Registration  No.  333-
                       --------
As  filed  with  the  Securities  and  Exchange  Commission on February 14, 2005

                                UNITED  STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             WORLD GOLF LEAGUE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                              59-3617006
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION)

                       2139 WEST STATE ROAD 434, SUITE 101
                             LONGWOOD, FLORIDA 32779
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            2004 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                               MICHAEL S. PAGNANO
                                    PRESIDENT
                       2139 WEST STATE ROAD 434, SUITE 101
                            LONGWOOD, FLORIDA  32779
               (NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)
                                 (407) 331-6272
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

<PAGE>

                                         CALCULATION OF REGISTRATION FEE
                                         -------------------------------

<TABLE>
<CAPTION>

TITLE  OF  SECURITIES     AMOUNT  TO  BE        PROPOSED  MAXIMUM       PROPOSED MAXIMUM         AMOUNT  OF
TO  BE  REGISTERED        REGISTERED            OFFERING PRICE          OFFERING                 REGISTRATION
                                                PER  SHARE              PRICE  (1)               FEE
<S>                         <C>                    <C>                     <C>                       <C>

Common  Stock,
$.001  par  value        150,000,000  (2)       $.0091                  $1,365,000               $172.94

</TABLE>

1.     This  calculation  is  made  solely  for  the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act  of  1933,  as amended, and is calculated on the basis of the average of the
high  and  low prices per share of the common stock reported on the OTC Bulletin
Board  as  of  February  9,  2005, a date within five business days prior to the
filing  of  this  registration  statement.

2.     These 150,000,000 shares have been duly authorized for issuance under the
Registrant's  2004  Stock  Incentive  Plan.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  filed  with  the  United  States  Securities and
Exchange  Commission  (the  "Commission")  by  us  are  incorporated  herein  by
reference  as  of  their  respective  dates:

     REPORT  ON  FORM          DATE  FILED          FOR  THE  PERIOD  ENDED

     10-KSB               April  14,  2004          December  31,  2003
     12b-25               May,  14,  2004           March  31,  2004
     10-QSB               May  24,  2004            March  31,  2004
     12b-25               August  16,  2004         June  30,  2004
     10-QSB               August  24,  2004         June  30,  2004
     10-KSB/A             September  30,  2004      December  31,  2003
     12b-25               November  15,  2004       September  30,  2004
     10-QSB               November  22,  2004       September  30,  2004
     8-K                  November  30,  2004       NA
     8-K/A                December  6,  2004        NA
     8-K/A                December  8,  2004        NA
     8-K                  February  2,  2005        NA

     Our  Registration  Statement  on  Form  SB-2,  filed with the Commission on
February 3,  2005, is also incorporated herein by reference as of the date of
         ----
its  filing.

     All  documents  subsequently  filed  by  us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the  date  hereof  and  prior  to the filing of a post-effective amendment which
indicates  that  all  securities  offered  have  been  sold  or  deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  and  to  be  part  hereof  from  the  date  of filing such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

<PAGE>

ITEM  6.  INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

     We  are  a Delaware corporation. Section 145 of the General Corporation Law
of  the  State  of Delaware (the "GCL") provides that a Delaware corporation has
the  power to indemnify its officers and directors in certain circumstances. Our
Certificate  of  Incorporation,  as amended, and Bylaws, as amended, provide for
such indemnification to the fullest extent permitted by the GCL. In addition, we
have  agreed  to  indemnify  our directors and executive officers to the fullest
extent  permitted  by the GCL. We also have agreed that, in the event we are not
able  to  indemnify  our  directors  and  executive  officers  (other  than  for
circumstances  under which such persons are not entitled to indemnification), we
shall  contribute  to  the  amount  of  expenses  (including  attorneys'  fees),
judgments,  fines  and  settlement  amounts  paid  or  to  be paid by any of our
directors  or  executive  officers  we  and  such  person  are  jointly  liable.

     Subsection  (a)  of  Section  145  of  the  GCL  empowers  a corporation to
indemnify  any director or officer, or former director or officer, who was or is
a  party  or  is  threatened  to  be  made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  an  action  by or in the right of the corporation),
against  expenses (including attorneys' fees), judgments, fines and amounts paid
in  settlement  actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a  manner  reasonably  believed to be in or not opposed to the best interests of
the  corporation,  and,  with  respect  to  any  criminal  action or proceeding,
provided  that  such director or officer had not reasonable cause to believe his
or  her  conduct  was  unlawful.

     Subsection  (b)  of  Section  145  empowers  a corporation to indemnify any
director  or officer, or former director or officer, who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that such person acted in any of the capacities set forth
above,  against  expenses  (including  attorneys'  fees) actually and reasonably
incurred  in  connection  with  the defense or settlement of such action or suit
provided  that  such  director  or  officer  acted in good faith and in a manner
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such director or officer shall have been adjudged to
be  liable  to  the  corporation unless and only to the extent that the Court of
Chancery  or  the  court  in  which such action was brought shall determine that
despite  the  adjudication  of  liability such director or officer is fairly and
reasonably  entitled  to  indemnity for such expenses which the court shall deem
proper.

     Section  145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred  to in subsections (a) and (b) or in the defense of any claim, issue or
matter  therein,  he  or  she  shall  be indemnified against expenses (including
attorneys'  fees)  actually  and reasonably incurred by him or her in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of  any  other rights to which the indemnified party may be entitled;
and  empowers  the corporation to purchase and maintain insurance on behalf of a
director  or  officer  of the corporation against any liability asserted against
him  or her or incurred by him or her in any such capacity or arising out of his
or  her  status  as  such whether or not the corporation would have the power to
indemnify  him  or  her  against  such  liabilities  under  Section  145.

<PAGE>

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by  reference.

     The  undersigned  registrant  hereby  undertakes to submit the Plan and any
amendments  thereto  to  the  Internal  Revenue Services (the "IRS") in a timely
manner  and  will  make  all changes required by the IRS in order to qualify the
Plan.

ITEM  9.  UNDERTAKINGS.

     (a)  The  undersigned  registrant  hereby  undertakes:

          (1)     To  file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933,  as  amended  (the  "Securities Act");

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement.
               Notwithstanding the foregoing, any increase of decrease in volume
               of  securities  offered  (if the total dollar value of securities
               offered  would  not  exceed  that  which  was registered) and any
               deviation  from  the  low  or  high  end of the estimated maximum
               offering  range  may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change  in  the maximum aggregate offering price set forth in the
               "Calculation  of  Registration  Fee"  table  in  the  effective
               registration  statement;

<PAGE>

          (iii)  To  include  any  material  information  with  respect  to  the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material  change  to  such information in the
               registration  statement;  provided,  however,  that subparagraphs
               (a)(1)(i)  and  (a)(1(ii)  do  not  apply  if  the  registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3,  and the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or 15(d) of the Securities Exchange Act of 1934 that
               are  incorporated  by  reference  in  the registration statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities  Act of 1933 each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3)      To  remove  from  registration,  by means of a post-effective
amendment,  any  of  the  securities being registered which remain unsold at the
termination  of  the  offering.

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

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

<PAGE>

                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Exchange Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration  Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Longwood, and State of Florida, on this 14th day
of  February  2005.

                                        WORLD  GOLF  LEAGUE,  INC.

                                        BY: /s/ MICHAEL  S.  PAGNANO
                                             PRESIDENT

<PAGE>

                                POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Michael  S.  Pagnano  as  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and revocation, for
him  and in his, place and stead, in any and all capacities, to sign any and all
amendments  (including post-effective amendments) to this Registration Statement
and  to  file  the  same,  with  all  exhibits  thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and  every  act  and  thing  requisite  and  necessary  to be done in connection
therewith,  as  fully  to  all  intents  and purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agents  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.

<TABLE>
<CAPTION>

SIGNATURE                           TITLE                                               DATE
<S>                                 <C>                                                 <C>
/s/  Michael  S.  Pagnano           President  (Principal  Executive  Officer)          February  11,  2005
--------------------------          and  Director
Michael  S.  Pagnano


/s/Michael S. Pagnano                Principal  Accounting  Officer,                    February  11,  2005
-------------------------            Principal  Financial  Officer
Michael  S.  Pagnano


/s/  King  Simmons                   Director                                           February  11,  2005
------------------------
King  Simmons

</TABLE>

<PAGE>

                                  EXHIBIT INDEX

                             WORLD GOLF LEAGUE, INC.

                            2004 STOCK INCENTIVE PLAN

EXHIBIT  NO.              EXHIBIT

4                         2004  Stock  Incentive  Plan

5                         Opinion  of  Rocke,  McLean  &  Sbar,  P.A.

23.1                      Consent of Ham Langston & Brezina, LLC., Certified
                          Public Accountants

23.2                      Consent  of Rocke, McLean & Sbar, P.A.(contained in
                          Exhibit  5  hereto)

24                        Power  of  Attorney relating to subsequent amendments
                          (included  on  the  signature  page  to  this
                          Registration  Statement)

<PAGE>

                                    EXHIBIT 4

                             WORLD GOLF LEAGUE, INC.
                            2004 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS
                                -----------------

                                                                 Page

Section  1.     Purpose  1                                    .     2

Section  2.     Definition                                          2

Section  3.     Administration                                      5

Section  4.     Shares  Subject  to  the  Plan                      6

Section  5.     Eligibility                                         7

Section  6.     Stock  Options                                      7

Section  7.     Stock  Appreciation  Right                         10

Section  8.     Restricted  Stock                                  12

Section  9.     Performance  Awards                                13

Section  10.    Other  Stock  Unit  Awards                         14

Section  11.    Termination  of  Awards                            14

Section  12.    Transferability  of  Awards                        15

Section  13.    Change  in  Control                                16

Section  14.    Amendments  and  Termination                       18

Section  15.    General  Provisions                                18

Section  16.    Term  of  Plan                                     20

<PAGE>

                             WORLD GOLF LEAGUE, INC.
                            2004 STOCK INCENTIVE PLAN

     World  Golf  League,  Inc.,  a Delaware corporation (the "Company"), hereby
establishes  World  Golf  League,  Inc.  2004 Stock Incentive Plan (the "Plan"),
effective  as  of  the  Effective  Date.

     SECTION  1.  PURPOSE.  The purposes of the Plan are to encourage directors,
officers,  employees, consultants and advisors of the Company and its Affiliates
to  acquire  an  ownership interest in the growth and performance of the Company
and  to  increase their incentive to contribute to the Company's future success,
thus  enhancing  the  value  of the Company for the benefit of stockholders, and
enhancing  the  ability  of the Company and its Affiliates to attract and retain
individuals  upon whom, in large measure, the progress, growth and profitability
of  the  Company  depends.

     SECTION  2.  DEFINITIONS.  The  following terms have the meanings set forth
below:

     "AFFILIATE"  means  any  Person  that  directly,  or  through  one  or more
intermediaries,  controls, or is controlled by, or is under common control with,
the  Company.

     "AWARD"  means  any Option, SAR, Restricted Stock Award, Performance Share,
Performance  Unit  or  Other  Stock  Unit  Award.

     "AWARD  AGREEMENT" means the written agreement or instrument by which every
Award  is  evidenced.

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

     "CODE"  means  the  Internal  Revenue Code of 1986, as amended from time to
time.  References  to  a  specific  section  of the Code shall also refer to any
successor  provision,  and  any  regulations  promulgated  under such section or
successor  provision.

     "COMMITTEE"  means  the  Stock  Option  Committee  of  the  Board.

     "COMPANY"  means  The  World  Golf  League,  Inc.,  a Delaware corporation.

     "EFFECTIVE  DATE" means January 19, 2005, the date this Plan was adopted by
the  Board; provided, however, that if the Plan is not approved by a majority of
the  stockholders present and voting at an annual meeting of the stockholders of
the  Company on or before January 19, 2006, this Plan shall not be effective and
this  Plan  and  any  Award  theretofore  made  under  this  Plan shall be void.

     "EMPLOYEE"  means any officer, director, employee, consultant or advisor of
the  Company  or  of  any  Affiliate,  provided,  however  that in order for any
consultant  or  advisor  to  receive any Award hereunder, (a) such consultant or
advisor  must (i) be a natural person and (ii) provide bona-fide services to the
Company  and (b) such services shall not (i) be in connection with the Company's
sale  of  securities  in  a  capital-raising  transaction  or  (ii)  directly or
indirectly promote or maintain a maintain a market for the Company's securities.

<PAGE>

     "EXCHANGE  ACT"  means  the  Securities  Exchange  Act  of  1934.

     "FAIR  MARKET  VALUE" means, with respect to a Share, (i) the closing price
of  the  Shares  on  the  NYSE or any other national stock exchange on which the
Shares  are  then  traded,  or  if  no  such  reported sale of Shares shall have
occurred  on  such  date,  on  the next preceding date on which there was such a
reported  sale;  or  (ii) if the Shares are not listed for trading on a national
securities  exchange or authorized for quotation on the NYSE, the average of the
closing bid and asked prices as reported by the NASD or, if no such prices shall
have  been  reported  for  such  date, on the next preceding date for which such
prices  were  so  reported.

     "INCENTIVE  STOCK  OPTION" means an Option granted pursuant to Section 6(h)
that  is  intended  to  meet  the  requirements  of  Section  422  of  the Code.

     "INCLUDING"  means  including  without  limitation.

     "LIMITED RIGHT" means an SAR which is exercisable only for a limited period
after  a  Change  in  Control  as  provided  in  Section  7(f).

     "MATURE  SHARES"  means  Shares to which the holder thereof has good title,
free  and  clear of all liens and encumbrances, and which such holder either (i)
has  held  for  at  least  six  months or (ii) has purchased on the open market.

     "NONSTATUTORY  STOCK  OPTION"  means  an  Option  granted  to a Participant
pursuant  to  Section  6  that  is not intended to be an Incentive Stock Option.

     "NASD"  means  the  National  Association  of  Securities  Dealers.

     "NYSE"  means  the  New  York  Stock  Exchange.

     "OPTION"  means  any right granted to a Participant under the Plan allowing
such  Participant  to  purchase  Shares  at such price or prices and during such
period  or  periods  as  the  Committee  shall  determine.

     "OPTIONEE"  means  any Participant to whom an Option has been granted under
the  Plan.

     "OPTION  PRICE"  means the per share purchase price of Shares subject to an
Option.

     "OTHER  STOCK  UNIT  AWARD" means any right granted to a Participant by the
Committee  pursuant  to  Section  10.

