. Employee
Stock  Incentive  Plan  for  the  Year  2004  No.  4.                           

12.  Adjustments;  Change  of  Control.                               
---------------------------------                           

          (a)  In  the  event  that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,    
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the 
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such transaction.

          (b)  If  the shares of the Common Stock credited to the Deferred Stock
Accounts  are  converted  pursuant  to  Paragraph  12(a)  into  another  form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

          (c)  In the event of a Change of Control, the following shall occur on
the  date  of  the  Change of Control (i) the shares of the Common Stock held in
each  Participant's  Deferred  Stock  Account  shall  be deemed to be issued and
outstanding  as  of  the  Change  of  Control;  (ii) the Company shall forthwith
deliver  to  each Participant who has a Deferred Stock Account all of the shares
of  the  Common  Stock or any other property held in such Participant's Deferred
Stock  Account;  and  (iii)  this  Plan  shall  be  terminated.                 

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

               (i)  The  acquisition  by any individual, entity or group (within
the  meaning  of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act")) (a "Person") of beneficial ownership
(within  the  meaning  of  Rule  13d-3 promulgated under the Exchange Act) of 40

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percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A),  (B)  and  (C)  of  paragraph  (iii)  of  this Paragraph 12(d) are
satisfied;  or                                                                  

               (ii) Individuals who, as of the date hereof, constitute the Board
of  the  Company (as of the date hereof, "Incumbent Board") cease for any reason
to  constitute  at  least  a  majority of the Board; provided, however, that any
individual  becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved by a vote of
at  least  a majority of the directors then comprising the Incumbent Board shall
be  considered  as  though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such  terms  are  used  in  Rule  14a-11 of Regulation 14A promulgated under the
Exchange  Act) or other actual or threatened solicitation of proxies or consents
by  or  on  behalf  of  a  Person  other  than  the  Board;  or                 

             (iii)  Approval  by  the  stockholders  of  the  Company  of  a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

               (iv) Approval  by  the  stockholders  of  the  Company  of  (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent                                                                         

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or  more  of,  respectively,  then  outstanding  shares  of common stock of such
corporation  and the combined voting power of then outstanding voting securities
of such corporation entitled to vote generally in the election of directors, and
(C)  at  least  a  majority  of  the  members  of the board of directors of such
corporation  were members of the Incumbent Board at the time of the execution of
the  initial  agreement  or action of the Board providing for such sale or other
disposition  of  assets  of  the  Company.                                      

13.  Administration;  Amendment  and  Termination.                    
--------------------------------------------                

          (a)  This  Plan shall be administered by a committee consisting of two
members  who  shall  be the current directors of the Company or senior executive
officers or other directors who are not Participants as may be designated by the
Chief  Executive  Officer  (the "Committee"), which shall have full authority to
construe  and  interpret  this  Plan,  to establish, amend and rescind rules and
regulations  relating  to  this  Plan, and to take all such actions and make all
such  determinations  in  connection  with this Plan as it may deem necessary or
desirable.                                                                      

          (b)  The  Board  may  from  time  to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify 
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.  Restrictions  on  Transfer.  Each Stock Option granted under this Plan
--------------------------                                  
shall  be  transferable only by will or the laws of descent and distribution. No
interest  of  any  Employee  under  this  Plan  shall  be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.  Term  of  Plan.  No shares of the Common Stock shall be issued, unless
--------------                                              
and  until  the  Directors  of the Company have approved this Plan and all other
legal  requirements  have been met. This Plan was adopted by the Board effective
September  30,  2004,  and  shall  expire  on  September  30,  2014.            

     16.  Governing  Law.  This  Plan  and all actions taken thereunder shall be
--------------                                              
governed  by, and construed in accordance with, the laws of the State of Nevada.

     17.  Information  to Shareholders. The Company shall furnish to each of its
----------------------------                                
stockholders  financial  statements  of  the  Company  at  least  annually.     

18.  Miscellaneous.                                                   
-------------                                               

          (a)  Nothing  in this Plan shall be deemed to create any obligation on
the  part  of the Board to nominate any Director for reelection by the Company's
stockholders  or to limit the rights of the stockholders to remove any Director.

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

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     IN  WITNESS  WHEREOF, this Plan has been executed effective as of September
30,  2004.                                                                      

                                      MARMION INDUSTRIES CORP.

                                        By  /s/ Wilbert H. Marmion
                                                  ------------------------------
                                                 Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 5

1.     General  Provisions.                                           
-------------------                                     

     1.1     Purpose.  This  Stock  Incentive  Plan  (the "Plan") is intended to
-------                                               
allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Marmion  Industries  Corp.,  a  Nevada  corporation  (the  "Company")  and  its 
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

1.2     Administration.                                               
--------------                                        

   1.2.1   The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed  by the provisions of the Company's Bylaws and of Nevada law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

   1.2.2   The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

     1.2.3   The  Company  hereby  agrees  to  indemnify and  hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3     Eligibility  and  Participation.  The Employees eligible under this
-------------------------------                       
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.              

  1.4     Shares Subject to this Plan. The maximum number of shares of the
---------------------------                           
Common  Stock  that  may  be  issued  pursuant to this Plan shall be 400,000,000
subject  to  the  provisions  of  Paragraph  4.1.  If shares of the Common Stock
awarded  or  issued  under  this  Plan  are  reacquired  by the Company due to a
forfeiture  or  for  any  other                                                 

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reason,  such  shares shall be cancelled and thereafter shall again be available
for purposes of this Plan. If a Stock Option expires, terminates or is cancelled
for  any  reason without having been exercised in full, the shares of the Common
Stock  not  purchased  thereunder  shall again be available for purposes of this
Plan.  In  the  event that any outstanding Stock Option or Award under this Plan
for any reason expires or is terminated, the shares of Common Stock allocable to
the  unexercised  portion  of  the  Stock Option or Award shall be available for
issuance  under  the  Marmion  Industries  Corp.  Non-Employee  Directors  and  
Consultants  Retainer  Stock  Plan  for  the  Year  2004 No. 5. The Compensation
Committee  may,  in  its discretion, increase the number of shares available for
issuance  under this Plan, while correspondingly decreasing the number of shares
available for issuance under Marmion Industries Corp. Non-Employee Directors and
Consultants  Retainer  Stock  Plan  for  the  Year  2004  No.  5.               

2.     Provisions  Relating  to  Stock  Options.                      
----------------------------------------                

    2.1    Grants  of Stock Options.  The Committee may grant Stock Options in
------------------------                                
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

    2.2    Purchase Price. The purchase price (the "Exercise Price") of shares
---------------                                         
of the Common Stock subject to each Stock Option (the "Option Shares") shall not
be less than 85 percent of the Fair Market Value of the Common Stock on the date
of  the  grant of the option. For an Employee holding greater than 10 percent of
the  total voting power of all stock of the Company, either Common or Preferred,
the Exercise Price of an incentive stock option shall be at least 110 percent of
the  Fair  Market  Value  of  the  Common  Stock on the date of the grant of the
option.  As  used herein, "Fair Market Value" means the mean between the highest
and  lowest  reported  sales  prices  of  the Common Stock on the New York Stock
Exchange  Composite  Tape  or,  if  not  listed  on  such exchange, on any other
national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which the Fair Market Value is to be determined. If the Common Stock is not then
publicly  traded,  then  the  Fair Market Value of the Common Stock shall be the
book  value  of  the  Company  per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.                      

     2.3     Option Period.  The Stock Option period (the "Term") shall commence
-------------                                         
on  the  date of grant of the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange  Act                                                                   

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(the  "Section  16  Reporting  Persons")  pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at least six months
and  one  day  from  the  date  the  Stock  Option  is  granted.                

2.4     Exercise  of  Options.                                        
---------------------                                 

   2.4.1   Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

   2.4.2   Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

   2.4.3   No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.                                                    

     2.5     Continuous  Employment.  Except as provided in Paragraph 2.7 below,
----------------------                                
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration                                                              

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of  such  leave of absence. If the Employee fails to return to the employ of the
Company  at  the  expiration of such leave of absence, the Employee's employment
with the Company shall be deemed terminated as of the date such leave of absence
commenced.  The continuous employment of an Employee with the Company shall also
be  deemed  to  include  any period during which the Employee is a member of the
Armed  Forces  of  the  United States, provided that the Employee returns to the
employ of the Company within 90 days (or such longer period as may be prescribed
by  law)  from  the date the Employee first becomes entitled to a discharge from
military  service.  If  an Employee does not return to the employ of the Company
within 90 days (or such longer period as may be prescribed by law) from the date
the  Employee  first  becomes entitled to a discharge from military service, the
Employee's  employment with the Company shall be deemed to have terminated as of
the  date  the  Employee's  military  service  ended.                           

     2.6     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7     Termination  of  Employment.                                  
---------------------------                           

   2.7.1   Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:                                       

        (i)     At  least  six  months  from  the  date  of  termination  if
termination  was  caused  by  death  or  disability.                            

          (ii)     At  least 30 days from the date of termination if termination
was  caused  by  other  than  death  or  disability.                            

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3     For  purposes  of  this  Plan:                              

          (a)     "Retirement"  shall  mean  an  Employee's  retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and                                                             

          (b)     "Disability"  shall  mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

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3.     Provisions  Relating  to  Awards.                              
--------------------------------                        

    3.1    Grant  of  Awards.  Subject  to  the  provisions  of this Plan, the
-----------------                                       
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the 
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:                                                       

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:                         

               (a)     The  Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

            (b)     The  conviction  of  the  Employee  of  a  felony;  or

               (c)     The  Employee's  commission of fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or                     

               (d)     The  Employee's gross misconduct causing material harm to
the  Company.                                                                   

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)     The  assignment  to  the  Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom  he  reported  immediately  prior  to  the  Change  of  Control;  or       

               (b)     The  elimination  or  reassignment  of  a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or                                               

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               (c)     A  reduction by the Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or   

               (d)     The  Company  requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

               (e)     The  failure  of  the  Company  to  grant  the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

               (f)     The  failure  of  the  Company  to  obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2     Incentive  Agreements.  Each Award granted under this Plan shall be
---------------------                                 
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3     Amendment,  Modification and Waiver of Restrictions.  The Committee
---------------------------------------------------   
may  modify  or  amend  any  Award  under this Plan or waive any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.                          

