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<b>SECURITIES AND EXCHANGE COMMISSION</b><br><b>Washington, D.C.
20549</b></p align="center">
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FORM S-8/Amendment No. 2</p align="center">
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AMENDED REGISTRATION STATEMENT</p align="center">
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UNDER</p align="center">
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THE SECURITIES ACT OF 1933</p align="center">
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<font size="4"><b><u>SiteWorks Building and Development
Co.,</u></b></font></p align="center">
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(Exact name as specified in its charter)</p align="center">
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<u>Florida</u></p align="center">
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<u>58-2590047</u></p align="center">
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(State or other jurisdiction of Incorporation)</p align="center">
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(I.R.S. Employer identification No.)</p align="center">
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&nbsp; </p>
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<u>2534 N Miami Ave, Miami Florida 33127</u></p align="center">
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(Address and Principal Executive Office and Zip Code)</p align="center">
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<u>Employee Incentive and Consultant Compensation Plan</u></p align="center">
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(Full title of plan)</p align="center">
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Spiegel &amp; Utrera</p align="center">
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<u>1840 Coral Way, 4<sup>th</sup> Floor, Miami Fl 33145</u></p align="center">
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(Name and address of agent for service)</p align="center">
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<u>(305) 857-3700</u></p align="center">
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(Telephone number, including area code, of agent for service)</p align="center">
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Copy to:</p align="center">
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Law offices of Glenn Hanneman</p align="center">
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Attorney at Law</p align="center">
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24 Brena,92620</p align="center">
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Irvine California</p align="center">
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<u>(714) 5-44-1912</u></p align="center">
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(Name, address and telephone number, including area code, of
counsel)</p align="center">
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CALCULATION OF REGISTRATION FEE</p align="center">
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Title of securities to be registered</p align="center">
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Amount to be registered (1)</p align="center">
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Proposed maximum Offering price per share</p align="center">
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Proposed maximum aggregate offering price</p align="center">
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Amount of registration fee</p align="center">
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Common Stock (par value $.0001)</p align="center">
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40,000,000Shares</p align="center">
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$.08</p align="center">
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$3,200,000</p align="center">
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$141.24</p align="center">
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Estimated solely for the purpose of calculating the amount of registration fee.
Such estimate has been computed in accordance with Rules 457(c) and 457 (h) of
the General Rules and Regulations under the Securities Act of 1993, as amended,
based upon the price of the shares of $.08 based upon the closing bid price of
the shares on October 16, 2005</p>
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<font size="2">(1)</font></p>
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<font size="2">Shares issuable under awards granted under the SiteWorks Inc 2005
Performance Incentive Plan, together with such additional and indeterminate
number of shares of common stock and preferred stock purchase rights of the
registrant as may become issuable as the result of stock splits, stock dividends
or similar transactions affecting the common stock of the registrant.</font></p>
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<div align="center" color="#000080" style="position:relative; left: -5"><b></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="center">
<b>PART I</b><p align="center">
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS<p>
<b>Item 1.&nbsp;&nbsp;Plan Information</b><p>
This Amended Registration Statement on Form S-8/a provides for the issuance of a
total of 75,000,000 shares of common stock, par value $.001 per share of
Siteworks Inc,. ("SWKJ"), under the SiteWorks Employee Stock Incentive Plan and
for various consultants the company may retain from time to time. Prior S8
filings were for a total of 35,000,000 shares.</p>
&nbsp;Item 2.&nbsp;&nbsp;Registrant Information and Employee Plan Annual Information	<p>
Not applicable. * This registration statement relates to securities of SiteWorks
Inc (the "registrant") to be offered pursuant to the SiteWorks Inc 2005
Performance Incentive Plan, as indicated on the facing sheet hereof. Information
required by Part I to be contained in the Section 10(a) prospectus related to
this plan is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities
Act"),<p align="center">
<b>PART II</b><p align="center">
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT<p>