     "PARTICIPANT" means an Employee who is selected by the Committee to receive
an  Award  under  the  Plan.

<PAGE>

     "PERFORMANCE  AWARD"  means  any Award of Performance Shares or Performance
Units  pursuant  to  Section  9.

     "PERFORMANCE  PERIOD" means that period established by the Committee at the
time any Performance Award is granted or at any time thereafter during which any
performance  goals  specified by the Committee with respect to such Award are to
be  measured.

     "PERFORMANCE  SHARE" means any grant pursuant to Section 9 of a unit valued
by  reference  to  a designated number of Shares, which value may be paid to the
Participant  by  delivery  of  such  property  as the Committee shall determine,
including  cash,  Shares,  or  any combination thereof, upon achievement of such
performance goals during the Performance Period as the Committee shall establish
at  the  time  of  such  grant  or  thereafter.

     "PERFORMANCE  UNIT"  means any grant pursuant to Section 9 of a unit valued
by  reference  to a designated amount of property other than Shares, which value
may  be  paid  to  the Participant by delivery of such property as the Committee
shall  determine,  including  cash,  Shares,  or  any  combination thereof, upon
achievement  of  such  performance  goals  during  the Performance Period as the
Committee  shall  establish  at  the  time  of  such  grant  or  thereafter.

     "PERMITTED  TRANSFEREE" means, in respect of any Participant, any member of
the  Immediate Family of such Participant, any trust of which all of the primary
beneficiaries are such Participant or members of his or her Immediate Family, or
any  partnership of which all of the partners are such Participant or members of
his  or  her Immediate Family. The "IMMEDIATE FAMILY" of a Participant means the
Participant's  spouse,  children,  stepchildren,  grandchildren,  parents,
stepparents,  siblings,  grandparents,  nieces  and  nephews.

     "PERSON"  means any individual, corporation, partnership, limited liability
company,  association,  trust,  unincorporated  organization,  or  government or
political  subdivision  thereof.

     "RESTRICTED  STOCK"  means  any  Share issued with the restriction that the
holder  may not sell, transfer, pledge, or assign such Share and with such other
restrictions as the Committee, in its sole discretion, may impose (including any
restriction  on  the right to vote such Share, and the right to receive any cash
dividends),  which  restrictions  may lapse separately or in combination at such
time  or  times,  in  installments  or  otherwise, as the Committee may specify.

     "RESTRICTED  STOCK  AWARD"  means  an Award of Restricted Stock pursuant to
Section  8.

     "SAR"  means  any  right  granted to a Participant pursuant to Section 7 to
receive,  upon  exercise  by  the  Participant, an amount equal to the number of
Shares  with  respect  to which the right is granted multiplied by the excess of
(i)  the  Fair  Market  Value  of  one  Share on the date of exercise or, if the
Committee  shall  so  determine  in  the  case  of any such right other than one
related  to  any  Incentive  Stock Option, at any time during a specified period
before the date of exercise, over (ii) the grant price of the right as specified
by  the  Committee.

<PAGE>

     "SHARES"  means  shares  of  the  common  stock  of  the  Company.

     SECTION  3.  ADMINISTRATION.

     (a)  GENERAL.  The Plan is administered by the Committee. A majority of the
members of the Committee may determine its actions and fix the time and place of
its  meetings. The Committee may appoint agents (who may be Employees) to assist
in  the  administration  of  the Plan, and may authorize such persons to execute
agreements or other documents on its behalf. No member of the Committee shall be
liable  for  any  action  or  determination made with respect to the Plan or any
Award.

     (b)  POWER  AND AUTHORITY OF COMMITTEE. The Committee shall have full power
and authority, in its sole discretion subject to the provisions of the Plan, to:

          (i)  determine  the  Employees to whom Awards may from time to time be
granted;

          (ii)  determine  the  type  or  types  of  Award to be granted to each
Participant;

          (iii)  determine the number of Shares or other amount to be covered by
each  Award,  subject  to  the  limitations  of  Section  4.

          (iv)  determine  the  terms  and conditions, not inconsistent with the
provisions  of  the  Plan,  of  any  Award;

          (v)  determine  whether,  to  what extent and under what circumstances
Awards  may  be  settled  in  cash,  Shares  or  other  property  or canceled or
suspended;

          (vi)  determine  whether,  to  what  extent  and  on  what  terms  and
conditions  cash,  Shares  and  other  property  and  other amounts payable with
respect  to  an Award under this Plan shall be deferred, either automatically or
at  the  election  of  the  Participant;

          (vii)  determine  the  existence or nonexistence of any fact or status
relevant to Awards or the rights of Participants thereunder, including whether a
Termination  of  Employment  occurs  by  reason  of  cause, retirement, death or
disability;

          (viii)  construe  and interpret the Plan, any Award Agreement, and any
other  instrument  or  agreement  entered  into  under  the  Plan;

          (ix)  adjust performance award criteria or the terms and conditions of
other  Awards  in  recognition  of  unusual or nonrecurring events affecting the
Company  or  its financial statements or changes in applicable laws, regulations
or  accounting  principles;

          (x)  make such other determinations and waive such requirements as may
be  required  or permitted by Sections 6, 7, 8, 9, 10 and 11 or other provisions
of  the  Plan;

<PAGE>

          (xi)  administer  the  Plan  and establish such rules and regulations,
approve  and  prescribe  such  forms,  and  appoint such agents as it shall deem
appropriate  for  the  proper  administration  of  the  Plan;

          (xii)  correct  any  defect,  supply  any  omission  or  reconcile any
inconsistency  in the Plan or any Award in the manner and to the extent it shall
deem  desirable  to  carry  it  into  effect;

          (xiii) make any other determination and take any other action that the
Committee  deems  necessary  or  desirable  for  administration  of  the  Plan.

     In  making  such  determinations, the Committee may take into consideration
the  value of the services rendered by the respective individuals, their present
and potential contributions to the success of the Company and its Affiliates and
such  other  factors  which the Committee may deem relevant in accomplishing the
purposes  of the Plan. The Committee's determinations under the Plan need not be
uniform.  The  Committee  may make such determinations selectively among persons
who receive, or are eligible to receive, Awards (whether or not such persons are
similarly  situated). Decisions of the Committee shall be final and binding upon
all  Persons.

     SECTION  4.  SHARES  SUBJECT  TO  THE  PLAN.

     (a)  AGGREGATE LIMIT. Subject to adjustment as provided in Section 15(h), a
total  of 150,000,000 Shares are reserved for grant pursuant to Awards under the
Plan.  Any  Shares  issued  hereunder  may  consist,  in  whole  or  in part, of
authorized  and  unissued  Shares  or  treasury  Shares. Shares shall be charged
against  the  foregoing  limit  upon  the  grant  of  each  Award  (other than a
Performance  Unit  or  Other  Stock Unit not denominated in Shares), but if such
Shares  are  thereafter forfeited or such Award otherwise terminates without the
issuance  of  such  Shares or of other consideration in lieu of such Shares, the
Shares  so forfeited or related to the terminated portion of such Award shall be
restored  to  the  foregoing limit and shall again be available for Awards under
the  Plan.  If  Shares  are  applied to pay the Option Price upon exercise of an
Option  or  to  pay federal, state and local taxes upon exercise of an Option or
other receipt of payment under an Award, the Shares so applied shall be added to
the  foregoing  limit  and  shall  be  available  for  Awards  under  the  Plan.

     (b)  INDIVIDUAL  ANNUAL  LIMITS.  Awards  to  any one individual in any one
calendar  year  are  subject  to  the  following  limits:

          (i)  OPTIONS.  The  maximum  number  of  Shares  with respect to which
Options  may be granted during a calendar year to any Participant is 40,000,000;

          (ii)  SARS.  The  maximum  number of SARs that may be granted during a
calendar  year  to  any  Participant  is  1,000,000;

          (iii) AGGREGATE OPTIONS AND SARS. The sum of the number of Shares with
respect  to  which  Options  may  be  granted and the number of SARs that may be
granted  in  total  during a calendar year to any Participant is 40,000,000; and

<PAGE>

          (iv) OTHER SHARE-DENOMINATED AWARDS. The maximum number of Shares with
respect  to  which  Restricted  Stock, Performance Shares, and Other Stock Units
denominated  in  Shares  in  total  may be granted during a calendar year to any
Participant  is  40,000,000.

     SECTION  5.  ELIGIBILITY.  The  Committee  may grant Awards to any Employee
(excluding  any  member  of the Committee). An Employee may be granted more than
one Award, but only on the terms and subject to the restrictions hereinafter set
forth.

     SECTION  6.  STOCK  OPTIONS.

     (a)  ISSUANCE. The Committee may grant Options to Participants either alone
or  in  addition  to  other  Awards  granted  under  the  Plan.

     (b)  AWARD AGREEMENTS. Each Option shall be evidenced by an Award Agreement
in  such  form as the Committee may from time to time approve. The Committee may
require  that  any  Participant  shall,  as  consideration  for the grant of the
Option,  agree  in  writing  to remain in the employ of the Company or of one of
Affiliates,  at  the  pleasure of the Company or of such Affiliate, for at least
one  year  from  the  date  of  the  granting  of  such  Option or until earlier
termination  of the Participant's employment effected or approved by the Company
or by such Affiliate, in which event if the Participant violates such agreement,
any  Options  still  held  by  such  person  at the time of such violation shall
automatically terminate. The Committee may waive this requirement in the case of
any  Participant.  Any  Option  shall also be subject to the following terms and
conditions  and  to  such additional terms and conditions, not inconsistent with
the  provisions  of  the  Plan,  as  the  Committee  shall  deem  desirable.

     (c)  DATE OF GRANTING OF OPTIONS. The date of grant of all Options shall be
the  date  designated by the Committee as the date of grant, provided that in no
event  shall  the  date of grant be earlier than the date on which the Committee
approves  the  grant.

     (d)  OPTION  PRICE.  The  Option Price per Share shall be determined by the
Committee  in  its  sole discretion; provided that the Option Price shall not be
less  than  100% of the Fair Market Value of a Share on the date of the grant of
the  Option.

     (e)  OPTION PERIOD. The term of each Option shall be fixed by the Committee
in  its  sole discretion and set forth in the Award Agreement, provided that the
Option  and  any related SAR shall not be exercisable after the expiration of 10
years  from  the  date  the  Option  was  granted.

     (f)  EXERCISABILITY.  Options  shall  be  exercisable  either in full or in
installments  at  such  time  or  times  as  determined  by  the Committee at or
subsequent  to  grant,  and  set forth in the Award Agreement; provided that the
Committee  may  in its sole discretion subsequent to grant waive any restriction
on  the  exercise  of  an  Option.

     (g)  METHOD  OF  EXERCISE.  An Option shall be exercised by the delivery to
the  Company (or an agent of the Company) during the period in which such Option
is  exercisable  of  (x)  written notice of exercise in a form acceptable to the
Committee  for a specific number of Shares subject to the Option and (y) payment
in  full  of the Option Price of such specific number of Shares. Payment for the
Shares  with  respect  to which an Option is exercised may be made by any one or
more  of  the  following  means:

<PAGE>

          (i)  cash,  negotiable  personal  check  or electronic funds transfer;

          (ii)  the  Committee in its sole discretion may permit payment through
tender  of  Mature  Shares,  valued  at  their  Fair Market Value on the date of
exercise;  provided that the Committee may impose whatever restrictions it deems
necessary  or  desirable  with  respect  to  such  method  of  payment;

          (iii)  the  Committee  in  its  sole  discretion may permit payment by
submitting  acceptable certification to the Committee of the ownership of Mature
Shares,  valued  at  their  Fair  Market Value on the date of exercise; in which
event  the  Shares  issued  to  the  Optionee  for  the portion of any Option so
exercised  by  shall not exceed the number of Shares covered by the such portion
of  the  Option  less  the  number  of  Shares  for  which proof of ownership is
submitted  in  full  or  partial  payment;  or

          (iv)  the  Committee in its sole discretion may permit payment through
the  sale  of  the  Shares  acquired  on  exercise  of  the  Option  through  a
broker-dealer  to  whom  the  Optionee  has  submitted  an irrevocable notice of
exercise  and  irrevocable  instructions  to deliver promptly to the Company the
amount  of  sale  or  loan  proceeds sufficient to pay for such Shares, together
with,  if  requested  by  the  Committee, the amount of federal, state, local or
foreign  withholding  taxes  payable  by  Optionee  by  reason of such exercise.

     (h)  INCENTIVE  STOCK  OPTIONS. At the time of the grant of any Option, the
Committee  may  designate  in  the  Award Agreement that such Option shall be an
Incentive  Stock  Option,  which  shall  be  subject  to the following terms and
conditions.

          (i)  OPTION  TERM.  The  term  of  an Incentive Stock Option shall not
exceed 10 years (five years in the case of a 10% Owner) from the grant date, and
shall  be  subject  to  earlier  termination  as  provided in the Plan or in the
applicable  Award  Agreement.

          (ii) OPTION PRICE. The Option Price of an Incentive Stock Option shall
(1)  not  be  less  than  100% of the Fair Market Value on the grant date of the
Shares  subject  to  the  Option, or (2) in the case of a 10% Owner, not be less
than  110%  of  the Fair Market Value on the Grant Date of the Shares subject to
the  Options.

          (iii)  $100,000  LIMIT. The aggregate Fair Market Value (determined as
of  the  time  of  grant)  of  the  Shares with respect to which Incentive Stock
Options held by any Participant which are exercisable for the first time by such
Participant during any calendar year under the Plan (and under any other benefit
plans  of the Company or of any parent or subsidiary corporation of the Company)
shall  not exceed $100,000 or, if different, the maximum limitation in effect at
the  time  of  grant  under  Section 422 of the Code. To the extent the $100,000
Limit  is  exceeded,  such  Option  shall  be  deemed to be a Nonstatutory Stock
Option.

<PAGE>

          (iv)  GRANT  DATE. Each Incentive Stock Option shall be granted within
10  years  from the earlier of the date the Plan is adopted or the date the Plan
is  approved  by  the  stockholders  of  the  Company.

          (v)  DISQUALIFYING  DISPOSITION.  Each  Incentive  Stock  Option shall
require  the  holder  of  Shares  issued  upon  exercise of such Incentive Stock
Options  to  notify  the  Committee  of any disposition of such Shares under the
circumstances  described  in  Section  421(b)  of  the Code (relating to certain
disqualifying  dispositions),  within  10  days  of  such  disposition.