     3.4     Terms and Conditions of Awards.  Upon receipt of an Award of shares
------------------------------                        
of  the  Common  Stock  under  this Plan, even during the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

   3.4.1   Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

   3.4.2   If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

   3.4.3   The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.

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4.      Miscellaneous  Provisions.                                    
-------------------------                             

4.1     Adjustments  Upon  Change  in  Capitalization.                
---------------------------------------------         

   4.1.1   The  number and class of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a  
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the  Award Shares, the Employee shall receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.                                                                      

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.          

     4.2     Withholding Taxes.  The Company shall have the right at the time of
-----------------                                     
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)     The  withholding of Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and       

               (b)     The  withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings. 

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

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     4.3     Relationship  to  Other  Employee Benefit Plans.  Stock Options and
-----------------------------------------------       
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.                                                               

     4.4     Amendments and Termination.  The Board of Directors may at any time
--------------------------                            
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which  may  be  issued  under  this  Plan  (subject to Paragraph 4.1
hereof),  or  (3)  materially  modify  the  requirements  as  to eligibility for
participation  in  this  Plan.                                                  

     4.5     Successors  in  Interest.  The  provisions  of  this  Plan  and the
------------------------                              
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.                                      

     4.6     Other  Documents.  All documents prepared, executed or delivered in
----------------                                      
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7     Fairness  of  the  Repurchase Price.  In the event that the Company
-----------------------------------                   
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8     No  Obligation  to  Continue  Employment.  This Plan and the grants
----------------------------------------              
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9     Misconduct  of an Employee.  Notwithstanding any other provision of
--------------------------                            
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10     Term  of  Plan.  No  Stock  Option  shall be exercisable, or Award
--------------                                      
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective  November  12, 2004.  No Stock Options or Awards may be granted
under  this  Plan  after  November  12,  2014.                                  

     4.11     Governing  Law.  This  Plan and all actions taken thereunder shall
--------------                                      
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Nevada.                                                                         

     4.12     Assumption  Agreements.  The  Company will require each successor,
----------------------                              
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions                                                          

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remaining  to  be  performed  by  the Company under each Incentive Agreement and
Stock  Option  and  to  preserve  the benefits to the Employees thereunder. Such
assumption  and  agreement shall be set forth in a written agreement in form and
substance  satisfactory  to the Committee (an "Assumption Agreement"), and shall
include  such  adjustments,  if any, in the application of the provisions of the
Incentive  Agreements  and Stock Options and such additional provisions, if any,
as  the  Committee shall require and approve, in order to preserve such benefits
to  the  Employees.  Without  limiting  the  generality  of  the  foregoing, the
Committee  may  require  an  Assumption  Agreement  to  include  satisfactory   
undertakings  by  a  successor:                                                 

               (a)     To  provide  liquidity to the Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

               (b)     If  the  succession  occurs  before the expiration of any
period  specified  in  the  Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;                      

              (c)     To  require  any  future  successor  to  enter  into  an
Assumption  Agreement;  and                                                     

               (d)     To  take or refrain from taking such other actions as the
Committee  may  require  and  approve,  in  its  discretion.                    

     4.13     Compliance  with  Rule  16b-3.  Transactions  under  this Plan are
-----------------------------                       
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.         

     4.14     Information to Shareholders.  The Company shall furnish to each of
---------------------------                         
its  stockholders  financial  statements  of  the  Company  at  least  annually.

     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of November
12,  2004.                                                                      

                MARMION  INDUSTRIES  CORP.

                 By  /s/Wilbert  H.  Marmion
                                       -----------------------------------------
                              Wilbert  H.  Marmion,  President

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DEFR14C 108th Page of 146 TOC 1st Previous Next ↓Bottom Just 108th
MARMION INDUSTRIES CORP.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
 YEAR 2004 NO. 5

     1.     Introduction.  This  Plan  shall be known as the "Marmion Industries
------------                                            
Corp.  Non-Employee  Directors  and Consultants Retainer Stock Plan for the Year
2004 No. 5," and is hereinafter referred to as the "Plan."  The purposes of this
Plan  are  to  enable  Marmion  Industries  Corp.,  a  Nevada  corporation  (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$0.001  per  share  (the  "Common  Stock").                                     

     2.     Definitions.  The  following terms shall have the meanings set forth
-----------                                             
below:                                                                          

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

     "Change  of  Control"  has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

   "Common  Stock"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

"Company"  has  the  meaning  set  forth  in  Paragraph  1  hereof.   

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are  natural  persons;  (ii) they provide bona fide services to the Company; and
(iii) the services are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.                           

     "Deferral  Election"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

    "Delivery  Date"  has  the  meaning  set  forth  in  Paragraph  6  hereof.

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

     "Effective  Date"  has  the  meaning  set  forth  in  Paragraph  3  hereof.

     "Exchange  Act"  has  the  meaning  set  forth  in  Paragraph 12(d) hereof.

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DEFR14C 109th Page of 146 TOC 1st Previous Next ↓Bottom Just 109th
     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

 "Participant"  has  the  meaning  set  forth  in  Paragraph  4  hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

     "Stock  Retainer"  has  the  meaning  set  forth  in  Paragraph  5  hereof.

     "Third  Anniversary"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     3.     Effective  Date  of  the  Plan.  This  Plan was adopted by the Board
------------------------------                          
effective  November  12,  2004  (the  "Effective  Date").                       

     4.     Eligibility.  Each individual who is a Director or Consultant on the
-----------                                             
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.     Grants  of  Shares.  Commencing on the Effective Date, the amount of
------------------                                      
compensation  for service to directors or consultants shall be payable in shares
of  the  Common  Stock (the "Stock Retainer") pursuant to this Plan.  The deemed
issuance  price  of  shares  of  the Common Stock subject to each Stock Retainer
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the  date  of  the  grant.  In  the  case  of any person who owns securities
possessing  more than ten percent of the combined voting power of all classes of
securities  of the issuer or its parent or subsidiaries possessing voting power,
the  deemed  issuance  price of shares of the Common Stock subject to each Stock
Retainer  shall  be  at least 100 percent of the Fair Market Value of the Common
Stock  on  the  date  of  the  grant.                                           

     6.     Deferral  Option.  From  and after the Effective Date, a Participant
----------------                                        
may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any  Deferral Election with respect to a particular Year may not be changed less
than six months prior to the beginning of such Year, and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

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     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.                                    

     7.     Deferred  Stock  Accounts.  The  Company  shall  maintain a Deferred
-------------------------                               
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to the Participant under Paragraph 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.                                                                   

8.     Delivery  of  Shares.                                          
--------------------                                    

     (a)     The  shares  of  the Common Stock in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to  the  Participant's  estate  or  legal  guardian,  where  appropriate.       

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated  as  satisfying  the  Company's  obligations  under  this  Paragraph  8.

     9.     Share  Certificates;  Voting and Other Rights.  The certificates for
---------------------------------------------           
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.     General  Restrictions.                                        
---------------------                                 

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

               (i)     Listing  or  approval for listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;

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

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

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

     11.     Shares Available.  The maximum number of shares of the Common Stock
----------------                                      
which  may  in the aggregate be paid as Stock Retainers pursuant to this Plan is
150,000,000.  Shares  of  the Common Stock issuable under this Plan may be taken
from  treasury  shares  of  the Company or purchased on the open market.  In the
event that any outstanding Stock Retainer under this Plan for any reason expires
or  is  terminated,  the  shares  of  Common  Stock allocable to the unexercised
portion  of the Stock Retainer shall be available for issuance under the Marmion
Industries  Corp.  Employee  Stock  Incentive Plan for the Year 2004 No. 5.  The
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of shares available for issuance under Marmion Industries Corp. Employee
Stock  Incentive  Plan  for  the  Year  2004  No.  5.                           

12.     Adjustments;  Change  of  Control.                            
---------------------------------                     

          (a)     In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,    
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the 
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such transaction.

          (b)     If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

          (c)     In the event of a Change of Control, the following shall occur
on  the date of the Change of Control (i) the shares of the Common Stock held in
each  Participant's  Deferred  Stock  Account  shall  be deemed to be issued and
outstanding  as  of  the  Change  of  Control;  (ii) the Company shall forthwith
deliver  to  each Participant who has a Deferred Stock Account all of the shares
of  the  Common  Stock or any other property held in such Participant's Deferred
Stock  Account;  and  (iii)  this  Plan  shall  be  terminated.                 

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

               (i)     The  acquisition  by  any  individual,  entity  or  group
(within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of  40                                                                          

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percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A),  (B)  and  (C)  of  paragraph  (iii)  of  this Paragraph 12(d) are
satisfied;  or                                                                  

               (ii)     Individuals  who,  as of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

              (iii)    Approval  by  the  stockholders  of  the  Company  of a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

               (iv)     Approval  by  the  stockholders  of the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent   

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or  more  of  the Outstanding Company Common Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (C) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.                     

13.     Administration;  Amendment  and  Termination.                 
--------------------------------------------          

          (a)     This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.                                                 

          (b)     The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify 
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.     Term  of  Plan.  No  shares  of  the  Common Stock shall be issued,
--------------                                        
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective  November  12,  2004,  and  shall  expire  on  November  12,  2014.   

     16.     Governing Law.  This Plan and all actions taken thereunder shall be
-------------                                         
governed  by, and construed in accordance with, the laws of the State of Nevada.

     17.     Information  to Shareholders.  The Company shall furnish to each of
----------------------------                          
its  stockholders  financial  statements  of  the  Company  at  least  annually.

18.     Miscellaneous.                                                
-------------                                         

          (a)     Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.                                                                       

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

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     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of November
12,  2004.                                                                      

              MARMION INDUSTRIES CORP.

               By  /s/Wilbert H. Marmion
                                     ---------------------------------------
                           Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005

1.     General  Provisions.                                           
-------------------                                     

     1.1     Purpose.  This  Stock  Incentive  Plan  (the "Plan") is intended to
-------                                               
allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Marmion  Industries  Corp.,  a  Nevada  corporation  (the  "Company")  and  its 
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

1.2     Administration.                                               
--------------                                        

     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed  by the provisions of the Company's Bylaws and of Nevada law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2     The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder, shall be binding and conclusive on all persons for all purposes.     

     1.2.3     The  Company  hereby  agrees  to indemnify and hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3     Eligibility  and  Participation.  The Employees eligible under this
-------------------------------                       
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.              