<b>Item 3.&nbsp;&nbsp;Incorporation of Documents by Reference</b><p>
The following documents filed by SWKJ with the SEC are incorporated by reference
herein:<p>
(a) SWKJ's Annual Report on Form 10-K for its fiscal year ended December 31,
2004 (Commission File No.<u> 000-29521&nbsp;</u><br>(b) all other reports filed
by SWKJ pursuant to Section 13 or Section 15(d) of the Exchange Act, since June
30, 2001 through the date hereof; and<br>(c) any document filed by SWKJ with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all shares
registered hereunder have been sold or that deregisters all such shares then
remaining unsold, such documents being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.<p>
<b>Item 4.&nbsp;&nbsp;Description of Securities</b><p>
Reference is made to Item 9, Description of Securities, in SWKJ's annual report
on Form 10KSB-, Commission File No. <u>000-29521 </u>filed with the Commission
on March 30, 2005.<p>
<b>Item 5.&nbsp;&nbsp;Interests of Named Experts and Counsel</b><p>
None.</p align="center">
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<b>Item 6.&nbsp;&nbsp;Indemnification of Directors and Officer</b><p>
SWKJ's Certificate of Incorporation, as amended, provides the right to indemnify
of our officers and directors to the fullest extent permitted by Florida law. In
addition, under the Certificate of Incorporation, as amended, no director shall
be liable personally to SWKJ or its stockholders for monetary damages for breach
of fiduciary duty as a director; provided that the certificate of incorporation
does not eliminate the liability of a director for (1) any breach of the
director's duty of loyalty to SWKJ or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) acts or omissions in respect of certain unlawful dividend payments
or stock redemptions or repurchases; or (4) any transaction from which such
director receives improper personal benefit. <p>
The General Corporation Law of the State of Florida  (Section 602) allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach
of his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Florida corporate law or
obtained an improper personal benefit. The Certificate of Incorporation, as
amended, of SiteWorks Building and Development Co.,., contains a provision which
eliminates directors' personal liability as set forth above. The General
Corporation Law of the State of Florida (Section 145) gives Florida corporations
broad powers to indemnify their present and former directors and officers and
those of affiliated corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; gives a
director or officer who successfully defends an action the right to be so
indemnified; and authorizes the corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other right to
which those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise. SiteWorks Building and Development Co.,'s Certificate
of Incorporation, as amended, provides that it is empowered to indemnify, to the
fullest extent as expressly authorized by the General Corporation Law of the
State of Florida, the directors and officers of SWKJ. This right of
indemnification is not exclusive of any other right which any person may acquire
under any statute, bylaw, agreement, contract, vote of stockholders or
otherwise. SiteWorks Building and Development Co.,, as permitted by the General
Corporation Law of the State of Florida, may purchase liability policies which
indemnify its officers and directors against loss arising from claims by reason
of their legal liability for acts as officers or directors subject to
limitations and conditions as set forth in the policies. <p>
Commission Policy<br>Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling SWKJ pursuant to the foregoing provisions, or otherwise, SWKJ has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.<p>
<b>Item 7.&nbsp;&nbsp;Exemption from Registration Claimed</b><p>
Not applicable.<p>
<b>Item 8.&nbsp;&nbsp;Exhibits</b><p>
The Exhibits to this registration statement are listed in the index to Exhibits
on page 5.</p align="center">
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<b>Item 9.&nbsp;&nbsp;Undertakings</b><p>
(a) The undersigned registrant hereby undertakes:<p>
<br>(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: </p>
<p style="margin-left:45">(i)&nbsp;&nbsp;To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; </p><p>
</p>
<p style="margin-left:45">(ii)&nbsp;&nbsp;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 in the registration
statement. 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 or 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), Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
</p><p>
</p>
<p style="margin-left:45">(iii)&nbsp;&nbsp;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 paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section do not apply if the registration statement is on Form
S-3 (Section 239.13 of this chapter) or Form S-8 (Section 239.16b of this
chapter) or Form F-3 (Section 239.33 of Regulation S-K), 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 SEC by SWKJ
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement. </p><p>
<p>
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, as amended, 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. <p>
(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. <p>
(4) If the registration is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Section 210.3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that SWKJ includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (Section 239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Section 210.3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the SEC by SWKJ pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.(b) Filings incorporating subsequent Exchange Act
documents by reference. Include the following if the registration statement
incorporates by reference any Exchange Act document filed subsequent to the
effective date of the registration statement: <p>
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of
SWKJ's annual report pursuant to Section 13(a) or Section 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.