          (vi) NONTRANSFERABILITY. Notwithstanding Section 12, a Participant may
not  transfer  an  Incentive  Stock  Option otherwise than upon death by will or
under  the  applicable  laws  of descent and distribution or by designation of a
beneficiary  pursuant  to  Section  12(a);  and  during  the  lifetime  of  the
Participant  only  the  Participant  may  exercise  an  Incentive  Stock Option.

          (vii)  OTHER  REQUIREMENTS.  The  terms  of any Incentive Stock Option
shall  comply  in  all  respects with the provisions of Section 422 of the Code.

          (viii)  OTHER  TERMS  AND  CONDITIONS. Except as otherwise provided in
this  subsection,  all the provisions of the Plan shall apply to Incentive Stock
Options.

     (i)  FORM OF SETTLEMENT. In its sole discretion, the Committee may provide,
at  the  time  of  grant, that the Shares to be issued upon an Option's exercise
shall  be  in  the  form of Restricted Stock or other similar securities, or may
reserve  the  right  so  to  provide  after  the  time  of  grant.

     (j)  DISCRETIONARY  SHARE WITHHOLDING. The Committee in its sole discretion
may  provide  that when taxes are to be withheld in connection with the exercise
of  an  Option  by  delivering  Shares  in  payment of the exercise price, or an
exercise  of  an  SAR for stock, or upon the lapse of restrictions on Restricted
Stock  received  upon the exercise of an Option (the date on which such exercise
occurs  or  such  restrictions lapse hereinafter referred to as the "Tax Date"),
the Optionee may elect to make payment for the withholding of federal, state and
local  taxes,  including  Social Security and Medicare ("FICA") taxes, up to the
Optionee's  marginal  tax  rate,  by  one  or  both  of  the  following methods:

          (i)  delivering  part or all of the payment in previously-owned Mature
Shares  (which  shall  be  valued  at  their Fair Market Value on the Tax Date);

          (ii)  requesting  the Company to withhold from those Shares that would
otherwise  be  received upon exercise of the Option, upon exercise of an SAR for
stock, or upon the lapse of restrictions on Restricted Stock, a number of Shares
having  a  Fair Market Value on the Tax Date equal to the amount to be withheld.

     The  Committee  in  its  sole discretion may provide that the amount of tax
withholding to be satisfied by withholding Shares from the Option exercise shall
be  the  minimum  amount of taxes, including FICA taxes, required to be withheld
under  federal,  state  and  local  law, or shall be the entire amount of taxes,
including  FICA  taxes, required to be paid by Optionee under federal, state and
local  law.  An  election  by Optionee under this subsection is irrevocable. Any
fractional  share  amount  and  any  additional  withholding  not  paid  by  the
withholding  or  surrender of Shares must be paid in cash. If no timely election
is  made,  cash  must  be delivered to satisfy all tax withholding requirements.

<PAGE>

     SECTION  7.  STOCK  APPRECIATION  RIGHTS.

     (a)   ISSUANCE.  The  Committee may grant SARs to Participants either alone
or  in  addition to other Awards granted under the Plan. Such SARs may, but need
not,  be  granted  in connection with a specific Option granted under Section 6.
Any  SAR  related to a Nonstatutory Stock Option may be granted at the same time
such  Option  is granted or at any time thereafter before exercise or expiration
of  such Option. Any SAR related to an Incentive Stock Option must be granted at
the  same  time such Option is granted. The Committee may impose such conditions
or  restrictions  on  the  exercise  of  any  SAR  as it shall deem appropriate.

     (b)  AWARD  AGREEMENTS.  Any  SAR  granted  to a Participant under the Plan
shall  be  evidenced  by  an  Award Agreement in such form and the Committee may
approve  and shall contain such terms and conditions not inconsistent with other
provisions  of  the  Plan  as  shall  be  determined  from  time  to time by the
Committee.

     (c)  GRANT  PRICE.  The  grant  price  of  a SAR shall be determined by the
Committee  in  its  sole  discretion; provided that the grant price shall not be
less  than the lesser of 100% of the Fair Market Value of a Share on the date of
the grant of the SAR, or the Option Price under the Nonstatutory Stock Option to
which  the  SAR  relates.

     (d)  EXERCISE  AND PAYMENT. Upon the exercise of SARs, an Optionee shall be
entitled  to  receive the value thereof. The Fair Market Value of a Share on the
date  of  exercise  of  SARs  shall be determined in the same manner as the Fair
Market  Value  of  a Share on the date of grant of an Option is determined. SARs
shall  be  deemed  exercised  on  the  date written notice of exercise in a form
acceptable  to the Committee is received by the Secretary of the Company. Unless
the  Award  Agreement  provides  otherwise  or  reserves to the Committee or the
Participant  or  both the right to defer payment, the Company shall make payment
in  respect  of  any  SAR within five days of the date the SAR is exercised. Any
payment  by  the  Company in respect of a SAR may be made in cash, Shares, other
property,  or any combination thereof, as the Committee, in its sole discretion,
shall  determine.

     (e)  GRANT  OF  LIMITED  RIGHTS.

          (i) The Committee in its sole discretion may grant Limited Rights upon
or  after  the  grant  of any Option under the Plan. Each Limited Right shall be
identified  with  a  share  of  Stock  subject to an Option of the Optionee. The
number  of Limited Rights granted to a Optionee shall equal the number of Shares
subject  to  the  Option with which such Limited Rights are identified. Upon the
exercise,  expiration, termination, forfeiture, or cancellation of an Optionee's
Option,  the  Optionee's  associated  Limited  Rights  shall  terminate.

          (ii)  Limited Rights shall become exercisable upon the occurrence of a
Change of Control. Limited Rights shall be exercised by delivery to the Company,
within  90  days  after the date of such Change of Control, of written notice of
intent to exercise specific Limited Rights. The exercise of Limited Rights shall
result  in  the  cancellation  of  the Option with which such Limited Rights are
identified,  to  the  extent  of  such  exercise.

<PAGE>

          (iii)  The  Company  shall notify all Optionees of the occurrence of a
Change  of Control promptly after its occurrence, but any failure of the Company
so  to  notify  shall  not  deprive any Optionee of any rights that accrued as a
result  of  a  Change  of  Control. Any such failure of the Company shall, if an
Optionee  does not otherwise know of the Change of Control, automatically extend
the  90-day period specified above until 90 days after the Company notifies such
Optionee  or  such  Optionee  otherwise  knows  of  the
Change  of  Control,  whichever first occurs, but in no event beyond the maximum
term  of  the  identified  Option  specified  in the applicable Award Agreement.

          (iv)  Within  five  business  days  after  the exercise of any Limited
Rights,  the  Company  shall  pay  to  the  Optionee,  in  cash (except that the
Committee  may  cause  the Company to pay such amount in Shares if it determines
that  a  payment in cash would cause transaction to be ineligible for pooling of
interests  accounting), an amount equal to the difference between (A) the Change
of  Control  Value,  and  (B)  the  Option  Price  of  the  Option.

          (v)  "Change  of  Control  Value" means the greater of (A) the highest
Fair Market Value of a Share during the 180-day period preceding the date of the
Company's  receipt  of  notice  of  exercise  of Limited Rights, or (B) the cash
amount  (or  fair  cash  value,  as  determined  by  the  Committee  in its sole
discretion,  of consideration other than cash), payable in respect of a Share to
holders  of  Shares  in  connection  with  the  Change  of  Control.

     (g)  OTHER  LIMITATIONS.  The  Committee  may  at any time impose any other
limitations upon the exercise of SARs which, in the Committee's sole discretion,
are necessary or desirable in order for Participants to qualify for an exemption
from  Section  16(b)  of  the  Exchange  Act.

     SECTION  8.  RESTRICTED  STOCK.

     (a)  ISSUANCE.  The  Committee  may  issue  Restricted  Stock  Awards  to
Participants, for no cash consideration or for such minimum consideration as may
be  required  by  applicable  law,  either  alone or in addition to other Awards
granted under the Plan. The granting of Restricted Stock shall take place on the
date  the  Committee  determines  to  grant  the  Restricted  Stock.

     (b)  REGISTRATION.  Any Restricted Stock may be evidenced in such manner as
the  Committee  in  its  sole  discretion  shall  deem  appropriate,  including
book-entry  registration  or issuance of a stock certificate or certificates. In
the  event  any  stock  certificate is issued in respect of shares of Restricted
Stock  awarded  under the Plan, such certificate shall be registered in the name
of  the  Participant,  shall  bear an appropriate legend referring to the terms,
conditions,  and  restrictions  applicable  to  such Award, and shall be held in
escrow  by  the  Company.  The Participant shall execute a stock power or powers
assigning the Shares of Restricted Stock back to the Company, which stock powers
shall  be  held  in  escrow  by  the  Company  and used only in the event of the
forfeiture  of  any  of  the  Shares  of  Restricted  Stock.

<PAGE>

     (c)  FORFEITURE.  Except  as  otherwise  determined  by  the  Committee, no
Restricted  Stock  shall  become  free  of restrictions prior to the date of the
first  anniversary  of  the  grant of the Restricted Stock. Unrestricted Shares,
evidenced  in  such  manner  as  the  Committee shall deem appropriate, shall be
issued  to  the  Optionee  promptly  upon  lapse of the period of forfeiture, as
determined  or  modified  by  the  Committee.

     (d)  SHARE  WITHHOLDING.  The  Committee in its sole discretion may provide
that  a Participant who recognizes income under the federal income tax by reason
of  the  lapsing  of  restrictions on Shares of Restricted Stock may elect Share
withholding  pursuant  to  Section  6(j).

     SECTION  9.  PERFORMANCE  AWARDS.

     (a)  ISSUANCE.  The Committee may issue Performance Awards to Participants,
for  no  cash consideration or for such minimum consideration as may be required
by applicable law, either alone or in addition to other Awards granted under the
Plan.  Except  as  provided  in Section 13, Performance Awards will be paid only
after the end of the relevant Performance Period. Performance Awards may be paid
in  cash,  Shares,  other  property  or  any  combination  thereof,  in the sole
discretion  of  the  Committee at the time of payment. Performance Awards may be
paid  in  a  lump  sum or in installments following the close of the Performance
Period  or,  in  accordance  with  procedures established by the Committee, on a
deferred  basis.

     (b)  PERFORMANCE  MEASURES.  Unless  and  until  the Committee proposes for
stockholder  vote  and  stockholders approve a change in the general performance
measures  set forth in this Section, the attainment of which shall determine the
degree  of  payout  and/or  vesting  with  respect  to  Awards,  the performance
measure(s) to be used for purposes of such Awards shall be chosen from among the
following:

          (i)  Earnings  either in the aggregate or on a per-share basis, before
or  after  taxes,  before  or after depreciation and amortization, and before or
after  interest  expense;

          (ii)  Net  income  (before  or  after  taxes);

          (iii) Operating income;

          (iv)  Cash flow;

          (v)   Return measures (including return on assets, equity, or sales);

          (vi)  Share  price  (including  growth  measures and total stockholder
return  or  attainment by the Shares of a specified value for a specified period
of  time);

          (vii)  Reductions  in  expense  levels  in  each case where applicable
determined  either  in  a  Company-wide  basis  or in respect of any one or more
usiness  units;

          (viii)  Net  economic  value;  or

<PAGE>

          (ix)  Economic  value  added.

     The  degree of attainment of the pre-established performance goals required
for  an  Award  and the amounts of Awards may not be adjusted after the Award is
granted,  except  that  the  Committee may retain the discretion to decrease the
amount  of  an  Award.

     SECTION  10.  OTHER  STOCK  UNIT  AWARDS.

     (a)  STOCK  AND  ADMINISTRATION.  The  Committee  may grant other Awards of
Shares  and other Awards that are valued in whole or in part by reference to, or
are  otherwise  based  on,  Shares or other property ("Other Stock Unit Awards")
hereunder  to  Participants, either alone or in addition to other Awards granted
under the Plan. Other Stock Unit Awards may be paid in Shares, cash or any other
form  of property as the Committee shall determine. Subject to the provisions of
the  Plan, the Committee shall have sole and complete authority to determine the
Employees  to whom and the time or times at which such Awards shall be made, the
number of Shares to be granted pursuant to such Awards, and all other conditions
of  the Awards, which may include attainment of goals based upon the performance
measures  set  forth  in Section 9(b). The provisions of Other Stock Unit Awards
need  not  be  the  same  with  respect  to  each  recipient.

     (b)  TERMS  AND  CONDITIONS. Subject to the provisions of this Plan and any
applicable  Award Agreement, Shares subject to Awards made under this Section 10
may not be sold, assigned, transferred, pledged or otherwise encumbered prior to
the  date  on  which  the Shares are issued, or, if later, the date on which any
applicable  restriction,  performance  or deferral period lapses. Shares granted
under  this  Section  10  may  be  issued  for no cash consideration or for such
minimum  consideration  as  may  be  required  by  applicable  law.

     SECTION 11. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this
Section, all Awards not vested shall terminate upon an employee's Termination of
Employment.  For purposes of this Section, a Termination of Employment occurs on
the last day on which the Participant ceases to be an employee of the Company or
an  Affiliate.

     (a)  OPTIONS  AND  SARS.

          (i) Except as otherwise provided in this Section, upon a Participant's
Termination  of  Employment,  all  Options  and  SARs not vested and exercisable
immediately  before such Termination of Employment shall terminate and no Option
or  SAR  may  be  exercised  after  such  Termination  of  Employment.

          (ii)  If  Termination  of  Employment  occurs  for a reason other than
retirement,  death,  disability or cause, Options and SARs which were vested and
exercisable  immediately  before  such  Termination  of  Employment shall remain
exercisable  for  a  period  of 90 days following such Termination of Employment
(but  not  for  more  than 10 years from the grant date of the Option) and shall
then  terminate.

          (iii)  If  Termination  of  Employment occurs by reason of retirement,
death  or  disability,  Options  and  SARs  which  were  vested  and exercisable
immediately before such Termination of Employment shall remain exercisable for a
period  of  one  year following such Termination of Employment (but not for more
than  10  years  from  the  grant  date of the Option) and shall then terminate.

<PAGE>

     (b)  RESTRICTED STOCK. Except as otherwise provided in this Section, upon a
Participant's  Termination  of  Employment, all Shares of Restricted Stock still
subject  to  restrictions  shall  be  forfeited  by  the  Participant  (and  the
Participant shall sign any document and take any other action required to assign
such  Shares  back  to  the  Company)  and  reacquired  by  the  Company.