     1.4     Shares  Subject  to this Plan.  The maximum number of shares of the
-----------------------------                         
Common  Stock  that  may  be  issued  pursuant to this Plan shall be 500,000,000
subject  to  the  provisions  of  Paragraph  4.1.  If shares of the Common Stock
awarded  or  issued  under  this  Plan  are  reacquired  by the Company due to a
forfeiture  or  for  any  other                                                 

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reason,  such  shares shall be cancelled and thereafter shall again be available
for  purposes  of  this  Plan.  If  a  Stock  Option  expires,  terminates or is
cancelled  for  any  reason without having been exercised in full, the shares of
the  Common Stock not purchased thereunder shall again be available for purposes
of  this  Plan.  In  the  event that any outstanding Stock Option or Award under
this  Plan  for  any reason expires or is terminated, the shares of Common Stock
allocable  to  the  unexercised  portion  of  the Stock Option or Award shall be
available for issuance under the Marmion Industries Corp. Non-Employee Directors
and  Consultants  Retainer  Stock  Plan  for  the  Year  2005.  The Compensation
Committee  may,  in  its discretion, increase the number of shares available for
issuance  under this Plan, while correspondingly decreasing the number of shares
available for issuance under Marmion Industries Corp. Non-Employee Directors and
Consultants  Retainer  Stock  Plan  for  the  Year  2005.                       

2.     Provisions  Relating  to  Stock  Options.                      
----------------------------------------                

     2.1     Grants  of Stock Options.  The Committee may grant Stock Options in
------------------------                              
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

     2.2     Purchase  Price.  The  purchase  price  (the  "Exercise  Price") of
---------------                                       
shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on the date of the grant of the option.  For an Employee holding greater than 10
percent  of the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be at least 110
percent of the Fair Market Value of the Common Stock on the date of the grant of
the  option.  As  used  herein,  "Fair  Market Value" means the mean between the
highest  and  lowest  reported  sales prices of the Common Stock on the New York
Stock  Exchange  Composite Tape or, if not listed on such exchange, on any other
national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which  the  Fair  Market  Value is to be determined.  If the Common Stock is not
then  publicly  traded,  then the Fair Market Value of the Common Stock shall be
the  book value of the Company per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.                      

     2.3     Option Period.  The Stock Option period (the "Term") shall commence
-------------                                         
on  the  date of grant of the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange                                                                        

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Act  (the "Section 16 Reporting Persons") pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at least six months
and  one  day  from  the  date  the  Stock  Option  is  granted.                

2.4     Exercise  of  Options.                                        
---------------------                                 

     2.4.1     Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

     2.4.2     Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

     2.4.3     No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.                                                    

     2.5     Continuous  Employment.  Except as provided in Paragraph 2.7 below,
----------------------                                
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration                              

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of  such  leave  of absence, the Employee's employment with the Company shall be
deemed  terminated  as  of  the  date  such  leave  of  absence  commenced.  The
continuous  employment  of  an Employee with the Company shall also be deemed to
include  any period during which the Employee is a member of the Armed Forces of
the  United  States,  provided  that  the  Employee returns to the employ of the
Company  within 90 days (or such longer period as may be prescribed by law) from
the  date  the  Employee  first  becomes  entitled  to a discharge from military
service.  If  an Employee does not return to the employ of the Company within 90
days  (or  such  longer  period  as  may be prescribed by law) from the date the
Employee  first  becomes  entitled  to  a  discharge  from military service, the
Employee's  employment with the Company shall be deemed to have terminated as of
the  date  the  Employee's  military  service  ended.                           

     2.6     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7     Termination  of  Employment.                                  
---------------------------                           

     2.7.1     Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:                                       

        (i)     At  least  six  months  from  the  date  of  termination  if
termination  was  caused  by  death  or  disability.                            

          (ii)     At  least 30 days from the date of termination if termination
was  caused  by  other  than  death  or  disability.                            

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3     For  purposes  of  this  Plan:                              

          (a)     "Retirement"  shall  mean  an  Employee's  retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and                                                             

          (b)     "Disability"  shall  mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

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3.     Provisions  Relating  to  Awards.                              

     3.1     Grant  of  Awards.  Subject  to  the  provisions  of this Plan, the
-----------------                                     
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the 
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:                                                       

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:                         

               (a)   The  Employee's  continuing  willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

          (b)   The  conviction  of  the  Employee  of  a  felony;  or

               (c)   The  Employee's  commission  of  fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or                     

               (d)   The  Employee's  gross  misconduct causing material harm to
the  Company.                                                                   

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)     The  assignment  to  the  Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom  he  reported  immediately  prior  to  the  Change  of  Control;  or       

               (b)     The  elimination  or  reassignment  of  a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or                                               

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               (c)     A  reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or              

               (d)     The  Company  requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

               (e)     The  failure  of  the  Company  to  grant  the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

               (f)     The  failure  of  the  Company  to  obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2     Incentive  Agreements.  Each Award granted under this Plan shall be
---------------------                                 
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3     Amendment,  Modification and Waiver of Restrictions.  The Committee
---------------------------------------------------   
may  modify  or  amend  any  Award  under this Plan or waive any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.                          

     3.4     Terms and Conditions of Awards.  Upon receipt of an Award of shares
------------------------------                        
of  the  Common  Stock  under  this Plan, even during the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

     3.4.1     Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2     If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

     3.4.3     The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the Company a stock power endorsed in blank relating to the Common Stock.       

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4.     Miscellaneous Provisions.                                      

4.1     Adjustments  Upon  Change  in  Capitalization.                
---------------------------------------------         

     4.1.1     The  number and class of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a  
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the  Award Shares, the Employee shall receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.                                                                      

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.          

     4.2     Withholding Taxes.  The Company shall have the right at the time of
-----------------                                     
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)     The  withholding of Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and       

               (b)     The  withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings. 

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

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     4.3     Relationship to Other  Employee Benefit Plans.  Stock  Options  and
---------------------------------------------         
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.                                                               

     4.4     Amendments and Termination.  The Board of Directors may at any time
--------------------------                            
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which  may  be  issued  under  this  Plan  (subject to Paragraph 4.1
hereof),  or  (3)  materially  modify  the  requirements  as  to eligibility for
participation  in  this  Plan.                                                  

     4.5     Successors  in  Interest.  The  provisions  of  this  Plan  and the
------------------------                              
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.                                      

     4.6     Other  Documents.  All documents prepared, executed or delivered in
----------------                                      
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7     Fairness  of  the  Repurchase Price.  In the event that the Company
-----------------------------------                   
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8     No  Obligation  to  Continue  Employment.  This Plan and the grants
----------------------------------------              
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9     Misconduct  of an Employee.  Notwithstanding any other provision of
--------------------------                            
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10     Term  of  Plan.  No  Stock  Option  shall be exercisable, or Award
--------------                                      
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective  January  6,  2005.  No  Stock Options or Awards may be granted
under  this  Plan  after  January  6,  2015.                                    

     4.11     Governing  Law.  This  Plan and all actions taken thereunder shall
--------------                                      
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Nevada.                                                                         

     4.12     Assumption  Agreements.  The  Company will require each successor,
----------------------                              
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions                                                          

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remaining  to  be  performed  by  the Company under each Incentive Agreement and
Stock  Option  and  to  preserve the benefits to the Employees thereunder.  Such
assumption  and  agreement shall be set forth in a written agreement in form and
substance  satisfactory  to the Committee (an "Assumption Agreement"), and shall
include  such  adjustments,  if any, in the application of the provisions of the
Incentive  Agreements  and Stock Options and such additional provisions, if any,
as  the  Committee shall require and approve, in order to preserve such benefits
to  the  Employees.  Without  limiting  the  generality  of  the  foregoing, the
Committee  may  require  an  Assumption  Agreement  to  include  satisfactory   
undertakings  by  a  successor:                                                 

               (a)     To  provide  liquidity to the Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

               (b)     If  the  succession  occurs  before the expiration of any
period  specified  in  the  Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;                      

              (c)     To  require  any  future  successor  to  enter  into  an
Assumption  Agreement;  and                                                     

               (d)     To  take or refrain from taking such other actions as the
Committee  may  require  and  approve,  in  its  discretion.                    

     4.13     Compliance  with  Rule  16b-3.  Transactions  under  this Plan are
-----------------------------                       
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.         

     4.14     Information to Shareholders.  The Company shall furnish to each of
---------------------------                         
its stockholders financial statements of the Company at least annually.         

     IN  WITNESS WHEREOF, this Plan has been executed effective as of January 6,
2005.                                                                           

                        MARMION INDUSTRIES CORP.

                         By /s/ Wilbert H. Marmion
                                           -------------------------------------
                                   Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
 YEAR 2005

     1.     Introduction.  This  Plan  shall be known as the "Marmion Industries
------------                                            
Corp.  Non-Employee  Directors  and Consultants Retainer Stock Plan for the Year
2005,"  and is hereinafter referred to as the "Plan."  The purposes of this Plan
are to enable Marmion Industries Corp., a Nevada corporation (the "Company"), to
promote  the  interests  of  the  Company and its stockholders by attracting and
retaining  non-employee  Directors  and  Consultants  capable  of furthering the
future  success  of  the  Company  and by aligning their economic interests more
closely  with  those  of the Company's stockholders, by paying their retainer or
fees  in  the form of shares of the Company's common stock, par value $0.001 per
share  (the  "Common  Stock").                                                  

     2.     Definitions.  The  following terms shall have the meanings set forth
-----------                                             
below:                                                                          

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

  "Change of Control" has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

"Common Stock" has the meaning set forth in Paragraph 1 hereof.       

"Company" has the meaning set forth in Paragraph 1 hereof.            

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are  natural  persons;  (ii) they provide bona fide services to the Company; and
(iii) the services are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.                           

"Deferral Election" has the meaning set forth in Paragraph 6 hereof.  

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

"Delivery Date" has the meaning set forth in Paragraph 6 hereof.      

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

"Effective Date" has the meaning set forth in Paragraph 3 hereof.     

"Exchange Act" has the meaning set forth in Paragraph 12(d) hereof.   

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     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

"Participant" has the meaning set forth in Paragraph 4 hereof.        

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

"Stock Retainer" has the meaning set forth in Paragraph 5 hereof.     

"Third Anniversary" has the meaning set forth in Paragraph 6 hereof.  

     3.     Effective  Date  of  the  Plan.  This  Plan was adopted by the Board
------------------------------                          
effective  January  6,  2005  (the  "Effective  Date").                         