</p align="center">
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<p>
<b>SIGNATURES</b><p>
Pursuant to the requirements of the Securities Act of 1933, as amended, SWKJ
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a 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 Miami , Florida </p>
&nbsp;SiteWorks Building and Development Co.,	<p>
<u>/s/C M Nurse</u><br>C M Nurse, Chairman and CEO<p>
/s/ Beverly Callender, Secretary</p align="center">
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<p>
INDEX TO EXHIBITS</p>
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<p>
&nbsp;&nbsp;5.1</p>
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<p>
Opinion of Counsel, regarding the legality of the securities registered
hereunder.</p>
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<p align="center">
5</p align="center">
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<p>
23.1</p>
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<td width="479.999880" colspan="1" rowspan="1" >
<p>
Consent of Independent Certified Public Accountants.</p>
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<p align="center">
6</p align="center">
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<p>
23.2</p>
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<p>
Consent of Counsel (included as part of Exhibit 5.1).</p>
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<p align="center">
5</p align="center">
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<p>
</p align="center">
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Exhibit 5.1<p align="center">
<b>Law Offices of Glenn P. Hannemann</b><br>24 Brena<br>Irvine, California
92620<br>714 544-1912<br>714 544-0218 fax<p>
October 16, 2005<p>
Board of Directors<br>SiteWorks Building and Development Co.,<br>2534 N. Miami
Avenue<br>Miami, Florida 33140<p>
Re:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Issuance of Shares Pursuant to Registration on
Form S8<p>
Gentlemen:<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our firm has acted as counsel to
SiteWorks Building and Development Co.,., a Florida corporation ("Company"), in
connection with offering of up to 40,000,000 shares of its common stock
("Shares") pursuant to registration on Form S 8/A dated October 16, 2005 (the
"Statement").  You have requested our opinion as set forth below, to be
effective upon closing of the offering described in the Statement.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In rendering such opinion, we have
examined such documents and have made such examination of law as we have deemed
relevant and copies of the following documents which we assume comport to the
originals thereof.<p>
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Articles of Incorporation of the Company and all
amendments thereto.<p>
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bylaws of the Company and all amendments
thereto.<p>
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Statement and all exhibits thereto.<p>
Based upon the above, it is our opinion that, provided that the Shares are sold
in accordance with the Statement, and the terms of any Underwriting Agreement(s)
and related Fund Escrow agreement(s), upon their issuance, as a matter of
Florida law, the Shares will be the fully paid validly and legally issued and
non-assessable common stock of the Company.<p>
This opinion may be filed in connection with the Statement but may be used for
no other purpose without our consent.</p>
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&nbsp;</td>
<td width="197.333284" colspan="1" rowspan="1" >
<p>
Very truly yours,</p>
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&nbsp;</td>
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&nbsp;</td>
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<td width="733.333150" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="733.333150" colspan="4" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="41.333323" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="461.333218" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="197.333284" colspan="1" rowspan="1" >
<p style="border-bottom:solid windowtext .5pt">
<font size="3">/s/ Glenn P Hannemann</font></p>
</td>
<td width="30.666659" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="41.333323" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="461.333218" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="197.333284" colspan="1" rowspan="1" >
<p>
Glenn P. Hannemann</p>
</td>
<td width="30.666659" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
<p>
GPH/dhh</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>5</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div>&nbsp;	<p>
<p>
Exhibit 23.1</p>
<div align="center" style="position:relative; left: 0"><table border=0 cellpadding=0 cellspacing =0 >
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
BAGELL, JOSEPHS</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
&amp; COMPANY, L.L.C.</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
Certified Public Accountants</p>
</td>
</tr>
<tr valign="top">
<td width="211.999947" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="2" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="167.999958" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="203.999949" colspan="1" rowspan="1" >
<p>
High Ridge Commons</p>
</td>
</tr>
<tr valign="top">
<td width="211.999947" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="2" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="167.999958" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="203.999949" colspan="1" rowspan="1" >
<p>
Suites 400-403</p>
</td>
</tr>
<tr valign="top">
<td width="211.999947" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="2" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="167.999958" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="203.999949" colspan="1" rowspan="1" >
<p>
200 Haddonfield Berlin Road</p>
</td>
</tr>
<tr valign="top">
<td width="211.999947" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="2" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="167.999958" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="203.999949" colspan="1" rowspan="1" >
<p>
Gibbsboro, New Jersey   08026</p>
</td>
</tr>
<tr valign="top">
<td width="211.999947" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="2" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="167.999958" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="203.999949" colspan="1" rowspan="1" >
<p>
P: 856-346-2828</p>
</td>
</tr>
<tr valign="top">
<td width="211.999947" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="2" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="29.333326" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="167.999958" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="203.999949" colspan="1" rowspan="1" >
<p>
F: 856-346-2882</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
October 16, 2005</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
The Board of Directors<br>SiteWorks Building and Development Co.,<br>2534 N.