     (c)  PERFORMANCE  AWARDS:

          (i)  If  Termination  of Employment occurs during a Performance Period
for  a reason other than retirement, disability or death, all Performance Awards
shall  be  forfeited  upon  such  Termination  of  Employment.

          (ii)  If  Termination of Employment occurs during a Performance Period
by  reason of retirement, disability or death, the Participant shall be entitled
to  payment  at or after conclusion of the Performance Period in accordance with
the  terms  of  the  Award of that portion of the Performance Award equal to the
amount  that would be payable if the Participant continued in employment for the
remainder  of  the Performance Period multiplied by a fraction, the numerator of
which is the number of days in the Performance Period preceding such Termination
of  Employment  and  the denominator of which is the total number of days in the
Performance  Period.

     (d)  WAIVER  BY COMMITTEE. Notwithstanding the foregoing provisions of this
Section, the Committee may in its sole discretion as to all or part of any Award
as to any Participant, at the time the Award is granted or thereafter, determine
that Awards shall become exercisable or vested upon a Termination of Employment,
determine  that  Awards
shall  continue to become exercisable or vested in full or in installments after
Termination  of  Employment,  extend  the period for exercise of Options or SARs
following  Termination  of  Employment (but not beyond 10 years from the date of
grant  of  the  Option  or  SAR), or provide that any Performance Award shall in
whole  or  in  part  not  be  forfeited  upon  such  Termination  of Employment.

     SECTION  12.  TRANSFERABILITY  OF  AWARDS.

     (a)  No  Award shall be transferable by the Participant otherwise than upon
death  by  will or under the applicable laws of descent and distribution; except
that  a  Participant  may,  by  written  instrument in a manner specified by the
Committee  in  the  Award  Agreement  or  thereafter,  designate  in  writing  a
beneficiary  to  exercise an Option or otherwise receive payment under any Award
after  the  death  of  the Participant. The Committee in its sole discretion may
authorize  the transfer of a Nonstatutory Stock Option for no consideration to a
Permitted  Transferee.

     (b)  Following  the  transfer  of  an Option to a Permitted Transferee, the
Permitted  Transferee  shall  have  all  of  the  rights  and obligations of the
Participant to whom the Option was granted and such Participant shall not retain
any  rights  with respect to the transferred Option, except that (i) the payment
of  any  tax  attributable  to  the  exercise  of  the  Option  shall remain the
obligation of the Participant, and (ii) the period during which the Option shall
become  exercisable  or  remain exercisable under Section 11 shall depend on the
employment  status  of  the  original  Optionee.

     (c)  If for any reason an Option or SAR is exercised by a person other than
the original Participant, or payment or distribution under any other Award is to
be  made  to a person other than the original Participant, the person exercising
or  receiving  payment or distribution under such Award shall, as a condition to
such  exercise  or  receipt,  supply  the  Committee  with  such evidence as the
Committee  may  reasonably  require to establish the identity of such person and
such  person's  right  to exercise or receive payment or distribution under such
Award.

     (d)  No  Award shall be assigned, negotiated or pledged in any way (whether
by  operation  of law or otherwise) except as permitted by Section 12(a), and no
Award  shall  be  subject  to  execution,  attachment  or  similar  process.

     SECTION  13.  CHANGE  IN  CONTROL.

     (a)  In  order  to  maintain  the  Participants' rights in the event of any
Change  in  Control  of  the  Company, as hereinafter defined, the Committee, as
constituted  before  such  Change in Control, may, in its sole discretion, as to
any  Award, either at the time an Award is made or any time thereafter, take any
one  or  more  of  the  following  actions:

          (i)  provide  for the acceleration of any time periods relating to the
exercise or realization of any such Award so that such Award may be exercised or
realized  in  full  on  or  before  a  date  fixed  by  the  Committee;

          (ii)  provide  for  the purchase of any such Award with or without the
Participant's  consent for an amount of cash equal to the amount that could have
been  attained  upon  the  exercise  of  such  Award  or  realization  of  the
Participant's  rights  had  such  Award been currently exercisable or payable or
exercisable  or  payable  during  a  stipulated  period  prior  to the Change of
Control;

          (iii)  make  such adjustment to any such Award then outstanding as the
Committee deems appropriate to reflect such Change in Control; or (iv) cause any
such  Award then outstanding to be assumed, or new rights substituted therefore,
by  the  acquiring  or  surviving  corporation after such Change in Control. The
Committee  may,  in  its  discretion,  include  such  further  provisions  and
limitations respecting a Change in Control in any Award Agreement as it may deem
equitable  and  in  the  best  interests  of  the  Company.

     (b)  A  "Change  in  Control"  shall  be  deemed  to  have  occurred  if:

          (i)  for  any  reason  at any time less than 75% of the members of the
Board  shall  be  individuals who fall into any of the following categories: (A)
individuals  who  were  members  of  the  Board  on  the  Effective Date; or (B)
individuals  whose  election,  or  nomination  for  election  by  the  Company's
stockholders  (other  than  an  election  or  nomination  of  an  individual (an
"Excluded Individual") whose initial assumption of office ins in connection with
an  actual  or  threatened  "election  contest"  relating to the election of the
directors of the Company (as such term is used in Rule 14a-11 under the Exchange
Act),  a "tender officer" (as such term is used in Section 14(d) of the Exchange
Act)  or a proposed transaction described in (iii) below) was approved by a vote
of  at  least  75%  of  the  members  of the Board then still in office who were
members  of  the  Board  on  the  Effective Date; or (C) individuals (other than
Excluded  Individuals)  whose  election,  or  nomination  for  election,  by the
Company's stockholders, was approved by a vote of at least 75% of the members of
the  Board  then still in office who were elected in the manner described in (A)
or  (B)  above;  or

<PAGE>

          (ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act) or "group" (as such term is defined in Sections 3(a)(9) and
13(d)(3)  of  the  Exchange  Act)  shall  have  become after the Effective Date,
according to a public announcement or filing, the "beneficial owner" (as defined
in  Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the  Company representing 35% or more (calculated in accordance with Rule 13d-3)
of  the  combined  voting  power  of  the  Company's  then  outstanding  voting
securities;  or

     (iii)  the  stockholders  of  the  Company  shall  have  approved a merger,
consolidation  or  dissolution  of  the  Company,  or a sale, lease, exchange or
disposition  of all or substantially all of the Company's assets, if persons who
were  the beneficial owners of the combined voting power of the Company's voting
securities immediately before any such merger, consolidation, dissolution, sale,
lease,  exchange  or disposition do not immediately thereafter beneficially own,
directly  or indirectly, in substantially the same proportions, more than 60% of
the  combined  voting  power  of  the  corporation  resulting  from  any  such
transaction.  (c)  Notwithstanding  any  other  provision  of  the  Plan  to the
contrary,  (i)  in  the  event  that  the consummation of a Change in Control is
contingent  on  using pooling of interests accounting methodology; the Committee
may  take  any  action  necessary  to  preserve  the use of pooling of interests
accounting,  and  (ii)  if the Committee determines, in its discretion exercised
prior  to  a  sale or merger of the Company (whether or not in connection with a
Change  in  Control)  that  in  the Committee's judgment is reasonably likely to
occur,  that  the  exercise  of  Awards  would  preclude  the  use  of
pooling-of-interests  accounting ("pooling") after the consummation of such sale
or  merger  and  that  such  preclusion of pooling would have a material adverse
effect  on  such  sale or merger, the Committee may (A) unilaterally cancel such
Awards  prior  to  the sale or merger in consideration for reasonably equivalent
value,  (B)  cause the Company to pay the benefit attributable to such Awards in
the form of Shares if the Committee determines that such payment would not cause
the  transaction  to  become  ineligible  for  pooling,  (C)  defer the payment,
distribution  or  exercise  date of any Award, or (D) substitute another form of
Award  of  reasonably  equivalent  value;  in  each  case to the extent that the
Committee  determines  that such cancellation, payment, deferral or substitution
would  not  cause  the transaction to become ineligible for pooling; and only in
each case to the minimum extent reasonably necessary to cause the transaction to
become  eligible  for  pooling.

     SECTION  14.  AMENDMENTS  AND  TERMINATION.  The  Board may amend, alter or
discontinue  the Plan, but no amendment, alteration, or discontinuation shall be
made  that  would  impair the rights of a Participant under an Award theretofore
granted  without  the  Participant's  consent  except as required to comply with
securities,  tax  or  other laws. The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but no such amendment shall
adversely  affect  the  rights  of  any  Participant  without  the Participant's
consent,  except as provided in subsection 9(b) or subsection 12(c) or except as
required  to  comply  with securities, tax or other laws. The Committee may also
substitute  new  Awards for Awards previously granted to Participants, including
previously-granted  Options  having  higher  Option  prices.

     SECTION  15.  GENERAL  PROVISIONS.

     (a)  The  term  of  each  Award shall be for such period of months or years
from  the date of its grant as may be determined by the Committee; provided that
in  no event shall the term of any Option or any SAR exceed a period of 10 years
from  the  date  of  its  grant.

     (b)  No  Employee  or  Participant  shall  have any claim to be granted any
Award  under  the Plan and there is no obligation for uniformity of treatment of
Employees  or  Participants  under  the  Plan.

     (c)  The  prospective recipient of any Award under the Plan shall not, with
respect  to  such  Award, be deemed to have become a Participant, or to have any
rights  with  respect  to  such Award, until and unless the Committee shall have
executed  an Award Agreement evidencing the Award and delivered a fully executed
copy  thereof  to  the  Participant.

     (d)  Nothing  contained  in the Plan or in any Award Agreement shall confer
upon  any Participant any right with respect to continuance of employment by the
Company  or  its  Affiliates,  nor  interfere  in  any way with the right of the
Company  or  its  Affiliates to terminate the Participant's employment or change
the  Participant's  compensation  at  any  time.

     (e)  All  certificates  for Shares delivered under the Plan pursuant to any
Award  shall  be subject to such stock-transfer orders and other restrictions as
the  Committee  may  deem  advisable  under  the  rules,  regulations, and other
requirements  of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state securities
law,  and  the  Committee  may  cause  a legend or legends to be put on any such
certificates  to  make  appropriate  reference  to  such  restrictions.

     (f)  Receipt  of an Option or other Award shall not entitle any Participant
(or  Permitted  Transferee) to any rights as a shareholder of the Company unless
and  until  such  Option  has been exercised or such other Award shall have been
paid  and  the  Shares  purchased  or  paid  thereunder  shall have been issued;
provided,  however,  that:

          (i)  Subject  to  the provisions of this Plan and any Award Agreement,
the  recipient  of an Award (including any deferred Award) may, if so determined
by  the  Committee,  be  entitled  to receive, currently or on a deferred basis,
dividends  with respect to the number of Shares covered by the Award or interest
on  the  amount  of  an  Award  not  denominated  in Shares as determined by the
Committee,  in  its  sole  discretion,  and  the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise  reinvested;  and

          (ii)  The  recipient  of a Restricted Stock Award shall be entitled to
all  rights  of  a  shareholder  of the Company upon issuance of such Restricted
Stock  pursuant  to  Section 8(b) except to the extent otherwise provided in the
restrictions  or  other provisions of the Award Agreement pursuant to which such
Restricted  Stock  Award  is  made.

<PAGE>

     (g)  Except  as  otherwise required in any applicable Award Agreement or by
the terms of the Plan, recipients of Awards under the Plan shall not be required
to  make  any  payment  or  provide  consideration  other  than the rendering of
services.

     (h)  In  the  event  of  any  merger,  reorganization,  consolidation,
recapitalization,  stock  dividend,  stock  split,  spin-off  or other change in
corporate  structure  affecting the Shares, such adjustment shall be made in the
aggregate  number  and class of Shares which may be delivered under the Plan, in
the  number,  class  and  option  price of Shares subject to outstanding Options
granted  under  the  Plan,  and  in  the  value of, or number or class of Shares
subject to, Awards granted under the Plan as may be determined to be appropriate
by  the  Committee,  in  its sole discretion, provided that the number of Shares
subject  to  any Award shall always be a whole number. The grant of Awards shall
not  affect  in  any  way the right or power of the Company to make adjustments,
reclassifications,  reorganizations  or  changes  in  its  capital  or  business
structure  or  to  merge or to consolidate or to dissolve, liquidate, or sell or
transfer  all  or  any  part  of  its  business  or  assets.

     (i)  The  Company  is  authorized  to  withhold  from  any Award granted or
payment  due  under  the  Plan or any other amount owing from the Company to the
Participant  (whether  or  not  for  payment  of  compensation)  the  amount  of
withholding  taxes due with respect to an Award or payment hereunder and to take
such  other  action as may be necessary in the opinion of the Company to satisfy
all  obligations  for  the  payment  of  such  taxes.  The Company shall also be
authorized  to accept the delivery of shares by a Participant in payment for the
withholding  of  federal, state and local taxes up to the Participant's marginal
tax  rates.

     (j)  The  validity,  construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of  the  State  of  Delaware.

     (k)  If  any  provision  of  this  Plan is or becomes or is deemed invalid,
illegal  or  unenforceable  in any jurisdiction, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be  construed or deemed amended to conform to applicable laws or if it cannot be
construed  or  deemed  amended  without,  in the determination of the Committee,
materially  altering  the  intent  of  the  Plan,  it  shall be stricken and the
remainder  of  the  Plan  shall  remain  in  full  force  and  effect.

     (l)  All  obligations of the Company under the Plan shall be binding on any
successor  to  the  Company.

     (m)  The  adoption  of this Plan shall not amend or terminate the Company's
previously  adopted  stock  option  plans (the "Prior Plans") or any outstanding
option  or  other award thereunder; and the aggregate number of Shares available
under  Section 4 shall not be increased or reduced by Shares available under the
Prior  Plans  as  of  the  Effective  Date.

     SECTION  16.  TERM  OF PLAN. No Award shall be granted pursuant to the Plan
after  10  years  from the Effective Date, but any Award theretofore granted may
extend  beyond  that  date.