     4.     Eligibility.  Each individual who is a Director or Consultant on the
-----------                                             
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.     Grants  of  Shares.  Commencing on the Effective Date, the amount of
------------------                                      
compensation  for service to directors or consultants shall be payable in shares
of  the  Common  Stock (the "Stock Retainer") pursuant to this Plan.  The deemed
issuance  price  of  shares  of  the Common Stock subject to each Stock Retainer
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the  date  of  the  grant.  In  the  case  of any person who owns securities
possessing  more than ten percent of the combined voting power of all classes of
securities  of the issuer or its parent or subsidiaries possessing voting power,
the  deemed  issuance  price of shares of the Common Stock subject to each Stock
Retainer  shall  be  at least 100 percent of the Fair Market Value of the Common
Stock  on  the  date  of  the  grant.                                           

     6.     Deferral  Option.  From  and after the Effective Date, a Participant
----------------                                        
may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any  Deferral Election with respect to a particular Year may not be changed less
than six months prior to the beginning of such Year, and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

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     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.                                    

     7.     Deferred  Stock  Accounts.  The  Company  shall  maintain a Deferred
-------------------------                               
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to the Participant under Paragraph 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.                                                                   

8.     Delivery  of  Shares.                                          
--------------------                                    

     (a)     The  shares  of  the Common Stock in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.               

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated as satisfying the Company's obligations under this Paragraph 8.         

     9.     Share  Certificates;  Voting and Other Rights.  The certificates for
---------------------------------------------           
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.     General  Restrictions.                                        
---------------------                                 

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

               (i)     Listing  or  approval for listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;        

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

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

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

     11.     Shares Available.  The maximum number of shares of the Common Stock
----------------                                      
which  may  in the aggregate be paid as Stock Retainers pursuant to this Plan is
250,000,000.  Shares  of  the Common Stock issuable under this Plan may be taken
from  treasury  shares  of  the Company or purchased on the open market.  In the
event that any outstanding Stock Retainer under this Plan for any reason expires
or  is  terminated,  the  shares  of  Common  Stock allocable to the unexercised
portion  of the Stock Retainer shall be available for issuance under the Marmion
Industries  Corp.  Employee  Stock  Incentive  Plan  for  the  Year  2005.  The 
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of shares available for issuance under Marmion Industries Corp. Employee
Stock  Incentive  Plan  for  the  Year  2005.                                   

12.     Adjustments;  Change  of  Control.                            
---------------------------------                     

          (a)     In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,    
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the 
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such transaction.

          (b)     If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

          (c)     In the event of a Change of Control, the following shall occur
on  the date of the Change of Control (i) the shares of the Common Stock held in
each  Participant's  Deferred  Stock  Account  shall  be deemed to be issued and
outstanding  as  of  the  Change  of  Control;  (ii) the Company shall forthwith
deliver  to  each Participant who has a Deferred Stock Account all of the shares
of  the  Common  Stock or any other property held in such Participant's Deferred
Stock  Account;  and  (iii)  this  Plan  shall  be  terminated.                 

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

               (i)     The  acquisition  by  any  individual,  entity  or  group
(within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of  40                                                                          

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percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A),  (B)  and  (C)  of  paragraph  (iii)  of  this Paragraph 12(d) are
satisfied;  or                                                                  

               (ii)     Individuals  who,  as of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or     

               (iii)     Approval  by  the  stockholders  of  the  Company  of a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

               (iv)     Approval  by  the  stockholders  of the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent                                                                         

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or  more  of,  respectively,  then  outstanding  shares  of common stock of such
corporation  and the combined voting power of then outstanding voting securities
of such corporation entitled to vote generally in the election of directors, and
(C)  at  least  a  majority  of  the  members  of the board of directors of such
corporation  were members of the Incumbent Board at the time of the execution of
the  initial  agreement  or action of the Board providing for such sale or other
disposition  of  assets  of  the  Company.                                      

13.     Administration;  Amendment  and  Termination.                 
--------------------------------------------          

          (a)     This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.                                                 

          (b)     The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify 
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.     Term  of  Plan.  No  shares  of  the  Common Stock shall be issued,
--------------                                        
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective January 6, 2005, and shall expire on January 6, 2015.                 

     16.     Governing Law.  This Plan and all actions taken thereunder shall be
-------------                                         
governed  by, and construed in accordance with, the laws of the State of Nevada.

     17.     Information  to Shareholders.  The Company shall furnish to each of
----------------------------                          
its stockholders financial statements of the Company at least annually.         

18.     Miscellaneous.                                                
-------------                                         

          (a)     Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.                                                                       

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

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     IN  WITNESS WHEREOF, this Plan has been executed effective as of January 6,
2005.                                                                           

                        MARMION INDUSTRIES CORP.

                         By /s/ Wilbert H. Marmion
                                           -------------------------------------
                                   Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
 EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005 NO. 2

1.     General  Provisions.                                           
-------------------                                     

     1.1     Purpose.  This  Stock  Incentive  Plan  (the "Plan") is intended to
-------                                               
allow  designated officers and employees (all of whom are sometimes collectively
referred  to  herein  as  the "Employees," or individually as the "Employee") of
Marmion  Industries  Corp.,  a  Nevada  corporation  (the  "Company")  and  its 
Subsidiaries  (as  that  term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company,  par value $0.001 per share (the "Common Stock"), and to receive grants
of  the Common Stock subject to certain restrictions (the "Awards").  As used in
this  Plan,  the  term  "Subsidiary"  shall  mean  each  corporation  which is a
"subsidiary  corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code").  The purpose of this
Plan  is  to  provide  the  Employees,  who  make  significant and extraordinary
contributions  to  the  long-term  growth  and  performance of the Company, with
equity-based  compensation  incentives, and to attract and retain the Employees.

1.2     Administration.                                               
--------------                                        

     1.2.1     The Plan shall be administered by the Compensation Committee (the
"Committee")  of,  or  appointed  by, the Board of Directors of the Company (the
"Board").  The  Committee  shall select one of its members as Chairman and shall
act  by  vote  of  a  majority  of a quorum, or by unanimous written consent.  A
majority  of  its  members  shall  constitute  a quorum.  The Committee shall be
governed  by the provisions of the Company's Bylaws and of Nevada law applicable
to  the  Board,  except as otherwise provided herein or determined by the Board.

     1.2.2     The  Committee  shall  have  full  and complete authority, in its
discretion,  but  subject  to the express provisions of this Plan (a) to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock  Options;  (b)  to  determine  the number of Awards or Stock Options to be
granted  to  an  Employee; (c) to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and conditions upon which
Awards  or  Stock  Options  may  be  exercised;  (d)  to  remove  or  adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time  of  grant,  provisions  relating to exercisability of Stock Options and to
accelerate  or otherwise modify the exercisability of any Stock Options; and (f)
to  adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Plan.  All interpretations
and  constructions  of  this  Plan  by  the  Committee,  and  all of its actions
hereunder,  shall  be  binding  and  conclusive on all persons for all purposes.

     1.2.3     The  Company  hereby  agrees  to indemnify and hold harmless each
Committee  member  and each Employee, and the estate and heirs of such Committee
member  or  Employee,  against  all  claims,  liabilities,  expenses, penalties,
damages  or  other  pecuniary losses, including legal fees, which such Committee
member  or  Employee,  his  estate  or  heirs  may  suffer  as  a  result of his
responsibilities,  obligations  or  duties  in connection with this Plan, to the
extent  that  insurance,  if  any, does not cover the payment of such items.  No
member  of  the  Committee  or  the  Board  shall  be  liable  for any action or
determination made in good faith with respect to this Plan or any Award or Stock
Option  granted  pursuant  to  this  Plan.                                      

     1.3     Eligibility  and  Participation.  The Employees eligible under this
-------------------------------                       
Plan shall be approved by the Committee from those Employees who, in the opinion
of  the  management  of  the Company, are in positions which enable them to make
significant  contributions  to  the  long-term  performance  and  growth  of the
Company.  In  selecting  the  Employees  to  whom  Award or Stock Options may be
granted,  consideration  shall  be given to factors such as employment position,
duties  and  responsibilities, ability, productivity, length of service, morale,
interest  in  the  Company  and  recommendations  of  supervisors.              

     1.4     Shares  Subject  to this Plan.  The maximum number of shares of the
-----------------------------                         
Common  Stock  that  may  be issued pursuant to this Plan shall be 1,500,000,000
subject  to  the  provisions  of  Paragraph  4.1.  If shares of the Common Stock
awarded  or  issued  under  this  Plan  are  reacquired  by the Company due to a
forfeiture  or  for  any  other                                                 

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reason,  such  shares shall be cancelled and thereafter shall again be available
for  purposes  of  this  Plan.  If  a  Stock  Option  expires,  terminates or is
cancelled  for  any  reason without having been exercised in full, the shares of
the  Common Stock not purchased thereunder shall again be available for purposes
of  this  Plan.  In  the  event that any outstanding Stock Option or Award under
this  Plan  for  any reason expires or is terminated, the shares of Common Stock
allocable  to  the  unexercised  portion  of  the Stock Option or Award shall be
available for issuance under the Marmion Industries Corp. Non-Employee Directors
and  Consultants  Retainer Stock Plan for the Year 2005 No. 2.  The Compensation
Committee  may,  in  its discretion, increase the number of shares available for
issuance  under this Plan, while correspondingly decreasing the number of shares
available for issuance under Marmion Industries Corp. Non-Employee Directors and
Consultants  Retainer  Stock  Plan  for  the  Year  2005  No.  2.               

2.     Provisions  Relating  to  Stock  Options.                      
----------------------------------------                

     2.1     Grants  of Stock Options.  The Committee may grant Stock Options in
------------------------                              
such amounts, at such times, and to the Employees nominated by the management of
the  Company  as the Committee, in its discretion, may determine.  Stock Options
granted  under  this  Plan shall constitute "incentive stock options" within the
meaning  of  Section  422  of the Code, if so designated by the Committee on the
date  of  grant.  The  Committee  shall  also have the discretion to grant Stock
Options  which  do  not  constitute  incentive stock options, and any such Stock
Options  shall be designated non-statutory stock options by the Committee on the
date  of  grant.  The  aggregate Fair Market Value (determined as of the time an
incentive  stock  option  is  granted) of the Common Stock with respect to which
incentive  stock  options  are  exercisable  for  the first time by any Employee
during  any  one calendar year (under all plans of the Company and any parent or
subsidiary  of  the  Company)  may not exceed the maximum amount permitted under
Section  422  of the Code (currently, $100,000.00).  Non-statutory stock options
shall  not  be  subject  to  the limitations relating to incentive stock options
contained  in the preceding sentence.  Each Stock Option shall be evidenced by a
written  agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock  Option is granted, and which shall be subject to the terms and conditions
of  this  Plan.  In  the  discretion of the Committee, Stock Options may include
provisions  (which  need  not  be  uniform),  authorized by the Committee in its
discretion,  that  accelerate  an  Employee's  rights  to exercise Stock Options
following  a  "Change in Control," upon termination of the Employee's employment
by  the  Company  without  "Cause" or by the Employee for "Good Reason," as such
terms  are  defined in Paragraph 3.1 hereof.  The holder of a Stock Option shall
not  be  entitled  to  the privileges of stock ownership as to any shares of the
Common  Stock  not  actually  issued  to  such  holder.                         