Miami Ave.<br>Miami, FL</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
Ref: Consent to use of financial statements</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
Gentlemen:</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
We consent to the use of our consolidated financial statements dated March 10,
2005 with respect to SiteWorks Building and Development Co., and subsidiary for
the years ended December 31, 2004 and 2003, included herein on annual reports,
and reference to our firm under the heading "Experts" in the company's
prospectus.</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="222.666611" colspan="2" rowspan="1" >
<p style="border-bottom:solid windowtext .5pt">
<font size="3">/s/ Bagell Josephs &amp; Company LLC</font></p>
</td>
<td width="450.666554" colspan="5" rowspan="1" >
&nbsp;</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
Gibbsboro, New Jersey</p>
</td>
</tr>
<tr valign="top">
<td width="674.666498" colspan="7" rowspan="1" >
<p>
October 16, 2005</p>
</td>
</tr>
</table></div>
<p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>6</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="center">
BYLAWS<br>OF<br>SiteWorks Building and Development Co.,<p align="center">
<b>ARTICLE I</b><p>
<b>Registered Office and Registered Agent</b><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The registered office of the
corporation shall be located in the state of Florida at such place as may be
fixed from time to time by the board of directors upon filing of such notices as
may be required by law, and the registered agent shall have a business office
identical with such registered office.  Any change in the registered agent or
register office shall be effective upon filing such change with the office of
the Secretary of State of the state of Florida. <p align="center">
<b>ARTICLE II</b><p>
<b>Shareholders' Meetings</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;Annual
Meetings</b>.  The annual meeting of the shareholders of the corporation shall
be held at the registered office of the corporation, or such other place as may
be designated by the notice of the meeting, during the month of September each
year, for the purpose of election of directors and for such other business as
may properly come before the meeting. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;Special
Meetings</b>.  Special meetings of the shareholders of the corporation may be
called at any time by the president, or by a majority of the board of directors,
or by the holders of at least twenty-five percent (25%) of all the votes
entitled to be cast on any issue proposed to be considered at a proposed special
meeting; provided that upon qualification of the corporation as a "public
company" under the General Corporation Law of the State Of Florida, the
percentage of votes required to call a special meeting shall be thirty percent
(30%).  No business shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting.  The board of
directors may designate any place as the place of any special meeting called by
the president or the board of directors, and special meetings called at the
request of shareholders shall be held at such place as may be determined by the
board of directors and placed in the notice of such meetings. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section  3.&nbsp;&nbsp;Notice of
Meetings</b>.  Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
by the secretary or persons authorized to call the meeting to each shareholder
of record entitled to vote at the meeting.  Such notice shall be given not less
than ten (10) nor more than sixty (60) days prior to the date of the meeting,
except that notice of a meeting to act on (i) an amendment to the Articles of
Incorporation, (ii) a plan of merger or share exchange, (iii) a proposed sale,
lease, exchange or other disposition of substantially all of the assets of the
corporation other than in the usual or regular course of business, or (iv) the
dissolution of the corporation shall be given no fewer than twenty (20) days nor
more than sixty (60) days before the meeting date.  Notice may be transmitted by
mail, private carrier or personal delivery; telegraph or teletype; or telephone,
wire or wireless equipment which transmits a facsimile of the notice.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at the shareholder's address as it
appears on the stock transfer books of the corporation. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 4.&nbsp;&nbsp;Waiver of
Notice</b>.  Notice of the time, place, and purpose of any meeting may be waived
in writing (either before or after such meeting) and will be waived by any
shareholder by the shareholder's attendance at the meeting in person or by
proxy, unless the shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting.  Any shareholder so waiving
shall be bound by the proceedings of any such meeting in all respects as if due
notice thereof had been given. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 5.&nbsp;&nbsp;Quorum and
Adjourned Meetings</b>.  A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum a
meeting of shareholders.  A majority of the shares represented at a meeting,
even if less than a quorum, may adjourn the meeting from time to time without
further notice.  At such reconvened meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  The shareholders present at a duly
organized meeting may continue to transact business at such meeting and at any
adjournment of such meeting (unless a new record date is or must be set for the
adjourned meeting), notwithstanding the withdrawal of enough shareholders from
either meeting to leave less than a quorum. </p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>7</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 6.&nbsp;&nbsp;Proxies</b>.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by the shareholder's duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 7.&nbsp;&nbsp;Voting
Record</b>.  After fixing a record date for a shareholders' meeting, the
corporation shall prepare an alphabetical list of the names of all shareholders
on the record date who are entitled to notice of the shareholders' meeting. The