<PAGE>
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{"company-data": {"conformed-name": "WORLD GOLF LEAGUE INC", "cik": "0001171176", "assigned-sic": "7997", "irs-number": "980201235", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122807", "film-number": "05610694"}, "business-address": {"street1": "258 EAST ALTAMONTE DRIVE", "street2": ",", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32701", "phone": "4073316272"}, "mail-address": {"street1": "258 EAST ALTAMONTE DRIVE", "street2": ",", "city": "ALTAMONTE SPRINGS", "state": "FL", "zip": "32701"}, "former-company": [{"former-conformed-name": "WORLD GOLF INC", "date-changed": "20030422"}, {"former-conformed-name": "NOVUS LABORATORIES INC", "date-changed": "20020415"}]}
Registration  No.  333-
                       --------
As  filed  with  the  Securities  and  Exchange  Commission on February 14, 2005

                                UNITED  STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

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

                             WORLD GOLF LEAGUE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                              59-3617006
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION)

                       2139 WEST STATE ROAD 434, SUITE 101
                             LONGWOOD, FLORIDA 32779
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            2004 STOCK INCENTIVE PLAN
                            (FULL TITLE OF THE PLAN)

                               MICHAEL S. PAGNANO
                                    PRESIDENT
                       2139 WEST STATE ROAD 434, SUITE 101
                            LONGWOOD, FLORIDA  32779
               (NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)
                                 (407) 331-6272
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
                                         -------------------------------
TITLE  OF  SECURITIES     AMOUNT  TO  BE        PROPOSED  MAXIMUM       PROPOSED MAXIMUM         AMOUNT  OF
TO  BE  REGISTERED        REGISTERED            OFFERING PRICE          OFFERING                 REGISTRATION
                                                PER  SHARE              PRICE  (1)               FEE
Common  Stock,
$.001  par  value        150,000,000  (2)       $.0091                  $1,365,000               $172.94
1.     This  calculation  is  made  solely  for  the purposes of determining the
registration  fee pursuant to the provisions of Rule 457(c) under the Securities
Act  of  1933,  as amended, and is calculated on the basis of the average of the
high  and  low prices per share of the common stock reported on the OTC Bulletin
Board  as  of  February  9,  2005, a date within five business days prior to the
filing  of  this  registration  statement.

2.     These 150,000,000 shares have been duly authorized for issuance under the
Registrant's  2004  Stock  Incentive  Plan.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents  filed  with  the  United  States  Securities and
Exchange  Commission  (the  "Commission")  by  us  are  incorporated  herein  by
reference  as  of  their  respective  dates:

     REPORT  ON  FORM          DATE  FILED          FOR  THE  PERIOD  ENDED

     10-KSB               April  14,  2004          December  31,  2003
     12b-25               May,  14,  2004           March  31,  2004
     10-QSB               May  24,  2004            March  31,  2004
     12b-25               August  16,  2004         June  30,  2004
     10-QSB               August  24,  2004         June  30,  2004
     10-KSB/A             September  30,  2004      December  31,  2003
     12b-25               November  15,  2004       September  30,  2004
     10-QSB               November  22,  2004       September  30,  2004
     8-K                  November  30,  2004       NA
     8-K/A                December  6,  2004        NA
     8-K/A                December  8,  2004        NA
     8-K                  February  2,  2005        NA

     Our  Registration  Statement  on  Form  SB-2,  filed with the Commission on
February 3,  2005, is also incorporated herein by reference as of the date of
         ----
its  filing.

     All  documents  subsequently  filed  by  us with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after
the  date  hereof  and  prior  to the filing of a post-effective amendment which
indicates  that  all  securities  offered  have  been  sold  or  deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  and  to  be  part  hereof  from  the  date  of filing such documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.
ITEM  6.  INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

     We  are  a Delaware corporation. Section 145 of the General Corporation Law
of  the  State  of Delaware (the "GCL") provides that a Delaware corporation has
the  power to indemnify its officers and directors in certain circumstances. Our
Certificate  of  Incorporation,  as amended, and Bylaws, as amended, provide for
such indemnification to the fullest extent permitted by the GCL. In addition, we
have  agreed  to  indemnify  our directors and executive officers to the fullest
extent  permitted  by the GCL. We also have agreed that, in the event we are not
able  to  indemnify  our  directors  and  executive  officers  (other  than  for
circumstances  under which such persons are not entitled to indemnification), we
shall  contribute  to  the  amount  of  expenses  (including  attorneys'  fees),
judgments,  fines  and  settlement  amounts  paid  or  to  be paid by any of our
directors  or  executive  officers  we  and  such  person  are  jointly  liable.

     Subsection  (a)  of  Section  145  of  the  GCL  empowers  a corporation to
indemnify  any director or officer, or former director or officer, who was or is
a  party  or  is  threatened  to  be  made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than  an  action  by or in the right of the corporation),
against  expenses (including attorneys' fees), judgments, fines and amounts paid
in  settlement  actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a  manner  reasonably  believed to be in or not opposed to the best interests of
the  corporation,  and,  with  respect  to  any  criminal  action or proceeding,
provided  that  such director or officer had not reasonable cause to believe his
or  her  conduct  was  unlawful.

     Subsection  (b)  of  Section  145  empowers  a corporation to indemnify any
director  or officer, or former director or officer, who was or is a party or is
threatened  to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason  of  the  fact  that such person acted in any of the capacities set forth
above,  against  expenses  (including  attorneys'  fees) actually and reasonably
incurred  in  connection  with  the defense or settlement of such action or suit
provided  that  such  director  or  officer  acted in good faith and in a manner
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such director or officer shall have been adjudged to
be  liable  to  the  corporation unless and only to the extent that the Court of
Chancery  or  the  court  in  which such action was brought shall determine that
despite  the  adjudication  of  liability such director or officer is fairly and
reasonably  entitled  to  indemnity for such expenses which the court shall deem
proper.

     Section  145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred  to in subsections (a) and (b) or in the defense of any claim, issue or
matter  therein,  he  or  she  shall  be indemnified against expenses (including
attorneys'  fees)  actually  and reasonably incurred by him or her in connection
therewith;  that indemnification provided for by Section 145 shall not be deemed
exclusive  of  any  other rights to which the indemnified party may be entitled;
and  empowers  the corporation to purchase and maintain insurance on behalf of a
director  or  officer  of the corporation against any liability asserted against
him  or her or incurred by him or her in any such capacity or arising out of his
or  her  status  as  such whether or not the corporation would have the power to
indemnify  him  or  her  against  such  liabilities  under  Section  145.
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by  reference.

     The  undersigned  registrant  hereby  undertakes to submit the Plan and any
amendments  thereto  to  the  Internal  Revenue Services (the "IRS") in a timely
manner  and  will  make  all changes required by the IRS in order to qualify the
Plan.

ITEM  9.  UNDERTAKINGS.

     (a)  The  undersigned  registrant  hereby  undertakes:

          (1)     To  file, during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:

          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933,  as  amended  (the  "Securities Act");

          (ii) To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the registration statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  registration  statement.
               Notwithstanding the foregoing, any increase of decrease in volume
               of  securities  offered  (if the total dollar value of securities
               offered  would  not  exceed  that  which  was registered) and any
               deviation  from  the  low  or  high  end of the estimated maximum
               offering  range  may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20 percent
               change  in  the maximum aggregate offering price set forth in the
               "Calculation  of  Registration  Fee"  table  in  the  effective
               registration  statement;
(iii)  To  include  any  material  information  with  respect  to  the
               plan of distribution not previously disclosed in the registration
               statement  or  any  material  change  to  such information in the
               registration  statement;  provided,  however,  that subparagraphs
               (a)(1)(i)  and  (a)(1(ii)  do  not  apply  if  the  registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3,  and the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or 15(d) of the Securities Exchange Act of 1934 that
               are  incorporated  by  reference  in  the registration statement.

          (2)     That,  for  the purpose of determining any liability under the
Securities  Act of 1933 each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3)      To  remove  from  registration,  by means of a post-effective
amendment,  any  of  the  securities being registered which remain unsold at the
termination  of  the  offering.

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

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

     THE REGISTRANT. Pursuant to the requirements of the Securities Exchange Act
of 1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration  Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Longwood, and State of Florida, on this 14th day
of  February  2005.

                                        WORLD  GOLF  LEAGUE,  INC.

                                        BY: /s/ MICHAEL  S.  PAGNANO
                                             PRESIDENT
POWER OF ATTORNEY

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and  appoints  Michael  S.  Pagnano  as  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and revocation, for
him  and in his, place and stead, in any and all capacities, to sign any and all
amendments  (including post-effective amendments) to this Registration Statement
and  to  file  the  same,  with  all  exhibits  thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and  every  act  and  thing  requisite  and  necessary  to be done in connection
therewith,  as  fully  to  all  intents  and purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agents  may  lawfully  do  or  cause  to  be  done  by  virtue  hereof.
SIGNATURE                           TITLE                                               DATE
/s/  Michael  S.  Pagnano           President  (Principal  Executive  Officer)          February  11,  2005
--------------------------          and  Director
Michael  S.  Pagnano

/s/Michael S. Pagnano                Principal  Accounting  Officer,                    February  11,  2005
-------------------------            Principal  Financial  Officer
Michael  S.  Pagnano

/s/  King  Simmons                   Director                                           February  11,  2005
------------------------
King  Simmons
EXHIBIT INDEX

                             WORLD GOLF LEAGUE, INC.

                            2004 STOCK INCENTIVE PLAN

EXHIBIT  NO.              EXHIBIT

4                         2004  Stock  Incentive  Plan

5                         Opinion  of  Rocke,  McLean  &  Sbar,  P.A.

23.1                      Consent of Ham Langston & Brezina, LLC., Certified
                          Public Accountants

23.2                      Consent  of Rocke, McLean & Sbar, P.A.(contained in
                          Exhibit  5  hereto)

24                        Power  of  Attorney relating to subsequent amendments
                          (included  on  the  signature  page  to  this
                          Registration  Statement)
EXHIBIT 4

                             WORLD GOLF LEAGUE, INC.
                            2004 STOCK INCENTIVE PLAN

                                TABLE OF CONTENTS
                                -----------------

                                                                 Page

Section  1.     Purpose  1                                    .     2

Section  2.     Definition                                          2

Section  3.     Administration                                      5

Section  4.     Shares  Subject  to  the  Plan                      6

Section  5.     Eligibility                                         7

Section  6.     Stock  Options                                      7

Section  7.     Stock  Appreciation  Right                         10

Section  8.     Restricted  Stock                                  12

Section  9.     Performance  Awards                                13

Section  10.    Other  Stock  Unit  Awards                         14

Section  11.    Termination  of  Awards                            14

Section  12.    Transferability  of  Awards                        15

Section  13.    Change  in  Control                                16

Section  14.    Amendments  and  Termination                       18

Section  15.    General  Provisions                                18

Section  16.    Term  of  Plan                                     20
WORLD GOLF LEAGUE, INC.
                            2004 STOCK INCENTIVE PLAN

     World  Golf  League,  Inc.,  a Delaware corporation (the "Company"), hereby
establishes  World  Golf  League,  Inc.  2004 Stock Incentive Plan (the "Plan"),
effective  as  of  the  Effective  Date.

     SECTION  1.  PURPOSE.  The purposes of the Plan are to encourage directors,
officers,  employees, consultants and advisors of the Company and its Affiliates
to  acquire  an  ownership interest in the growth and performance of the Company
and  to  increase their incentive to contribute to the Company's future success,
thus  enhancing  the  value  of the Company for the benefit of stockholders, and
enhancing  the  ability  of the Company and its Affiliates to attract and retain
individuals  upon whom, in large measure, the progress, growth and profitability
of  the  Company  depends.

     SECTION  2.  DEFINITIONS.  The  following terms have the meanings set forth
below:

     "AFFILIATE"  means  any  Person  that  directly,  or  through  one  or more
intermediaries,  controls, or is controlled by, or is under common control with,
the  Company.

     "AWARD"  means  any Option, SAR, Restricted Stock Award, Performance Share,
Performance  Unit  or  Other  Stock  Unit  Award.

     "AWARD  AGREEMENT" means the written agreement or instrument by which every
Award  is  evidenced.

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

     "CODE"  means  the  Internal  Revenue Code of 1986, as amended from time to
time.  References  to  a  specific  section  of the Code shall also refer to any
successor  provision,  and  any  regulations  promulgated  under such section or
successor  provision.

     "COMMITTEE"  means  the  Stock  Option  Committee  of  the  Board.

     "COMPANY"  means  The  World  Golf  League,  Inc.,  a Delaware corporation.

     "EFFECTIVE  DATE" means January 19, 2005, the date this Plan was adopted by
the  Board; provided, however, that if the Plan is not approved by a majority of
the  stockholders present and voting at an annual meeting of the stockholders of
the  Company on or before January 19, 2006, this Plan shall not be effective and
this  Plan  and  any  Award  theretofore  made  under  this  Plan shall be void.

     "EMPLOYEE"  means any officer, director, employee, consultant or advisor of
the  Company  or  of  any  Affiliate,  provided,  however  that in order for any
consultant  or  advisor  to  receive any Award hereunder, (a) such consultant or
advisor  must (i) be a natural person and (ii) provide bona-fide services to the
Company  and (b) such services shall not (i) be in connection with the Company's
sale  of  securities  in  a  capital-raising  transaction  or  (ii)  directly or
indirectly promote or maintain a maintain a market for the Company's securities.
"EXCHANGE  ACT"  means  the  Securities  Exchange  Act  of  1934.

     "FAIR  MARKET  VALUE" means, with respect to a Share, (i) the closing price
of  the  Shares  on  the  NYSE or any other national stock exchange on which the
Shares  are  then  traded,  or  if  no  such  reported sale of Shares shall have
occurred  on  such  date,  on  the next preceding date on which there was such a
reported  sale;  or  (ii) if the Shares are not listed for trading on a national
securities  exchange or authorized for quotation on the NYSE, the average of the
closing bid and asked prices as reported by the NASD or, if no such prices shall
have  been  reported  for  such  date, on the next preceding date for which such
prices  were  so  reported.

     "INCENTIVE  STOCK  OPTION" means an Option granted pursuant to Section 6(h)
that  is  intended  to  meet  the  requirements  of  Section  422  of  the Code.

     "INCLUDING"  means  including  without  limitation.

     "LIMITED RIGHT" means an SAR which is exercisable only for a limited period
after  a  Change  in  Control  as  provided  in  Section  7(f).

     "MATURE  SHARES"  means  Shares to which the holder thereof has good title,
free  and  clear of all liens and encumbrances, and which such holder either (i)
has  held  for  at  least  six  months or (ii) has purchased on the open market.

     "NONSTATUTORY  STOCK  OPTION"  means  an  Option  granted  to a Participant
pursuant  to  Section  6  that  is not intended to be an Incentive Stock Option.

     "NASD"  means  the  National  Association  of  Securities  Dealers.

     "NYSE"  means  the  New  York  Stock  Exchange.