     2.2     Purchase  Price.  The  purchase  price  (the  "Exercise  Price") of
---------------                                       
shares  of  the  Common Stock subject to each Stock Option (the "Option Shares")
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on the date of the grant of the option.  For an Employee holding greater than 10
percent  of the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be at least 110
percent of the Fair Market Value of the Common Stock on the date of the grant of
the  option.  As  used  herein,  "Fair  Market Value" means the mean between the
highest  and  lowest  reported  sales prices of the Common Stock on the New York
Stock  Exchange  Composite Tape or, if not listed on such exchange, on any other
national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which  the  Fair  Market  Value is to be determined.  If the Common Stock is not
then  publicly  traded,  then the Fair Market Value of the Common Stock shall be
the  book value of the Company per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.                      

     2.3     Option Period.  The Stock Option period (the "Term") shall commence
-------------                                         
on  the  date of grant of the Stock Option and shall be 10 years or such shorter
period  as is determined by the Committee.  Each Stock Option shall provide that
it  is  exercisable over its term in such periodic installments as the Committee
may  determine,  subject to the provisions of Paragraph 2.4.1.  Section 16(b) of
the  Securities  Exchange  Act  of 1934, as amended (the "Exchange Act") exempts
persons  normally  subject to the reporting requirements of Section 16(a) of the
Exchange                                                                        

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Act  (the "Section 16 Reporting Persons") pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at least six months
and  one  day  from  the  date  the  Stock  Option  is  granted.                

2.4     Exercise  of  Options.                                        
---------------------                                 

     2.4.1     Each  Stock  Option may be exercised in whole or in part (but not
as  to  fractional  shares) by delivering it for surrender or endorsement to the
Company,  attention  of  the Corporate Secretary, at the principal office of the
Company,  together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2.  Payment may be
made  (a)  in  cash,  (b)  by  cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from  the  Option  Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock  Option,  if  such  withholding  is  authorized  by  the  Committee in its
discretion,  or  (e)  in the discretion of the Committee, by the delivery to the
Company  of the optionee's promissory note secured by the Option Shares, bearing
interest  at  a  rate  sufficient  to  prevent  the imputation of interest under
Sections  483 or 1274 of the Code, and having such other terms and conditions as
may  be  satisfactory  to  the  Committee.  Subject  to  the  provisions of this
Paragraph  2.4  and Paragraph 2.5, the Employee has the right to exercise his or
her  Stock  Options  at the rate of at least 20 percent per year over five years
from  the  date  the  Stock  Option  is  granted.                               

     2.4.2     Exercise  of  each Stock Option is conditioned upon the agreement
of  the  Employee  to  the  terms  and conditions of this Plan and of such Stock
Option  as  evidenced  by  the Employee's execution and delivery of a Notice and
Agreement  of  Exercise  in  a  form  to  be  determined by the Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of  the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any  other  applicable  federal  or state securities laws, (b) each Option Share
certificate  may be imprinted with legends reflecting any applicable federal and
state  securities  law  restrictions  and conditions, (c) the Company may comply
with  said securities law restrictions and issue "stop transfer" instructions to
its  Transfer  Agent  and  Registrar without liability, (d) if the Employee is a
Section  16 Reporting Person, the Employee will furnish to the Company a copy of
each  Form  4  or Form 5 filed by said Employee and will timely file all reports
required  under  federal  securities  laws, and (e) the Employee will report all
sales  of  Option  Shares  to the Company in writing on a form prescribed by the
Company.                                                                        

     2.4.3     No  Stock  Option  shall  be  exercisable  unless  and  until any
applicable  registration  or  qualification  requirements  of  federal and state
securities  laws,  and  all  other  legal requirements, have been fully complied
with.  At no time shall the total number of securities issuable upon exercise of
all  outstanding  options  under  this  Plan, and the total number of securities
provided  for under any bonus or similar plan or agreement of the Company exceed
a  number  of  securities  which  is equal to 30 percent of the then outstanding
securities  of  the  Company,  unless  a  percentage  higher  than 30 percent is
approved  by at least two-thirds of the outstanding securities entitled to vote.
The  Company  will  use  reasonable  efforts  to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act  for  the issuance of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will  be  currently  effective.  The  exercise of Stock
Options  may  be  temporarily  suspended without liability to the Company during
times  when  no  such  Registration  Statement is currently effective, or during
times  when,  in  the  reasonable  opinion  of the Committee, such suspension is
necessary  to  preclude  violation  of  any  requirements  of  applicable law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then  if  exercise  of such Stock Option is duly tendered before its expiration,
such  Stock  Option  shall  be  exercisable  and exercised (unless the attempted
exercise  is  withdrawn)  as  of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales  of  Option  Shares.                                                    

     2.5     Continuous  Employment.  Except as provided in Paragraph 2.7 below,
----------------------                                
an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For  purposes  of  this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with  the  consent of the Company, provided that such leave of absence shall not
exceed  three  months and that the Employee returns to the employ of the Company
at  the expiration of such leave of absence.  If the Employee fails to return to
the  employ  of  the  Company  at  the  expiration                              

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of  such  leave  of absence, the Employee's employment with the Company shall be
deemed  terminated  as  of  the  date  such  leave  of  absence  commenced.  The
continuous  employment  of  an Employee with the Company shall also be deemed to
include  any period during which the Employee is a member of the Armed Forces of
the  United  States,  provided  that  the  Employee returns to the employ of the
Company  within 90 days (or such longer period as may be prescribed by law) from
the  date  the  Employee  first  becomes  entitled  to a discharge from military
service.  If  an Employee does not return to the employ of the Company within 90
days  (or  such  longer  period  as  may be prescribed by law) from the date the
Employee  first  becomes  entitled  to  a  discharge  from military service, the
Employee's  employment with the Company shall be deemed to have terminated as of
the  date  the  Employee's  military  service  ended.                           

     2.6     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

2.7     Termination  of  Employment.                                  
---------------------------                           

     2.7.1     Upon  an  Employee's  Retirement,  Disability  (both  terms being
defined  below)  or  death,  (a)  all Stock Options to the extent then presently
exercisable  shall remain in full force and effect and may be exercised pursuant
to  the  provisions thereof, and (b) unless otherwise provided by the Committee,
all  Stock  Options to the extent not then presently exercisable by the Employee
shall  terminate  as of the date of such termination of employment and shall not
be  exercisable  thereafter.  Unless  employment  is  terminated  for  cause, as
defined  by applicable law, the right to exercise in the event of termination of
employment,  to the extent that the optionee is entitled to exercise on the date
the  employment  terminates  as  follows:                                       

        (i)     At  least  six  months  from  the  date  of  termination  if
termination  was  caused  by  death  or  disability.                            

          (ii)     At  least 30 days from the date of termination if termination
was  caused  by  other  than  death  or  disability.                            

     2.7.2     Upon  the  termination  of  the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options  to  the  extent then presently exercisable by the Employee shall remain
exercisable  only  for a period of 90 days after the date of such termination of
employment  (except that the 90 day period shall be extended to 12 months if the
Employee  shall die during such 90 day period), and may be exercised pursuant to
the  provisions  thereof,  including  expiration  at  the  end of the fixed term
thereof,  and  (b) unless otherwise provided by the Committee, all Stock Options
to  the extent not then presently exercisable by the Employee shall terminate as
of  the  date  of  such  termination  of employment and shall not be exercisable
thereafter.                                                                     

2.7.3     For  purposes  of  this  Plan:                              

          (a)     "Retirement"  shall  mean  an  Employee's  retirement from the
employ of the Company on or after the date on which the Employee attains the age
of  65  years;  and                                                             

          (b)     "Disability"  shall  mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability  shall  be determined (i) on medical evidence by a licensed physician
designated  by  the  Committee, or (ii) on evidence that the Employee has become
entitled  to  receive  primary  benefits as a disabled employee under the Social
Security  Act  in  effect  on  the  date  of  such  disability.                 

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3.     Provisions  Relating  to  Awards.                              

     3.1     Grant  of  Awards.  Subject  to  the  provisions  of this Plan, the
-----------------                                     
Committee shall have full and complete authority, in its discretion, but subject
to  the  express  provisions  of this Plan, to (1) grant Awards pursuant to this
Plan,  (2)  determine  the  number of shares of the Common Stock subject to each
Award  (the  "Award Shares"), (3) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to be paid
by the Employee for such Common Stock, which may, in the Committee's discretion,
consist  of  the  delivery  of  the  Employee's  promissory  note  meeting  the 
requirements  of  Paragraph 2.4.1, (4) establish and modify performance criteria
for  Awards,  and (5) make all of the determinations necessary or advisable with
respect  to Awards under this Plan.  Each Award under this Plan shall consist of
a  grant  of  shares  of the Common Stock subject to a restriction period (after
which  the  restrictions shall lapse), which shall be a period commencing on the
date  the  Award  is  granted  and  ending  on  such date as the Committee shall
determine  (the  "Restriction Period").  The Committee may provide for the lapse
of  restrictions  in installments, for acceleration of the lapse of restrictions
upon  the  satisfaction  of  such  performance  or  other  criteria  or upon the
occurrence  of  such  events as the Committee shall determine, and for the early
expiration  of  the  Restriction  Period upon an Employee's death, Disability or
Retirement  as  defined  in  Paragraph 2.7.3, or, following a Change of Control,
upon  termination  of an Employee's employment by the Company without "Cause" or
by  the  Employee  for  "Good  Reason,"  as those terms are defined herein.  For
purposes  of  this  Plan:                                                       

     "Change  of  Control"  shall be deemed to occur (a) on the date the Company
first  has  actual  knowledge  that any person (as such term is used in Sections
13(d)  and  14(d)(2)  of  the  Exchange Act) has become the beneficial owner (as
defined  in  Rule  13(d)-3  under  the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power  of  the  Company's  then  outstanding  securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in  which the Company is not the surviving corporation or in
which  the  Company  survives  as  a  subsidiary  of another corporation, (ii) a
consolidation  of  the  Company with any other corporation, or (iii) the sale or
disposition  of  all  or  substantially all of the Company's assets or a plan of
complete  liquidation.                                                          