list shall be arranged by voting group, and with each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder.  A shareholder, shareholder's agent, or a shareholder's attorney
may inspect the shareholder's list, beginning ten days prior to the
shareholders' meeting and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held during regular business hours and at the
shareholder's expense.  The shareholders' list shall be kept open for inspection
during such meeting or any adjournment. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 8.&nbsp;&nbsp;Voting of
Shares</b>.  Except as otherwise provided in the Articles of Incorporation or in
these Bylaws, every shareholder of record shall have the right at every
shareholders' meeting to one vote for every share standing in the shareholder's
name on the books of the corporation.  If a quorum exists, action on a matter,
other than election of directors, is approved by a voting group of shareholders
if the votes cast within the voting group favoring the action exceed the votes
cast within the voting group opposing the action, unless the Articles of
Incorporation or the Florida Business Corporation Act require a greater number
of affirmative votes. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 9.&nbsp;&nbsp;Record
Date</b>.  For the purpose of determining shareholders entitled to notice or to
vote at any meeting of shareholders, or any adjournment thereof, or entitled to
receive payment of any dividend, the board of directors may fix in advance a
record date for any such determination of shareholders, such date to be not more
than seventy (70) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.  If no record date
is fixed for the determination of shareholders entitled to notice of or to vote
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the day before the date on which notice of the meeting is mailed or
the date on which the resolution of the board of directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date, which it must do if the meeting is adjourned
more than one hundred twenty (120) days after the date fixed for the original
meeting. <p align="center">
<b>ARTICLE III</b><p>
<b>Directors</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;General
Powers</b>.  All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors except as otherwise provided by the laws of
the state of Florida or in the Articles of Incorporation. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;Number</b>.
The number of directors of the corporation is three. The numbers of directors
can be increased or decreased from time to time by the vote of the directors or
shareholders to amend this Section 2, provided that the number of directors
shall be not less than one, and provided further that no decrease shall shorten
the term of any incumbent director. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 3.&nbsp;&nbsp;Tenure and
Qualification</b>.  At the first annual meeting of shareholders and at each
annual meeting thereafter, the shareholders of the corporation shall elect
directors.  Each director shall hold office until the next succeeding annual
meeting and until his or her successor shall have been elected and qualified.
Directors need not be residents of the state of Florida or shareholders of the
corporation. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 4.&nbsp;&nbsp;Election</b>.
The directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause, the directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5.&nbsp;&nbsp;Vacancies</b>.  Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by the shareholders, the board of directors, or a majority of the remaining
directors if they do not constitute a quorum. </p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>8</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.&nbsp;&nbsp;Resignation</b>.  Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation.  A resignation shall be effective
when the notice is delivered unless the notice specifies a later effective date.
<p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 7.&nbsp;&nbsp;Removal of
Directors</b>.  At a meeting of shareholders called expressly for that purpose,
the entire board of directors, or any member thereof, may be removed, with or
without cause, by a vote of the holders of a majority of shares then entitled to
vote at an election of such directors. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 8.&nbsp;&nbsp;Meetings</b>.
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The annual meeting of the board of
directors shall be held  immediately after the annual shareholders' meeting at
the same place as the  annual shareholders' meeting or at such other place and
at such time as may be  determined by the directors.  No notice of the annual
meeting of the board of directors shall be necessary. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Special meetings may be called at
any time and place upon the call of the president, secretary, or any director.
Notice of the time and place of each special meeting shall be given by the
secretary or the persons calling the meeting, by mail, private carrier, radio,
telegraph, telegram, facsimile transmission, personal communication by telephone
or otherwise at least two (2) days in advance of the time of the meeting.  The
purpose of the meeting need not be given in the notice.  Notice of any special
meeting may be waived in writing or by telegram (either before or after such
meeting) and will be waived by any director by attendance thereat. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Regular meetings of the board of
directors shall be held at such place and on such day and hour as shall from
time to time be fixed by resolution of the board of directors. No notice of
regular meetings of the board of directors shall be necessary. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) At any meeting of the board of
directors, any business may be transacted, and the board may exercise all of its
powers. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Section 9.&nbsp;&nbsp;Quorum and
Voting</b>. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) A majority of the directors shall
constitute a quorum, but a lesser number may adjourn any meeting from time to
time until a quorum is  obtained, and no further notice thereof need be given.