     "OPTION"  means  any right granted to a Participant under the Plan allowing
such  Participant  to  purchase  Shares  at such price or prices and during such
period  or  periods  as  the  Committee  shall  determine.

     "OPTIONEE"  means  any Participant to whom an Option has been granted under
the  Plan.

     "OPTION  PRICE"  means the per share purchase price of Shares subject to an
Option.

     "OTHER  STOCK  UNIT  AWARD" means any right granted to a Participant by the
Committee  pursuant  to  Section  10.

     "PARTICIPANT" means an Employee who is selected by the Committee to receive
an  Award  under  the  Plan.
"PERFORMANCE  AWARD"  means  any Award of Performance Shares or Performance
Units  pursuant  to  Section  9.

     "PERFORMANCE  PERIOD" means that period established by the Committee at the
time any Performance Award is granted or at any time thereafter during which any
performance  goals  specified by the Committee with respect to such Award are to
be  measured.

     "PERFORMANCE  SHARE" means any grant pursuant to Section 9 of a unit valued
by  reference  to  a designated number of Shares, which value may be paid to the
Participant  by  delivery  of  such  property  as the Committee shall determine,
including  cash,  Shares,  or  any combination thereof, upon achievement of such
performance goals during the Performance Period as the Committee shall establish
at  the  time  of  such  grant  or  thereafter.

     "PERFORMANCE  UNIT"  means any grant pursuant to Section 9 of a unit valued
by  reference  to a designated amount of property other than Shares, which value
may  be  paid  to  the Participant by delivery of such property as the Committee
shall  determine,  including  cash,  Shares,  or  any  combination thereof, upon
achievement  of  such  performance  goals  during  the Performance Period as the
Committee  shall  establish  at  the  time  of  such  grant  or  thereafter.

     "PERMITTED  TRANSFEREE" means, in respect of any Participant, any member of
the  Immediate Family of such Participant, any trust of which all of the primary
beneficiaries are such Participant or members of his or her Immediate Family, or
any  partnership of which all of the partners are such Participant or members of
his  or  her Immediate Family. The "IMMEDIATE FAMILY" of a Participant means the
Participant's  spouse,  children,  stepchildren,  grandchildren,  parents,
stepparents,  siblings,  grandparents,  nieces  and  nephews.

     "PERSON"  means any individual, corporation, partnership, limited liability
company,  association,  trust,  unincorporated  organization,  or  government or
political  subdivision  thereof.

     "RESTRICTED  STOCK"  means  any  Share issued with the restriction that the
holder  may not sell, transfer, pledge, or assign such Share and with such other
restrictions as the Committee, in its sole discretion, may impose (including any
restriction  on  the right to vote such Share, and the right to receive any cash
dividends),  which  restrictions  may lapse separately or in combination at such
time  or  times,  in  installments  or  otherwise, as the Committee may specify.

     "RESTRICTED  STOCK  AWARD"  means  an Award of Restricted Stock pursuant to
Section  8.

     "SAR"  means  any  right  granted to a Participant pursuant to Section 7 to
receive,  upon  exercise  by  the  Participant, an amount equal to the number of
Shares  with  respect  to which the right is granted multiplied by the excess of
(i)  the  Fair  Market  Value  of  one  Share on the date of exercise or, if the
Committee  shall  so  determine  in  the  case  of any such right other than one
related  to  any  Incentive  Stock Option, at any time during a specified period
before the date of exercise, over (ii) the grant price of the right as specified
by  the  Committee.
"SHARES"  means  shares  of  the  common  stock  of  the  Company.

     SECTION  3.  ADMINISTRATION.

     (a)  GENERAL.  The Plan is administered by the Committee. A majority of the
members of the Committee may determine its actions and fix the time and place of
its  meetings. The Committee may appoint agents (who may be Employees) to assist
in  the  administration  of  the Plan, and may authorize such persons to execute
agreements or other documents on its behalf. No member of the Committee shall be
liable  for  any  action  or  determination made with respect to the Plan or any
Award.

     (b)  POWER  AND AUTHORITY OF COMMITTEE. The Committee shall have full power
and authority, in its sole discretion subject to the provisions of the Plan, to:

          (i)  determine  the  Employees to whom Awards may from time to time be
granted;

          (ii)  determine  the  type  or  types  of  Award to be granted to each
Participant;

          (iii)  determine the number of Shares or other amount to be covered by
each  Award,  subject  to  the  limitations  of  Section  4.

          (iv)  determine  the  terms  and conditions, not inconsistent with the
provisions  of  the  Plan,  of  any  Award;

          (v)  determine  whether,  to  what extent and under what circumstances
Awards  may  be  settled  in  cash,  Shares  or  other  property  or canceled or
suspended;

          (vi)  determine  whether,  to  what  extent  and  on  what  terms  and
conditions  cash,  Shares  and  other  property  and  other amounts payable with
respect  to  an Award under this Plan shall be deferred, either automatically or
at  the  election  of  the  Participant;

          (vii)  determine  the  existence or nonexistence of any fact or status
relevant to Awards or the rights of Participants thereunder, including whether a
Termination  of  Employment  occurs  by  reason  of  cause, retirement, death or
disability;

          (viii)  construe  and interpret the Plan, any Award Agreement, and any
other  instrument  or  agreement  entered  into  under  the  Plan;

          (ix)  adjust performance award criteria or the terms and conditions of
other  Awards  in  recognition  of  unusual or nonrecurring events affecting the
Company  or  its financial statements or changes in applicable laws, regulations
or  accounting  principles;

          (x)  make such other determinations and waive such requirements as may
be  required  or permitted by Sections 6, 7, 8, 9, 10 and 11 or other provisions
of  the  Plan;
(xi)  administer  the  Plan  and establish such rules and regulations,
approve  and  prescribe  such  forms,  and  appoint such agents as it shall deem
appropriate  for  the  proper  administration  of  the  Plan;

          (xii)  correct  any  defect,  supply  any  omission  or  reconcile any
inconsistency  in the Plan or any Award in the manner and to the extent it shall
deem  desirable  to  carry  it  into  effect;

          (xiii) make any other determination and take any other action that the
Committee  deems  necessary  or  desirable  for  administration  of  the  Plan.

     In  making  such  determinations, the Committee may take into consideration
the  value of the services rendered by the respective individuals, their present
and potential contributions to the success of the Company and its Affiliates and
such  other  factors  which the Committee may deem relevant in accomplishing the
purposes  of the Plan. The Committee's determinations under the Plan need not be
uniform.  The  Committee  may make such determinations selectively among persons
who receive, or are eligible to receive, Awards (whether or not such persons are
similarly  situated). Decisions of the Committee shall be final and binding upon
all  Persons.

     SECTION  4.  SHARES  SUBJECT  TO  THE  PLAN.

     (a)  AGGREGATE LIMIT. Subject to adjustment as provided in Section 15(h), a
total  of 150,000,000 Shares are reserved for grant pursuant to Awards under the
Plan.  Any  Shares  issued  hereunder  may  consist,  in  whole  or  in part, of
authorized  and  unissued  Shares  or  treasury  Shares. Shares shall be charged
against  the  foregoing  limit  upon  the  grant  of  each  Award  (other than a
Performance  Unit  or  Other  Stock Unit not denominated in Shares), but if such
Shares  are  thereafter forfeited or such Award otherwise terminates without the
issuance  of  such  Shares or of other consideration in lieu of such Shares, the
Shares  so forfeited or related to the terminated portion of such Award shall be
restored  to  the  foregoing limit and shall again be available for Awards under
the  Plan.  If  Shares  are  applied to pay the Option Price upon exercise of an
Option  or  to  pay federal, state and local taxes upon exercise of an Option or
other receipt of payment under an Award, the Shares so applied shall be added to
the  foregoing  limit  and  shall  be  available  for  Awards  under  the  Plan.

     (b)  INDIVIDUAL  ANNUAL  LIMITS.  Awards  to  any one individual in any one
calendar  year  are  subject  to  the  following  limits:

          (i)  OPTIONS.  The  maximum  number  of  Shares  with respect to which
Options  may be granted during a calendar year to any Participant is 40,000,000;

          (ii)  SARS.  The  maximum  number of SARs that may be granted during a
calendar  year  to  any  Participant  is  1,000,000;

          (iii) AGGREGATE OPTIONS AND SARS. The sum of the number of Shares with
respect  to  which  Options  may  be  granted and the number of SARs that may be
granted  in  total  during a calendar year to any Participant is 40,000,000; and
(iv) OTHER SHARE-DENOMINATED AWARDS. The maximum number of Shares with
respect  to  which  Restricted  Stock, Performance Shares, and Other Stock Units
denominated  in  Shares  in  total  may be granted during a calendar year to any
Participant  is  40,000,000.

     SECTION  5.  ELIGIBILITY.  The  Committee  may grant Awards to any Employee
(excluding  any  member  of the Committee). An Employee may be granted more than
one Award, but only on the terms and subject to the restrictions hereinafter set
forth.

     SECTION  6.  STOCK  OPTIONS.

     (a)  ISSUANCE. The Committee may grant Options to Participants either alone
or  in  addition  to  other  Awards  granted  under  the  Plan.

     (b)  AWARD AGREEMENTS. Each Option shall be evidenced by an Award Agreement
in  such  form as the Committee may from time to time approve. The Committee may
require  that  any  Participant  shall,  as  consideration  for the grant of the
Option,  agree  in  writing  to remain in the employ of the Company or of one of
Affiliates,  at  the  pleasure of the Company or of such Affiliate, for at least
one  year  from  the  date  of  the  granting  of  such  Option or until earlier
termination  of the Participant's employment effected or approved by the Company
or by such Affiliate, in which event if the Participant violates such agreement,
any  Options  still  held  by  such  person  at the time of such violation shall
automatically terminate. The Committee may waive this requirement in the case of
any  Participant.  Any  Option  shall also be subject to the following terms and
conditions  and  to  such additional terms and conditions, not inconsistent with
the  provisions  of  the  Plan,  as  the  Committee  shall  deem  desirable.

     (c)  DATE OF GRANTING OF OPTIONS. The date of grant of all Options shall be
the  date  designated by the Committee as the date of grant, provided that in no
event  shall  the  date of grant be earlier than the date on which the Committee
approves  the  grant.

     (d)  OPTION  PRICE.  The  Option Price per Share shall be determined by the
Committee  in  its  sole discretion; provided that the Option Price shall not be
less  than  100% of the Fair Market Value of a Share on the date of the grant of
the  Option.

     (e)  OPTION PERIOD. The term of each Option shall be fixed by the Committee
in  its  sole discretion and set forth in the Award Agreement, provided that the
Option  and  any related SAR shall not be exercisable after the expiration of 10
years  from  the  date  the  Option  was  granted.

     (f)  EXERCISABILITY.  Options  shall  be  exercisable  either in full or in
installments  at  such  time  or  times  as  determined  by  the Committee at or
subsequent  to  grant,  and  set forth in the Award Agreement; provided that the
Committee  may  in its sole discretion subsequent to grant waive any restriction
on  the  exercise  of  an  Option.

     (g)  METHOD  OF  EXERCISE.  An Option shall be exercised by the delivery to
the  Company (or an agent of the Company) during the period in which such Option
is  exercisable  of  (x)  written notice of exercise in a form acceptable to the
Committee  for a specific number of Shares subject to the Option and (y) payment
in  full  of the Option Price of such specific number of Shares. Payment for the
Shares  with  respect  to which an Option is exercised may be made by any one or
more  of  the  following  means:
(i)  cash,  negotiable  personal  check  or electronic funds transfer;

          (ii)  the  Committee in its sole discretion may permit payment through
tender  of  Mature  Shares,  valued  at  their  Fair Market Value on the date of
exercise;  provided that the Committee may impose whatever restrictions it deems
necessary  or  desirable  with  respect  to  such  method  of  payment;

          (iii)  the  Committee  in  its  sole  discretion may permit payment by
submitting  acceptable certification to the Committee of the ownership of Mature
Shares,  valued  at  their  Fair  Market Value on the date of exercise; in which
event  the  Shares  issued  to  the  Optionee  for  the portion of any Option so
exercised  by  shall not exceed the number of Shares covered by the such portion
of  the  Option  less  the  number  of  Shares  for  which proof of ownership is
submitted  in  full  or  partial  payment;  or

          (iv)  the  Committee in its sole discretion may permit payment through
the  sale  of  the  Shares  acquired  on  exercise  of  the  Option  through  a
broker-dealer  to  whom  the  Optionee  has  submitted  an irrevocable notice of
exercise  and  irrevocable  instructions  to deliver promptly to the Company the
amount  of  sale  or  loan  proceeds sufficient to pay for such Shares, together
with,  if  requested  by  the  Committee, the amount of federal, state, local or
foreign  withholding  taxes  payable  by  Optionee  by  reason of such exercise.

     (h)  INCENTIVE  STOCK  OPTIONS. At the time of the grant of any Option, the
Committee  may  designate  in  the  Award Agreement that such Option shall be an
Incentive  Stock  Option,  which  shall  be  subject  to the following terms and
conditions.

          (i)  OPTION  TERM.  The  term  of  an Incentive Stock Option shall not
exceed 10 years (five years in the case of a 10% Owner) from the grant date, and
shall  be  subject  to  earlier  termination  as  provided in the Plan or in the
applicable  Award  Agreement.

          (ii) OPTION PRICE. The Option Price of an Incentive Stock Option shall
(1)  not  be  less  than  100% of the Fair Market Value on the grant date of the
Shares  subject  to  the  Option, or (2) in the case of a 10% Owner, not be less
than  110%  of  the Fair Market Value on the Grant Date of the Shares subject to
the  Options.

          (iii)  $100,000  LIMIT. The aggregate Fair Market Value (determined as
of  the  time  of  grant)  of  the  Shares with respect to which Incentive Stock
Options held by any Participant which are exercisable for the first time by such
Participant during any calendar year under the Plan (and under any other benefit
plans  of the Company or of any parent or subsidiary corporation of the Company)
shall  not exceed $100,000 or, if different, the maximum limitation in effect at
the  time  of  grant  under  Section 422 of the Code. To the extent the $100,000
Limit  is  exceeded,  such  Option  shall  be  deemed to be a Nonstatutory Stock
Option.
(iv)  GRANT  DATE. Each Incentive Stock Option shall be granted within
10  years  from the earlier of the date the Plan is adopted or the date the Plan
is  approved  by  the  stockholders  of  the  Company.