     "Cause,"  when  used  with reference to termination of the employment of an
Employee  by  the  Company  for  "Cause,"  shall  mean:                         

               (a)     The  Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the  Company  specifying  the  manner  in  which he has willfully and materially
breached  such  duties, other than any such failure resulting from Disability of
the  Employee  or  his  resignation  for  "Good  Reason,"  as defined herein; or

            (b)     The  conviction  of  the  Employee  of  a  felony;  or

               (c)     The  Employee's  commission of fraud in the course of his
employment  with  the  Company,  such  as  embezzlement  or  other  material and
intentional  violation  of  law  against  the  Company;  or                     

               (d)     The  Employee's gross misconduct causing material harm to
the  Company.                                                                   

     "Good  Reason"  shall  mean  any  one  or  more of the following, occurring
following  or in connection with a Change of Control and within 90 days prior to
the  Employee's resignation, unless the Employee shall have consented thereto in
writing:                                                                        

               (a)     The  assignment  to  the  Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in  the  officer  or officers to whom he reports from the officer or officers to
whom  he  reported  immediately  prior  to  the  Change  of  Control;  or       

               (b)     The  elimination  or  reassignment  of  a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to  the  Change  of  Control;  or                                               

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               (c)     A  reduction by the Company in the Employee's annual base
salary  as  in  effect  immediately  prior  to  the  Change  of  Control;  or   

               (d)     The  Company  requiring the Employee to be based anywhere
outside  a  35-mile radius from his place of employment immediately prior to the
Change  of  Control,  except for required travel on the Company's business to an
extent  substantially consistent with the Employee's business travel obligations
immediately  prior  to  the  Change  of  Control;  or                           

               (e)     The  failure  of  the  Company  to  grant  the Employee a
performance  bonus  reasonably  equivalent  to the same percentage of salary the
Employee  normally  received  prior  to  the Change of Control, given comparable
performance  by  the  Company  and  the  Employee;  or                          

               (f)     The  failure  of  the  Company  to  obtain a satisfactory
Assumption  Agreement  (as  defined  in  Paragraph  4.12  of  this  Plan) from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.                                                                      

     3.2     Incentive  Agreements.  Each Award granted under this Plan shall be
---------------------                                 
evidenced  by  a written agreement (an "Incentive Agreement") in a form approved
by  the Committee and executed by the Company and the Employee to whom the Award
is  granted.  Each  Incentive  Agreement  shall  be  subject  to  the  terms and
conditions of this Plan and other such terms and conditions as the Committee may
specify.                                                                        

     3.3     Amendment,  Modification and Waiver of Restrictions.  The Committee
---------------------------------------------------   
may  modify  or  amend  any  Award  under this Plan or waive any restrictions or
conditions  applicable  to  the Award; provided, however, that the Committee may
not  undertake  any  such  modifications,  amendments  or  waivers if the effect
thereof  materially increases the benefits to any Employee, or adversely affects
the  rights  of  any  Employee  without  his  consent.                          

     3.4     Terms and Conditions of Awards.  Upon receipt of an Award of shares
------------------------------                        
of  the  Common  Stock  under  this Plan, even during the Restriction Period, an
Employee  shall  be  the  holder  of record of the shares and shall have all the
rights  of  a  stockholder with respect to such shares, subject to the terms and
conditions  of  this  Plan  and  the  Award.                                    

     3.4.1     Except  as otherwise provided in this Paragraph 3.4, no shares of
the  Common  Stock  received  pursuant  to  this  Plan shall be sold, exchanged,
transferred,  pledged,  hypothecated  or  otherwise  disposed  of  during  the  
Restriction Period applicable to such shares.  Any purported disposition of such
Common  Stock  in  violation  of  this  Paragraph  3.4  shall  be null and void.

     3.4.2     If  an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of  the Award with respect to the Employee's death, Disability or Retirement, or
Change  of Control, all shares of the Common Stock subject to the Award shall be
immediately  forfeited  by  the  Employee and reacquired by the Company, and the
Employee  shall  have  no  further  rights  with  respect  to the Award.  In the
discretion  of  the Committee, an Incentive Agreement may provide that, upon the
forfeiture  by  an  Employee  of  Award  Shares,  the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on  the  grant  of  the Award.  In the discretion of the Committee, an Incentive
Agreement  may also provide that such repayment shall include an interest factor
on  such  consideration  from  the date of the grant of the Award to the date of
such  repayment.                                                                

     3.4.3     The  Committee  may require under such terms and conditions as it
deems  appropriate  or  desirable that (a) the certificates for the Common Stock
delivered  under  this Plan are to be held in custody by the Company or a person
or  institution  designated by the Company until the Restriction Period expires,
(b)  such  certificates shall bear a legend referring to the restrictions on the
Common Stock pursuant to this Plan, and (c) the Employee shall have delivered to
the  Company  a  stock  power  endorsed  in  blank relating to the Common Stock.

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4.     Miscellaneous Provisions.                                      

4.1     Adjustments  Upon  Change  in  Capitalization.                
---------------------------------------------         

     4.1.1     The  number and class of shares subject to each outstanding Stock
Option,  the Exercise Price thereof (and the total price), the maximum number of
Stock  Options that may be granted under this Plan, the minimum number of shares
as  to which a Stock Option may be exercised at any one time, and the number and
class  of shares subject to each outstanding Award, shall not be proportionately
adjusted  in  the  event of any increase or decrease in the number of the issued
shares  of  the  Common  Stock which results from a split-up or consolidation of
shares,  payment  of  a  stock  dividend  or dividends exceeding a total of five
percent  for  which  the  record  dates  occur  in  any  one  fiscal  year,  a  
recapitalization  (other than the conversion of convertible securities according
to  their  terms),  a combination of shares or other like capital adjustment, so
that  (a)  upon  exercise  of  the  Stock Option, the Employee shall receive the
number  and  class  of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the  Award Shares, the Employee shall receive the number and class of shares the
Employee  would  have  received  prior  to  any such capital adjustment becoming
effective.                                                                      

     4.1.2     Upon  a  reorganization,  merger  or consolidation of the Company
with  one  or  more  corporations  as  a  result of which the Company is not the
surviving  corporation  or  in  which  the  Company  survives  as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the  property  of  the  Company  to  another  corporation,  or  any  dividend or
distribution  to  stockholders  of more than 10 percent of the Company's assets,
adequate  adjustment  or  other provisions shall be made by the Company or other
party  to  such transaction so that there shall remain and/or be substituted for
the  Option  Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for  such  Option Shares and Award Shares then remaining, as if the Employee had
been  the  owner  of  such  shares as of the applicable date.  Any securities so
substituted  shall  be  subject  to  similar  successive  adjustments.          

     4.2     Withholding Taxes.  The Company shall have the right at the time of
-----------------                                     
exercise  of  any  Stock  Option,  the  grant  of  an  Award,  or  the  lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local  or  foreign  taxes  which it believes are or may be required by law to be
withheld  with  respect  to  such  exercise (the "Tax Liability"), to ensure the
payment  of  any such Tax Liability.  The Company may provide for the payment of
any  Tax Liability by any of the following means or a combination of such means,
as  determined  by  the  Committee  in  its  sole and absolute discretion in the
particular  case  (1)  by requiring the Employee to tender a cash payment to the
Company,  (2) by withholding from the Employee's salary, (3) by withholding from
the  Option  Shares which would otherwise be issuable upon exercise of the Stock
Option,  or  from  the  Award  Shares  on  their  grant  or  date  of  lapse  of
restrictions,  that  number of Option Shares or Award Shares having an aggregate
Fair  Market  Value (determined in the manner prescribed by Paragraph 2.2) as of
the  date  the  withholding tax obligation arises in an amount which is equal to
the  Employee's  Tax  Liability or (4) by any other method deemed appropriate by
the  Committee.  Satisfaction  of  the  Tax  Liability of a Section 16 Reporting
Person  may  be made by the method of payment specified in clause (3) above only
if  the  following  two  conditions  are  satisfied:                            

               (a)     The  withholding of Option Shares or Award Shares and the
exercise  of  the  related  Stock  Option  occur at least six months and one day
following  the  date  of  grant  of  such  Stock  Option  or  Award;  and       

               (b)     The  withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by  the  Employee  at  least six months in advance of the withholding of Options
Shares  or  Award  Shares,  or  (ii)  on  a  day within a 10-day "window period"
beginning  on  the  third  business  day  following  the  date of release of the
Company's  quarterly  or  annual  summary  statement  of  sales  and  earnings. 

     Anything herein to the contrary notwithstanding, a Withholding Election may
be  disapproved  by  the  Committee  at  any  time.                             

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     4.3     Relationship  to  Other  Employee Benefit Plans.  Stock Options and
-----------------------------------------------       
Awards  granted hereunder shall not be deemed to be salary or other compensation
to  any  Employee  for  purposes  of  any pension, thrift, profit-sharing, stock
purchase  or any other employee benefit plan now maintained or hereafter adopted
by  the  Company.                                                               

     4.4     Amendments and Termination.  The Board of Directors may at any time
--------------------------                            
suspend,  amend  or  terminate  this  Plan.  No amendment, except as provided in
Paragraph  3.3,  or  modification of this Plan may be adopted, except subject to
stockholder  approval, which would (1) materially increase the benefits accruing
to  the  Employees  under  this  Plan,  (2)  materially  increase  the number of
securities  which  may  be  issued  under  this  Plan  (subject to Paragraph 4.1
hereof),  or  (3)  materially  modify  the  requirements  as  to eligibility for
participation  in  this  Plan.                                                  

     4.5     Successors  in  Interest.  The  provisions  of  this  Plan  and the
------------------------                              
actions of the Committee shall be binding upon all heirs, successors and assigns
of  the  Company  and  of  the  Employees.                                      

     4.6     Other  Documents.  All documents prepared, executed or delivered in
----------------                                      
connection  with this Plan (including, without limitation, Option Agreements and
Incentive  Agreements)  shall  be,  in  substance  and  form, as established and
modified  by  the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event of any
conflict between the terms of any such document and this Plan, the provisions of
this  Plan  shall  prevail.                                                     