          (v)  DISQUALIFYING  DISPOSITION.  Each  Incentive  Stock  Option shall
require  the  holder  of  Shares  issued  upon  exercise of such Incentive Stock
Options  to  notify  the  Committee  of any disposition of such Shares under the
circumstances  described  in  Section  421(b)  of  the Code (relating to certain
disqualifying  dispositions),  within  10  days  of  such  disposition.

          (vi) NONTRANSFERABILITY. Notwithstanding Section 12, a Participant may
not  transfer  an  Incentive  Stock  Option otherwise than upon death by will or
under  the  applicable  laws  of descent and distribution or by designation of a
beneficiary  pursuant  to  Section  12(a);  and  during  the  lifetime  of  the
Participant  only  the  Participant  may  exercise  an  Incentive  Stock Option.

          (vii)  OTHER  REQUIREMENTS.  The  terms  of any Incentive Stock Option
shall  comply  in  all  respects with the provisions of Section 422 of the Code.

          (viii)  OTHER  TERMS  AND  CONDITIONS. Except as otherwise provided in
this  subsection,  all the provisions of the Plan shall apply to Incentive Stock
Options.

     (i)  FORM OF SETTLEMENT. In its sole discretion, the Committee may provide,
at  the  time  of  grant, that the Shares to be issued upon an Option's exercise
shall  be  in  the  form of Restricted Stock or other similar securities, or may
reserve  the  right  so  to  provide  after  the  time  of  grant.

     (j)  DISCRETIONARY  SHARE WITHHOLDING. The Committee in its sole discretion
may  provide  that when taxes are to be withheld in connection with the exercise
of  an  Option  by  delivering  Shares  in  payment of the exercise price, or an
exercise  of  an  SAR for stock, or upon the lapse of restrictions on Restricted
Stock  received  upon the exercise of an Option (the date on which such exercise
occurs  or  such  restrictions lapse hereinafter referred to as the "Tax Date"),
the Optionee may elect to make payment for the withholding of federal, state and
local  taxes,  including  Social Security and Medicare ("FICA") taxes, up to the
Optionee's  marginal  tax  rate,  by  one  or  both  of  the  following methods:

          (i)  delivering  part or all of the payment in previously-owned Mature
Shares  (which  shall  be  valued  at  their Fair Market Value on the Tax Date);

          (ii)  requesting  the Company to withhold from those Shares that would
otherwise  be  received upon exercise of the Option, upon exercise of an SAR for
stock, or upon the lapse of restrictions on Restricted Stock, a number of Shares
having  a  Fair Market Value on the Tax Date equal to the amount to be withheld.

     The  Committee  in  its  sole discretion may provide that the amount of tax
withholding to be satisfied by withholding Shares from the Option exercise shall
be  the  minimum  amount of taxes, including FICA taxes, required to be withheld
under  federal,  state  and  local  law, or shall be the entire amount of taxes,
including  FICA  taxes, required to be paid by Optionee under federal, state and
local  law.  An  election  by Optionee under this subsection is irrevocable. Any
fractional  share  amount  and  any  additional  withholding  not  paid  by  the
withholding  or  surrender of Shares must be paid in cash. If no timely election
is  made,  cash  must  be delivered to satisfy all tax withholding requirements.
SECTION  7.  STOCK  APPRECIATION  RIGHTS.

     (a)   ISSUANCE.  The  Committee may grant SARs to Participants either alone
or  in  addition to other Awards granted under the Plan. Such SARs may, but need
not,  be  granted  in connection with a specific Option granted under Section 6.
Any  SAR  related to a Nonstatutory Stock Option may be granted at the same time
such  Option  is granted or at any time thereafter before exercise or expiration
of  such Option. Any SAR related to an Incentive Stock Option must be granted at
the  same  time such Option is granted. The Committee may impose such conditions
or  restrictions  on  the  exercise  of  any  SAR  as it shall deem appropriate.

     (b)  AWARD  AGREEMENTS.  Any  SAR  granted  to a Participant under the Plan
shall  be  evidenced  by  an  Award Agreement in such form and the Committee may
approve  and shall contain such terms and conditions not inconsistent with other
provisions  of  the  Plan  as  shall  be  determined  from  time  to time by the
Committee.

     (c)  GRANT  PRICE.  The  grant  price  of  a SAR shall be determined by the
Committee  in  its  sole  discretion; provided that the grant price shall not be
less  than the lesser of 100% of the Fair Market Value of a Share on the date of
the grant of the SAR, or the Option Price under the Nonstatutory Stock Option to
which  the  SAR  relates.

     (d)  EXERCISE  AND PAYMENT. Upon the exercise of SARs, an Optionee shall be
entitled  to  receive the value thereof. The Fair Market Value of a Share on the
date  of  exercise  of  SARs  shall be determined in the same manner as the Fair
Market  Value  of  a Share on the date of grant of an Option is determined. SARs
shall  be  deemed  exercised  on  the  date written notice of exercise in a form
acceptable  to the Committee is received by the Secretary of the Company. Unless
the  Award  Agreement  provides  otherwise  or  reserves to the Committee or the
Participant  or  both the right to defer payment, the Company shall make payment
in  respect  of  any  SAR within five days of the date the SAR is exercised. Any
payment  by  the  Company in respect of a SAR may be made in cash, Shares, other
property,  or any combination thereof, as the Committee, in its sole discretion,
shall  determine.

     (e)  GRANT  OF  LIMITED  RIGHTS.

          (i) The Committee in its sole discretion may grant Limited Rights upon
or  after  the  grant  of any Option under the Plan. Each Limited Right shall be
identified  with  a  share  of  Stock  subject to an Option of the Optionee. The
number  of Limited Rights granted to a Optionee shall equal the number of Shares
subject  to  the  Option with which such Limited Rights are identified. Upon the
exercise,  expiration, termination, forfeiture, or cancellation of an Optionee's
Option,  the  Optionee's  associated  Limited  Rights  shall  terminate.

          (ii)  Limited Rights shall become exercisable upon the occurrence of a
Change of Control. Limited Rights shall be exercised by delivery to the Company,
within  90  days  after the date of such Change of Control, of written notice of
intent to exercise specific Limited Rights. The exercise of Limited Rights shall
result  in  the  cancellation  of  the Option with which such Limited Rights are
identified,  to  the  extent  of  such  exercise.
(iii)  The  Company  shall notify all Optionees of the occurrence of a
Change  of Control promptly after its occurrence, but any failure of the Company
so  to  notify  shall  not  deprive any Optionee of any rights that accrued as a
result  of  a  Change  of  Control. Any such failure of the Company shall, if an
Optionee  does not otherwise know of the Change of Control, automatically extend
the  90-day period specified above until 90 days after the Company notifies such
Optionee  or  such  Optionee  otherwise  knows  of  the
Change  of  Control,  whichever first occurs, but in no event beyond the maximum
term  of  the  identified  Option  specified  in the applicable Award Agreement.

          (iv)  Within  five  business  days  after  the exercise of any Limited
Rights,  the  Company  shall  pay  to  the  Optionee,  in  cash (except that the
Committee  may  cause  the Company to pay such amount in Shares if it determines
that  a  payment in cash would cause transaction to be ineligible for pooling of
interests  accounting), an amount equal to the difference between (A) the Change
of  Control  Value,  and  (B)  the  Option  Price  of  the  Option.

          (v)  "Change  of  Control  Value" means the greater of (A) the highest
Fair Market Value of a Share during the 180-day period preceding the date of the
Company's  receipt  of  notice  of  exercise  of Limited Rights, or (B) the cash
amount  (or  fair  cash  value,  as  determined  by  the  Committee  in its sole
discretion,  of consideration other than cash), payable in respect of a Share to
holders  of  Shares  in  connection  with  the  Change  of  Control.

     (g)  OTHER  LIMITATIONS.  The  Committee  may  at any time impose any other
limitations upon the exercise of SARs which, in the Committee's sole discretion,
are necessary or desirable in order for Participants to qualify for an exemption
from  Section  16(b)  of  the  Exchange  Act.

     SECTION  8.  RESTRICTED  STOCK.

     (a)  ISSUANCE.  The  Committee  may  issue  Restricted  Stock  Awards  to
Participants, for no cash consideration or for such minimum consideration as may
be  required  by  applicable  law,  either  alone or in addition to other Awards
granted under the Plan. The granting of Restricted Stock shall take place on the
date  the  Committee  determines  to  grant  the  Restricted  Stock.

     (b)  REGISTRATION.  Any Restricted Stock may be evidenced in such manner as
the  Committee  in  its  sole  discretion  shall  deem  appropriate,  including
book-entry  registration  or issuance of a stock certificate or certificates. In
the  event  any  stock  certificate is issued in respect of shares of Restricted
Stock  awarded  under the Plan, such certificate shall be registered in the name
of  the  Participant,  shall  bear an appropriate legend referring to the terms,
conditions,  and  restrictions  applicable  to  such Award, and shall be held in
escrow  by  the  Company.  The Participant shall execute a stock power or powers
assigning the Shares of Restricted Stock back to the Company, which stock powers
shall  be  held  in  escrow  by  the  Company  and used only in the event of the
forfeiture  of  any  of  the  Shares  of  Restricted  Stock.
(c)  FORFEITURE.  Except  as  otherwise  determined  by  the  Committee, no
Restricted  Stock  shall  become  free  of restrictions prior to the date of the
first  anniversary  of  the  grant of the Restricted Stock. Unrestricted Shares,
evidenced  in  such  manner  as  the  Committee shall deem appropriate, shall be
issued  to  the  Optionee  promptly  upon  lapse of the period of forfeiture, as
determined  or  modified  by  the  Committee.

     (d)  SHARE  WITHHOLDING.  The  Committee in its sole discretion may provide
that  a Participant who recognizes income under the federal income tax by reason
of  the  lapsing  of  restrictions on Shares of Restricted Stock may elect Share
withholding  pursuant  to  Section  6(j).

     SECTION  9.  PERFORMANCE  AWARDS.

     (a)  ISSUANCE.  The Committee may issue Performance Awards to Participants,
for  no  cash consideration or for such minimum consideration as may be required
by applicable law, either alone or in addition to other Awards granted under the
Plan.  Except  as  provided  in Section 13, Performance Awards will be paid only
after the end of the relevant Performance Period. Performance Awards may be paid
in  cash,  Shares,  other  property  or  any  combination  thereof,  in the sole
discretion  of  the  Committee at the time of payment. Performance Awards may be
paid  in  a  lump  sum or in installments following the close of the Performance
Period  or,  in  accordance  with  procedures established by the Committee, on a
deferred  basis.

     (b)  PERFORMANCE  MEASURES.  Unless  and  until  the Committee proposes for
stockholder  vote  and  stockholders approve a change in the general performance
measures  set forth in this Section, the attainment of which shall determine the
degree  of  payout  and/or  vesting  with  respect  to  Awards,  the performance
measure(s) to be used for purposes of such Awards shall be chosen from among the
following:

          (i)  Earnings  either in the aggregate or on a per-share basis, before
or  after  taxes,  before  or after depreciation and amortization, and before or
after  interest  expense;

          (ii)  Net  income  (before  or  after  taxes);

          (iii) Operating income;

          (iv)  Cash flow;

          (v)   Return measures (including return on assets, equity, or sales);

          (vi)  Share  price  (including  growth  measures and total stockholder
return  or  attainment by the Shares of a specified value for a specified period
of  time);

          (vii)  Reductions  in  expense  levels  in  each case where applicable
determined  either  in  a  Company-wide  basis  or in respect of any one or more
usiness  units;

          (viii)  Net  economic  value;  or
(ix)  Economic  value  added.

     The  degree of attainment of the pre-established performance goals required
for  an  Award  and the amounts of Awards may not be adjusted after the Award is
granted,  except  that  the  Committee may retain the discretion to decrease the
amount  of  an  Award.

     SECTION  10.  OTHER  STOCK  UNIT  AWARDS.

     (a)  STOCK  AND  ADMINISTRATION.  The  Committee  may grant other Awards of
Shares  and other Awards that are valued in whole or in part by reference to, or
are  otherwise  based  on,  Shares or other property ("Other Stock Unit Awards")
hereunder  to  Participants, either alone or in addition to other Awards granted
under the Plan. Other Stock Unit Awards may be paid in Shares, cash or any other
form  of property as the Committee shall determine. Subject to the provisions of
the  Plan, the Committee shall have sole and complete authority to determine the
Employees  to whom and the time or times at which such Awards shall be made, the
number of Shares to be granted pursuant to such Awards, and all other conditions
of  the Awards, which may include attainment of goals based upon the performance
measures  set  forth  in Section 9(b). The provisions of Other Stock Unit Awards
need  not  be  the  same  with  respect  to  each  recipient.

     (b)  TERMS  AND  CONDITIONS. Subject to the provisions of this Plan and any
applicable  Award Agreement, Shares subject to Awards made under this Section 10
may not be sold, assigned, transferred, pledged or otherwise encumbered prior to
the  date  on  which  the Shares are issued, or, if later, the date on which any
applicable  restriction,  performance  or deferral period lapses. Shares granted
under  this  Section  10  may  be  issued  for no cash consideration or for such
minimum  consideration  as  may  be  required  by  applicable  law.

     SECTION 11. TERMINATION OF EMPLOYMENT. Except as otherwise provided in this
Section, all Awards not vested shall terminate upon an employee's Termination of
Employment.  For purposes of this Section, a Termination of Employment occurs on
the last day on which the Participant ceases to be an employee of the Company or
an  Affiliate.

     (a)  OPTIONS  AND  SARS.

          (i) Except as otherwise provided in this Section, upon a Participant's
Termination  of  Employment,  all  Options  and  SARs not vested and exercisable
immediately  before such Termination of Employment shall terminate and no Option
or  SAR  may  be  exercised  after  such  Termination  of  Employment.

          (ii)  If  Termination  of  Employment  occurs  for a reason other than
retirement,  death,  disability or cause, Options and SARs which were vested and
exercisable  immediately  before  such  Termination  of  Employment shall remain
exercisable  for  a  period  of 90 days following such Termination of Employment
(but  not  for  more  than 10 years from the grant date of the Option) and shall
then  terminate.

          (iii)  If  Termination  of  Employment occurs by reason of retirement,
death  or  disability,  Options  and  SARs  which  were  vested  and exercisable
immediately before such Termination of Employment shall remain exercisable for a
period  of  one  year following such Termination of Employment (but not for more
than  10  years  from  the  grant  date of the Option) and shall then terminate.
(b)  RESTRICTED STOCK. Except as otherwise provided in this Section, upon a
Participant's  Termination  of  Employment, all Shares of Restricted Stock still
subject  to  restrictions  shall  be  forfeited  by  the  Participant  (and  the
Participant shall sign any document and take any other action required to assign
such  Shares  back  to  the  Company)  and  reacquired  by  the  Company.