     4.7     Fairness  of  the  Repurchase Price.  In the event that the Company
-----------------------------------                   
repurchases  securities  upon  termination  of employment pursuant to this Plan,
either:  (a)  the  price  will  not  be  less  than the fair market value of the
securities  to  be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness  for the securities within 90 days of termination of the employment
(or  in the case of securities issued upon exercise of options after the date of
termination,  within  90  days  after  the  date of the exercise), and the right
terminates  when the Company's securities become publicly traded, or (b) Company
will  repurchase  securities  at  the original purchase price, provided that the
right  to  repurchase  at  the  original purchase price lapses at the rate of at
least  20  percent  of the securities per year over five years from the date the
option  is  granted  (without  respect  to  the date the option was exercised or
became  exercisable)  and  the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination  of  employment  (or  in  case of securities issued upon exercise of
options  after  the  date  of  termination, within 90 days after the date of the
exercise).                                                                      

     4.8     No  Obligation  to  Continue  Employment.  This Plan and the grants
----------------------------------------              
which  might be made hereunder shall not impose any obligation on the Company to
continue  to  employ  any  Employee.  Moreover, no provision of this Plan or any
document executed or delivered pursuant to this Plan shall be deemed modified in
any  way  by any employment contract between an Employee (or other employee) and
the  Company.                                                                   

     4.9     Misconduct  of an Employee.  Notwithstanding any other provision of
--------------------------                            
this  Plan,  if  an  Employee  commits fraud or dishonesty toward the Company or
wrongfully  uses  or  discloses  any  trade  secret,  confidential data or other
information  proprietary to the Company, or intentionally takes any other action
which  results  in material harm to the Company, as determined by the Committee,
in  its  sole and absolute discretion, the Employee shall forfeit all rights and
benefits  under  this  Plan.                                                    

     4.10     Term  of  Plan.  No  Stock  Option  shall be exercisable, or Award
--------------                                      
granted,  unless  and until the Directors of the Company have approved this Plan
and  all  other  legal requirements have been met.  This Plan was adopted by the
Board  effective  January  28,  2005.  No Stock Options or Awards may be granted
under  this  Plan  after  January  28,  2015.                                   

     4.11     Governing  Law.  This  Plan and all actions taken thereunder shall
--------------                                      
be  governed  by,  and  construed  in  accordance with, the laws of the State of
Nevada.                                                                         

     4.12     Assumption  Agreements.  The  Company will require each successor,
----------------------                              
(direct  or  indirect, whether by purchase, merger, consolidation or otherwise),
to  all  or substantially all of the business or assets of the Company, prior to
the  consummation  of  each such transaction, to assume and agree to perform the
terms  and  provisions                                                          

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remaining  to  be  performed  by  the Company under each Incentive Agreement and
Stock  Option  and  to  preserve the benefits to the Employees thereunder.  Such
assumption  and  agreement shall be set forth in a written agreement in form and
substance  satisfactory  to the Committee (an "Assumption Agreement"), and shall
include  such  adjustments,  if any, in the application of the provisions of the
Incentive  Agreements  and Stock Options and such additional provisions, if any,
as  the  Committee shall require and approve, in order to preserve such benefits
to  the  Employees.  Without  limiting  the  generality  of  the  foregoing, the
Committee  may  require  an  Assumption  Agreement  to  include  satisfactory   
undertakings  by  a  successor:                                                 

               (a)     To  provide  liquidity to the Employees at the end of the
Restriction  Period  applicable  to  the Common Stock awarded to them under this
Plan,  or  on  the  exercise  of  Stock  Options;                               

               (b)     If  the  succession  occurs  before the expiration of any
period  specified  in  the  Incentive Agreements for satisfaction of performance
criteria  applicable  to  the  Common  Stock awarded thereunder, to refrain from
interfering  with  the Company's ability to satisfy such performance criteria or
to  agree  to  modify  such  performance criteria and/or waive any criteria that
cannot  be  satisfied  as  a  result  of  the  succession;                      

              (c)     To  require  any  future  successor  to  enter  into  an
Assumption  Agreement;  and                                                     

               (d)     To  take or refrain from taking such other actions as the
Committee  may  require  and  approve,  in  its  discretion.                    

     4.13     Compliance  with  Rule  16b-3.  Transactions  under  this Plan are
-----------------------------                       
intended  to  comply  with  all  applicable conditions of Rule 16b-3 promulgated
under the Exchange Act.  To the extent that any provision of this Plan or action
by  the  Committee  fails to so comply, it shall be deemed null and void, to the
extent  permitted  by  law  and  deemed  advisable  by  the  Committee.         

     4.14     Information to Shareholders.  The Company shall furnish to each of
---------------------------                         
its  stockholders  financial  statements  of  the  Company  at  least  annually.

     IN WITNESS WHEREOF, this Plan has been executed effective as of January 28,
2005.                                                                           

                        MARMION INDUSTRIES CORP.

                        By /s/Wilbert H. Marmion
                                           -------------------------------------
                                   Wilbert H. Marmion, President

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MARMION INDUSTRIES CORP.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN FOR THE
 YEAR 2005 NO. 2

     1.     Introduction.  This  Plan  shall be known as the "Marmion Industries
------------                                            
Corp.  Non-Employee  Directors  and Consultants Retainer Stock Plan for the Year
2005 No. 2," and is hereinafter referred to as the "Plan."  The purposes of this
Plan  are  to  enable  Marmion  Industries  Corp.,  a  Nevada  corporation  (the
"Company"),  to  promote  the  interests  of the Company and its stockholders by
attracting  and  retaining  non-employee  Directors  and  Consultants capable of
furthering  the  future  success  of  the Company and by aligning their economic
interests more closely with those of the Company's stockholders, by paying their
retainer  or fees in the form of shares of the Company's common stock, par value
$0.001  per  share  (the  "Common  Stock").                                     

     2.     Definitions.  The  following terms shall have the meanings set forth
-----------                                             
below:                                                                          

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

     "Change  of  Control"  has the meaning set forth in Paragraph 12(d) hereof.

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

     "Committee"  means  the committee that administers this Plan, as more fully
defined  in  Paragraph  13  hereof.                                             

   "Common  Stock"  has  the  meaning  set  forth  in  Paragraph  1  hereof.

"Company"  has  the  meaning  set  forth  in  Paragraph  1  hereof.   

     "Consultants"  means  Company's  consultants and advisors only if: (i) they
are  natural  persons;  (ii) they provide bona fide services to the Company; and
(iii) the services are not in connection with the offer or sale of securities in
a  capital-raising  transaction,  and  do  not directly or indirectly promote or
maintain  a  market  for  the  Company's  securities.                           

     "Deferral  Election"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     "Deferred  Stock  Account"  means  a  bookkeeping account maintained by the
Company  for a Participant representing the Participant's interest in the shares
credited  to  such  Deferred  Stock  Account  pursuant  to  Paragraph  7 hereof.

    "Delivery  Date"  has  the  meaning  set  forth  in  Paragraph  6  hereof.

     "Director" means an individual who is a member of the Board of Directors of
the  Company.                                                                   

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

     "Effective  Date"  has  the  meaning  set  forth  in  Paragraph  3  hereof.

     "Exchange  Act"  has  the  meaning  set  forth  in  Paragraph 12(d) hereof.

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     "Fair  Market Value" means the mean between the highest and lowest reported
sales  prices  of the Common Stock on the New York Stock Exchange Composite Tape
or, if not listed on such exchange, on any other national securities exchange on
which  the  Common  Stock is listed or on The Nasdaq Stock Market, or, if not so
listed  on  any  other  national securities exchange or The Nasdaq Stock Market,
then  the  average  of  the  bid  price of the Common Stock during the last five
trading  days  on  the OTC Bulletin Board immediately preceding the last trading
day  prior  to  the  date  with  respect to which the Fair Market Value is to be
determined.  If  the  Common  Stock  is  not then publicly traded, then the Fair
Market  Value  of  the  Common  Stock shall be the book value of the Company per
share  as  determined  on the last day of March, June, September, or December in
any  year  closest  to  the  date when the determination is to be made.  For the
purpose  of  determining book value hereunder, book value shall be determined by
adding  as  of  the  applicable date called for herein the capital, surplus, and
undivided  profits  of  the  Company,  and  after  having  deducted any reserves
theretofore  established;  the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common Stock of the
Company.                                                                        

 "Participant"  has  the  meaning  set  forth  in  Paragraph  4  hereof.

     "Payment  Time"  means  the  time  when  a  Stock  Retainer is payable to a
Participant  pursuant to Paragraph 5 hereof (without regard to the effect of any
Deferral  Election).                                                            

     "Stock  Retainer"  has  the  meaning  set  forth  in  Paragraph  5  hereof.

     "Third  Anniversary"  has  the  meaning  set  forth  in Paragraph 6 hereof.

     3.     Effective  Date  of  the  Plan.  This  Plan was adopted by the Board
------------------------------                          
effective  January  28,  2005  (the  "Effective  Date").                        

     4.     Eligibility.  Each individual who is a Director or Consultant on the
-----------                                             
Effective  Date  and  each  individual  who  becomes  a  Director  or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the 
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the  Company  to  assure  compliance  with  all applicable laws and regulations.

     5.     Grants  of  Shares.  Commencing on the Effective Date, the amount of
------------------                                      
compensation  for service to directors or consultants shall be payable in shares
of  the  Common  Stock (the "Stock Retainer") pursuant to this Plan.  The deemed
issuance  price  of  shares  of  the Common Stock subject to each Stock Retainer
shall  not  be less than 85 percent of the Fair Market Value of the Common Stock
on  the  date  of  the  grant.  In  the  case  of any person who owns securities
possessing  more than ten percent of the combined voting power of all classes of
securities  of the issuer or its parent or subsidiaries possessing voting power,
the  deemed  issuance  price of shares of the Common Stock subject to each Stock
Retainer  shall  be  at least 100 percent of the Fair Market Value of the Common
Stock  on  the  date  of  the  grant.                                           

     6.     Deferral  Option.  From  and after the Effective Date, a Participant
----------------                                        
may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any  Deferral Election with respect to a particular Year may not be changed less
than six months prior to the beginning of such Year, and provided, further, that
no  more  than  one Deferral Election or change thereof may be made in any Year.

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     Any Deferral Election and any change or revocation thereof shall be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.                                    