     (c)  PERFORMANCE  AWARDS:

          (i)  If  Termination  of Employment occurs during a Performance Period
for  a reason other than retirement, disability or death, all Performance Awards
shall  be  forfeited  upon  such  Termination  of  Employment.

          (ii)  If  Termination of Employment occurs during a Performance Period
by  reason of retirement, disability or death, the Participant shall be entitled
to  payment  at or after conclusion of the Performance Period in accordance with
the  terms  of  the  Award of that portion of the Performance Award equal to the
amount  that would be payable if the Participant continued in employment for the
remainder  of  the Performance Period multiplied by a fraction, the numerator of
which is the number of days in the Performance Period preceding such Termination
of  Employment  and  the denominator of which is the total number of days in the
Performance  Period.

     (d)  WAIVER  BY COMMITTEE. Notwithstanding the foregoing provisions of this
Section, the Committee may in its sole discretion as to all or part of any Award
as to any Participant, at the time the Award is granted or thereafter, determine
that Awards shall become exercisable or vested upon a Termination of Employment,
determine  that  Awards
shall  continue to become exercisable or vested in full or in installments after
Termination  of  Employment,  extend  the period for exercise of Options or SARs
following  Termination  of  Employment (but not beyond 10 years from the date of
grant  of  the  Option  or  SAR), or provide that any Performance Award shall in
whole  or  in  part  not  be  forfeited  upon  such  Termination  of Employment.

     SECTION  12.  TRANSFERABILITY  OF  AWARDS.

     (a)  No  Award shall be transferable by the Participant otherwise than upon
death  by  will or under the applicable laws of descent and distribution; except
that  a  Participant  may,  by  written  instrument in a manner specified by the
Committee  in  the  Award  Agreement  or  thereafter,  designate  in  writing  a
beneficiary  to  exercise an Option or otherwise receive payment under any Award
after  the  death  of  the Participant. The Committee in its sole discretion may
authorize  the transfer of a Nonstatutory Stock Option for no consideration to a
Permitted  Transferee.

     (b)  Following  the  transfer  of  an Option to a Permitted Transferee, the
Permitted  Transferee  shall  have  all  of  the  rights  and obligations of the
Participant to whom the Option was granted and such Participant shall not retain
any  rights  with respect to the transferred Option, except that (i) the payment
of  any  tax  attributable  to  the  exercise  of  the  Option  shall remain the
obligation of the Participant, and (ii) the period during which the Option shall
become  exercisable  or  remain exercisable under Section 11 shall depend on the
employment  status  of  the  original  Optionee.

     (c)  If for any reason an Option or SAR is exercised by a person other than
the original Participant, or payment or distribution under any other Award is to
be  made  to a person other than the original Participant, the person exercising
or  receiving  payment or distribution under such Award shall, as a condition to
such  exercise  or  receipt,  supply  the  Committee  with  such evidence as the
Committee  may  reasonably  require to establish the identity of such person and
such  person's  right  to exercise or receive payment or distribution under such
Award.

     (d)  No  Award shall be assigned, negotiated or pledged in any way (whether
by  operation  of law or otherwise) except as permitted by Section 12(a), and no
Award  shall  be  subject  to  execution,  attachment  or  similar  process.

     SECTION  13.  CHANGE  IN  CONTROL.

     (a)  In  order  to  maintain  the  Participants' rights in the event of any
Change  in  Control  of  the  Company, as hereinafter defined, the Committee, as
constituted  before  such  Change in Control, may, in its sole discretion, as to
any  Award, either at the time an Award is made or any time thereafter, take any
one  or  more  of  the  following  actions:

          (i)  provide  for the acceleration of any time periods relating to the
exercise or realization of any such Award so that such Award may be exercised or
realized  in  full  on  or  before  a  date  fixed  by  the  Committee;

          (ii)  provide  for  the purchase of any such Award with or without the
Participant's  consent for an amount of cash equal to the amount that could have
been  attained  upon  the  exercise  of  such  Award  or  realization  of  the
Participant's  rights  had  such  Award been currently exercisable or payable or
exercisable  or  payable  during  a  stipulated  period  prior  to the Change of
Control;

          (iii)  make  such adjustment to any such Award then outstanding as the
Committee deems appropriate to reflect such Change in Control; or (iv) cause any
such  Award then outstanding to be assumed, or new rights substituted therefore,
by  the  acquiring  or  surviving  corporation after such Change in Control. The
Committee  may,  in  its  discretion,  include  such  further  provisions  and
limitations respecting a Change in Control in any Award Agreement as it may deem
equitable  and  in  the  best  interests  of  the  Company.

     (b)  A  "Change  in  Control"  shall  be  deemed  to  have  occurred  if:

          (i)  for  any  reason  at any time less than 75% of the members of the
Board  shall  be  individuals who fall into any of the following categories: (A)
individuals  who  were  members  of  the  Board  on  the  Effective Date; or (B)
individuals  whose  election,  or  nomination  for  election  by  the  Company's
stockholders  (other  than  an  election  or  nomination  of  an  individual (an
"Excluded Individual") whose initial assumption of office ins in connection with
an  actual  or  threatened  "election  contest"  relating to the election of the
directors of the Company (as such term is used in Rule 14a-11 under the Exchange
Act),  a "tender officer" (as such term is used in Section 14(d) of the Exchange
Act)  or a proposed transaction described in (iii) below) was approved by a vote
of  at  least  75%  of  the  members  of the Board then still in office who were
members  of  the  Board  on  the  Effective Date; or (C) individuals (other than
Excluded  Individuals)  whose  election,  or  nomination  for  election,  by the
Company's stockholders, was approved by a vote of at least 75% of the members of
the  Board  then still in office who were elected in the manner described in (A)
or  (B)  above;  or
(ii) any "person" (as such term is used in Sections 13(d) and 14(d)(2)
of the Exchange Act) or "group" (as such term is defined in Sections 3(a)(9) and
13(d)(3)  of  the  Exchange  Act)  shall  have  become after the Effective Date,
according to a public announcement or filing, the "beneficial owner" (as defined
in  Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the  Company representing 35% or more (calculated in accordance with Rule 13d-3)
of  the  combined  voting  power  of  the  Company's  then  outstanding  voting
securities;  or

     (iii)  the  stockholders  of  the  Company  shall  have  approved a merger,
consolidation  or  dissolution  of  the  Company,  or a sale, lease, exchange or
disposition  of all or substantially all of the Company's assets, if persons who
were  the beneficial owners of the combined voting power of the Company's voting
securities immediately before any such merger, consolidation, dissolution, sale,
lease,  exchange  or disposition do not immediately thereafter beneficially own,
directly  or indirectly, in substantially the same proportions, more than 60% of
the  combined  voting  power  of  the  corporation  resulting  from  any  such
transaction.  (c)  Notwithstanding  any  other  provision  of  the  Plan  to the
contrary,  (i)  in  the  event  that  the consummation of a Change in Control is
contingent  on  using pooling of interests accounting methodology; the Committee
may  take  any  action  necessary  to  preserve  the use of pooling of interests
accounting,  and  (ii)  if the Committee determines, in its discretion exercised
prior  to  a  sale or merger of the Company (whether or not in connection with a
Change  in  Control)  that  in  the Committee's judgment is reasonably likely to
occur,  that  the  exercise  of  Awards  would  preclude  the  use  of
pooling-of-interests  accounting ("pooling") after the consummation of such sale
or  merger  and  that  such  preclusion of pooling would have a material adverse
effect  on  such  sale or merger, the Committee may (A) unilaterally cancel such
Awards  prior  to  the sale or merger in consideration for reasonably equivalent
value,  (B)  cause the Company to pay the benefit attributable to such Awards in
the form of Shares if the Committee determines that such payment would not cause
the  transaction  to  become  ineligible  for  pooling,  (C)  defer the payment,
distribution  or  exercise  date of any Award, or (D) substitute another form of
Award  of  reasonably  equivalent  value;  in  each  case to the extent that the
Committee  determines  that such cancellation, payment, deferral or substitution
would  not  cause  the transaction to become ineligible for pooling; and only in
each case to the minimum extent reasonably necessary to cause the transaction to
become  eligible  for  pooling.

     SECTION  14.  AMENDMENTS  AND  TERMINATION.  The  Board may amend, alter or
discontinue  the Plan, but no amendment, alteration, or discontinuation shall be
made  that  would  impair the rights of a Participant under an Award theretofore
granted  without  the  Participant's  consent  except as required to comply with
securities,  tax  or  other laws. The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but no such amendment shall
adversely  affect  the  rights  of  any  Participant  without  the Participant's
consent,  except as provided in subsection 9(b) or subsection 12(c) or except as
required  to  comply  with securities, tax or other laws. The Committee may also
substitute  new  Awards for Awards previously granted to Participants, including
previously-granted  Options  having  higher  Option  prices.

     SECTION  15.  GENERAL  PROVISIONS.

     (a)  The  term  of  each  Award shall be for such period of months or years
from  the date of its grant as may be determined by the Committee; provided that
in  no event shall the term of any Option or any SAR exceed a period of 10 years
from  the  date  of  its  grant.

     (b)  No  Employee  or  Participant  shall  have any claim to be granted any
Award  under  the Plan and there is no obligation for uniformity of treatment of
Employees  or  Participants  under  the  Plan.

     (c)  The  prospective recipient of any Award under the Plan shall not, with
respect  to  such  Award, be deemed to have become a Participant, or to have any
rights  with  respect  to  such Award, until and unless the Committee shall have
executed  an Award Agreement evidencing the Award and delivered a fully executed
copy  thereof  to  the  Participant.

     (d)  Nothing  contained  in the Plan or in any Award Agreement shall confer
upon  any Participant any right with respect to continuance of employment by the
Company  or  its  Affiliates,  nor  interfere  in  any way with the right of the
Company  or  its  Affiliates to terminate the Participant's employment or change
the  Participant's  compensation  at  any  time.

     (e)  All  certificates  for Shares delivered under the Plan pursuant to any
Award  shall  be subject to such stock-transfer orders and other restrictions as
the  Committee  may  deem  advisable  under  the  rules,  regulations, and other
requirements  of the Securities and Exchange Commission, any stock exchange upon
which the Shares are then listed, and any applicable Federal or state securities
law,  and  the  Committee  may  cause  a legend or legends to be put on any such
certificates  to  make  appropriate  reference  to  such  restrictions.

     (f)  Receipt  of an Option or other Award shall not entitle any Participant
(or  Permitted  Transferee) to any rights as a shareholder of the Company unless
and  until  such  Option  has been exercised or such other Award shall have been
paid  and  the  Shares  purchased  or  paid  thereunder  shall have been issued;
provided,  however,  that:

          (i)  Subject  to  the provisions of this Plan and any Award Agreement,
the  recipient  of an Award (including any deferred Award) may, if so determined
by  the  Committee,  be  entitled  to receive, currently or on a deferred basis,
dividends  with respect to the number of Shares covered by the Award or interest
on  the  amount  of  an  Award  not  denominated  in Shares as determined by the
Committee,  in  its  sole  discretion,  and  the Committee may provide that such
amounts (if any) shall be deemed to have been reinvested in additional Shares or
otherwise  reinvested;  and

          (ii)  The  recipient  of a Restricted Stock Award shall be entitled to
all  rights  of  a  shareholder  of the Company upon issuance of such Restricted
Stock  pursuant  to  Section 8(b) except to the extent otherwise provided in the
restrictions  or  other provisions of the Award Agreement pursuant to which such
Restricted  Stock  Award  is  made.
(g)  Except  as  otherwise required in any applicable Award Agreement or by
the terms of the Plan, recipients of Awards under the Plan shall not be required
to  make  any  payment  or  provide  consideration  other  than the rendering of
services.

     (h)  In  the  event  of  any  merger,  reorganization,  consolidation,
recapitalization,  stock  dividend,  stock  split,  spin-off  or other change in
corporate  structure  affecting the Shares, such adjustment shall be made in the
aggregate  number  and class of Shares which may be delivered under the Plan, in
the  number,  class  and  option  price of Shares subject to outstanding Options
granted  under  the  Plan,  and  in  the  value of, or number or class of Shares
subject to, Awards granted under the Plan as may be determined to be appropriate
by  the  Committee,  in  its sole discretion, provided that the number of Shares
subject  to  any Award shall always be a whole number. The grant of Awards shall
not  affect  in  any  way the right or power of the Company to make adjustments,
reclassifications,  reorganizations  or  changes  in  its  capital  or  business
structure  or  to  merge or to consolidate or to dissolve, liquidate, or sell or
transfer  all  or  any  part  of  its  business  or  assets.

     (i)  The  Company  is  authorized  to  withhold  from  any Award granted or
payment  due  under  the  Plan or any other amount owing from the Company to the
Participant  (whether  or  not  for  payment  of  compensation)  the  amount  of
withholding  taxes due with respect to an Award or payment hereunder and to take
such  other  action as may be necessary in the opinion of the Company to satisfy
all  obligations  for  the  payment  of  such  taxes.  The Company shall also be
authorized  to accept the delivery of shares by a Participant in payment for the
withholding  of  federal, state and local taxes up to the Participant's marginal
tax  rates.

     (j)  The  validity,  construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of  the  State  of  Delaware.

     (k)  If  any  provision  of  this  Plan is or becomes or is deemed invalid,
illegal  or  unenforceable  in any jurisdiction, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision shall
be  construed or deemed amended to conform to applicable laws or if it cannot be
construed  or  deemed  amended  without,  in the determination of the Committee,
materially  altering  the  intent  of  the  Plan,  it  shall be stricken and the
remainder  of  the  Plan  shall  remain  in  full  force  and  effect.

     (l)  All  obligations of the Company under the Plan shall be binding on any
successor  to  the  Company.

     (m)  The  adoption  of this Plan shall not amend or terminate the Company's
previously  adopted  stock  option  plans (the "Prior Plans") or any outstanding
option  or  other award thereunder; and the aggregate number of Shares available
under  Section 4 shall not be increased or reduced by Shares available under the
Prior  Plans  as  of  the  Effective  Date.

     SECTION  16.  TERM  OF PLAN. No Award shall be granted pursuant to the Plan
after  10  years  from the Effective Date, but any Award theretofore granted may
extend  beyond  that  date.