     7.     Deferred  Stock  Accounts.  The  Company  shall  maintain a Deferred
-------------------------                               
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to the Participant under Paragraph 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.                                                                   

8.     Delivery  of  Shares.                                          
--------------------                                    

     (a)     The  shares  of  the Common Stock in a Participant's Deferred Stock
Account  with  respect  to  any Stock Retainer for which a Deferral Election has
been  made (together with dividends attributable to such shares credited to such
Deferred  Stock  Account) shall be delivered in accordance with this Paragraph 8
as  soon as practicable after the applicable Delivery Date.  Except with respect
to  a  Deferral  Election  pursuant  to  Paragraph  6 hereof, or other agreement
between  the parties, such shares shall be delivered at one time; provided that,
if  the  number  of shares so delivered includes a fractional share, such number
shall  be rounded to the nearest whole number of shares.  If the Participant has
in  effect  a Deferral Election pursuant to Paragraph 6 hereof, then such shares
shall  be  delivered  in five equal annual installments (together with dividends
attributable  to  such shares credited to such Deferred Stock Account), with the
first  such installment being delivered on the first anniversary of the Delivery
Date;  provided  that,  if  in  order  to equalize such installments, fractional
shares  would  have  to  be  delivered,  such  installments shall be adjusted by
rounding  to  the  nearest  whole share.  If any such shares are to be delivered
after  the  Participant  has  died  or become legally incompetent, they shall be
delivered  to the Participant's estate or legal guardian, as the case may be, in
accordance  with  the  foregoing;  provided that, if the Participant dies with a
Deferral  Election pursuant to Paragraph 6 hereof in effect, the Committee shall
deliver  all  remaining  undelivered  shares  to  the  Participant's  estate    
immediately.  References  to a Participant in this Plan shall be deemed to refer
to  the  Participant's  estate  or  legal  guardian,  where  appropriate.       

     (b)     The  Company  may,  but  shall not be required to, create a grantor
trust  or  utilize an existing grantor trust (in either case, "Trust") to assist
it  in  accumulating  the  shares  of  the  Common  Stock  needed to fulfill its
obligations  under  this  Paragraph  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated  as  satisfying  the  Company's  obligations  under  this  Paragraph  8.

     9.     Share  Certificates;  Voting and Other Rights.  The certificates for
---------------------------------------------           
shares  delivered to a Participant pursuant to Paragraph 8 above shall be issued
in the name of the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other 
distributions  paid  or  made  with  respect  thereto.                          

10.     General  Restrictions.                                        
---------------------                                 

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

               (i)     Listing  or  approval for listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities  exchange  as  may  at  the  time  be  a market for the Common Stock;

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

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

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

     11.     Shares Available.  The maximum number of shares of the Common Stock
----------------                                      
which  may  in the aggregate be paid as Stock Retainers pursuant to this Plan is
500,000,000.  Shares  of  the Common Stock issuable under this Plan may be taken
from  treasury  shares  of  the Company or purchased on the open market.  In the
event that any outstanding Stock Retainer under this Plan for any reason expires
or  is  terminated,  the  shares  of  Common  Stock allocable to the unexercised
portion  of the Stock Retainer shall be available for issuance under the Marmion
Industries  Corp.  Employee  Stock  Incentive Plan for the Year 2005 No. 2.  The
Compensation  Committee  may,  in  its discretion, increase the number of shares
available  for  issuance  under  this Plan, while correspondingly decreasing the
number  of shares available for issuance under Marmion Industries Corp. Employee
Stock  Incentive  Plan  for  the  Year  2005  No.  2.                           

12.     Adjustments;  Change  of  Control.                            
---------------------------------                     

          (a)     In the event that there is, at any time after the Board adopts
this  Plan,  any  change  in  corporate  capitalization,  such as a stock split,
combination  of  shares,  exchange  of  shares,  warrants  or rights offering to
purchase  the  Common  Stock  at  a  price  below  its  Fair  Market  Value,    
reclassification,  or  recapitalization, or a corporate transaction, such as any
merger,  consolidation,  separation,  including  a  spin-off, stock dividend, or
other  extraordinary  distribution  of  stock  or  property  of the Company, any
reorganization  (whether  or not such reorganization comes within the definition
of  such term in Section 368 of the Code) or any partial or complete liquidation
of  the Company (each of the foregoing a "Transaction"), in each case other than
any  such  Transaction which constitutes a Change of Control (as defined below),
(i)  the  Deferred Stock Accounts shall not be credited with the amount and kind
of  shares  or  other property which would have been received by a holder of the
number  of  shares  of  the Common Stock held in such Deferred Stock Account had
such  shares of the Common Stock been outstanding as of the effectiveness of any
such  Transaction,  (ii) the number and kind of shares or other property subject
to  this  Plan  shall  also  not  be  appropriately  adjusted  to  reflect  the 
effectiveness  of  any such Transaction, and (iii) the Committee will not adjust
any  other  relevant  provisions  of  this Plan to reflect any such transaction.

          (b)     If  the  shares  of  the Common Stock credited to the Deferred
Stock  Accounts  are  converted pursuant to Paragraph 12(a) into another form of
property,  references  in  this  Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing, references to
delivery of certificates for shares of the Common Stock shall be deemed to refer
to delivery of cash and the incidents of ownership of any other property held in
the  Deferred  Stock  Accounts.                                                 

          (c)     In the event of a Change of Control, the following shall occur
on  the date of the Change of Control (i) the shares of the Common Stock held in
each  Participant's  Deferred  Stock  Account  shall  be deemed to be issued and
outstanding  as  of  the  Change  of  Control;  (ii) the Company shall forthwith
deliver  to  each Participant who has a Deferred Stock Account all of the shares
of  the  Common  Stock or any other property held in such Participant's Deferred
Stock  Account;  and  (iii)  this  Plan  shall  be  terminated.                 

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

               (i)     The  acquisition  by  any  individual,  entity  or  group
(within  the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a "Person") of beneficial
ownership  (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of  40                                                                          

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percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A),  (B)  and  (C)  of  paragraph  (iii)  of  this Paragraph 12(d) are
satisfied;  or                                                                  

               (ii)     Individuals  who,  as of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of  proxies  or  consents  by  or on behalf of a Person other than the Board; or

               (iii)     Approval  by  the  stockholders  of  the  Company  of a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless, 
following  such  reorganization, merger, binding share exchange or consolidation
(A)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then 
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and 
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (C) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger, binding share exchange or consolidation were members of
the  Incumbent  Board  at  the  time  of  the execution of the initial agreement
providing  for  such  reorganization,  merger,  binding  share  exchange  or    
consolidation;  or                                                              

               (iv)     Approval  by  the  stockholders  of the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other 
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent                                                                         

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or  more  of,  respectively,  then  outstanding  shares  of common stock of such
corporation  and the combined voting power of then outstanding voting securities
of such corporation entitled to vote generally in the election of directors, and
(C)  at  least  a  majority  of  the  members  of the board of directors of such
corporation  were members of the Incumbent Board at the time of the execution of
the  initial  agreement  or action of the Board providing for such sale or other
disposition  of  assets  of  the  Company.                                      

13.     Administration;  Amendment  and  Termination.                 
--------------------------------------------          

          (a)     This  Plan  shall be administered by a committee consisting of
two  members  who  shall  be  the  current  directors  of  the Company or senior
executive  officers  or  other  directors  who  are  not  Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.                                                 

          (b)     The  Board  may from time to time make such amendments to this
Plan,  including  to  preserve or come within any exemption from liability under
Section  16(b)  of  the  Exchange  Act,  as  it  may deem proper and in the best
interest  of the Company without further approval of the Company's stockholders,
provided  that,  to  the  extent  required  under  Nevada  law  or  to  qualify 
transactions  under  this  Plan for exemption under Rule 16b-3 promulgated under
the  Exchange  Act,  no  amendment to this Plan shall be adopted without further
approval  of  the  Company's stockholders and, provided, further, that if and to
the  extent  required  for this Plan to comply with Rule 16b-3 promulgated under
the  Exchange Act, no amendment to this Plan shall be made more than once in any
six  month period that would change the amount, price or timing of the grants of
the  Common  Stock hereunder other than to comport with changes in the Code, the
Employee  Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  The  Board  may  terminate  this  Plan  at  any time by a vote of a
majority  of  the  members  thereof.                                            

     14.     Restrictions  on  Transfer.  Each  Stock  Option granted under this
--------------------------                            
Plan shall be transferable only by will or the laws of descent and distribution.
No  interest  of  any  Employee  under this Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any other legal
or  equitable  process.  Each  Stock  Option  granted  under  this Plan shall be
exercisable  during  an  Employee's  lifetime  only  by  the  Employee or by the
Employee's  legal  representative.                                              

     15.     Term  of  Plan.  No  shares  of  the  Common Stock shall be issued,
--------------                                        
unless  and  until  the Directors of the Company have approved this Plan and all
other  legal  requirements  have  been  met.  This Plan was adopted by the Board
effective  January  28,  2005,  and  shall  expire  on  January  28,  2015.     

     16.     Governing Law.  This Plan and all actions taken thereunder shall be
-------------                                         
governed  by, and construed in accordance with, the laws of the State of Nevada.

     17.     Information  to Shareholders.  The Company shall furnish to each of
----------------------------                          
its  stockholders  financial  statements  of  the  Company  at  least  annually.

18.     Miscellaneous.                                                
-------------                                         

          (a)     Nothing  in this Plan shall be deemed to create any obligation
on  the  part  of  the  Board  to  nominate  any  Director for reelection by the
Company's  stockholders or to limit the rights of the stockholders to remove any
Director.                                                                       

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

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     IN WITNESS WHEREOF, this Plan has been executed effective as of January 28,
2005.                                                                           

                        MARMION INDUSTRIES CORP.

                        By /s/Wilbert H. Marmion
                                           -------------------------------------
                                   Wilbert H. Marmion, President

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14C’ Filing	Date	First	Last	Other Filings

	1/28/15	138	145
	1/6/15	122	129
	11/22/14	58	65
	11/12/14	106	113
	9/30/14	90	97
	7/15/14	74	81
	6/2/14	42	49
	3/5/14	26	33
Filed on / Effective on:	6/14/05
	3/14/05	2	4
	2/21/05	2	4
	2/1/05	2	4
	1/28/05	2	146
	1/6/05	2	130
	11/22/04	2	66	10QSB
	11/12/04	2	114	NT 10-Q
	9/30/04	2	98	10QSB, 10QSB/A, NT 10-Q, NT 10-Q/A
	7/15/04	2	82	S-8
	6/30/04	17		10QSB, 10QSB/A, NT 10-Q
	6/2/04	2	50
	3/31/04	17		10QSB, NT 10-Q
	3/5/04	2	34
	12/31/03	10	17	10KSB, NT 10-K
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Marmion Industries Corp – ‘DEFR14C’ on 6/14/05

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Revised Definitive Proxy Information Statement — Schedule 14CFiling Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Revised Definitive Proxy Information Statement — Schedule 14C
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