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If a quorum is present when a vote
is taken, the  affirmative vote of a majority of the directors present at the
meeting is the  act of the board of directors. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Section
10.&nbsp;&nbsp;Compensation</b>.  By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Section 11.&nbsp;&nbsp;Presumption
of Assent</b>.  A director of the corporation who is  present at a meeting of
the board of directors at which action on any  corporate matter is taken shall
be presumed to have assented to the action  taken unless: <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The director objects at the
beginning of the meeting, or promptly upon the director's arrival, to holding it
or transacting business at the meeting: <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The director's dissent or
abstention from the action taken is entered in the minutes of the meeting; or
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The director delivers written
notice of the director's dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within a reasonable time
after adjournment of the meeting.  The right of dissent or abstention is not
available to a director who votes in favor of the action taken.
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>9</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<b>Section
12.&nbsp;&nbsp;Committees</b>.  The board of directors, by resolution adopted by
a majority of the full board of directors, may designate one or more committees
from among its members, each of which must have two or more members and, to the
extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that no such committee shall have
the authority to: authorize or approve a distribution except according to a
general formula or method prescribed by the board of directors; approve or
propose to shareholders action that the General Corporation Law of the State Of
Florida requires to be approved by shareholders; fill vacancies on the board of
directors or on any of its committees; amend any Articles of Incorporation
requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of
merger requiring shareholder approval; or authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the board of directors may authorize a committee, or a senior executive officer
of the corporation, to do so within limits specifically prescribed by the board
of directors. <p align="center">
<b>ARTICLE IV</b><p>
<b>Special Measures for Corporate Action</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;Actions by
Written Consent</b>. Any corporate action required or permitted by the Articles
of Incorporation, Bylaws, or the laws under which the corporation is formed, to
be voted upon or approved at a duly called meeting of the directors, committee
of directors, or shareholders may be accomplished without a meeting if one or
more unanimous written consents of the respective directors or shareholders,
setting forth the actions so taken, shall be signed, either before or after the
action taken, by all the directors, committee members, or shareholders, as the
case may be.  Action taken by unanimous written consent is effective when the
last director or committee member signs the consent, unless the consent
specifies a later effective date.  Action taken by unanimous written consent of
the shareholders is effective when all consents are in possession of the
corporation, unless the consent specifies a later effective date. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;Meetings by
Conference Telephone</b>.  Members of the board of directors, members of a
committee of directors, or shareholders may participate in their respective
meetings by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time; participation in a meeting by such means shall constitute
presence in person at such meeting. <p align="center">
<b>ARTICLE V</b><p>
<b>Officers</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;Officers
Designated</b>.  The officers of the corporation shall be a president, a
secretary and a treasurer, each of whom shall be elected by the board of
directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the board of directors.  Any two or
more offices may be held by the same person. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The board of directors may, in its
discretion, elect a chairperson and one or more vice-chairpersons of the board
of directors; and, if a chairperson has been elected, the chairperson shall,
when present, preside at all meetings of the board of directors and the
shareholders and shall have such other powers as the board may prescribe. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;Election,
Qualification and Term of Office</b>.  Each of the officers shall be elected by
the board of directors.  None of said officers need be a director.  The officers
shall be elected by the board of directors at each annual meeting of the board
of directors.  Except as hereinafter provided, each of said officers shall hold
office from the date of his or her election until the next annual meeting of the
board of directors and until his or her successor shall have been duly elected
and qualified. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 3.&nbsp;&nbsp;Powers and
Duties</b>. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) President.  The president shall be
the chief executive officer of the corporation and, subject to the direction and
control of the board of directors, shall have general charge and supervision
over its property, business, and affairs. </p align="center">
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Secretary.  The secretary shall:
(1) keep the minutes of the shareholders' and of the board of directors'
meetings in one or more books  provided for that purpose; (2) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (3) be custodian of the corporate records and of the seal of
the corporation and affix the seal of the corporation to all documents as may be
required; (4)  keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (5) sign with the
president,  or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors;  (6) have general charge of the stock transfer books of the
corporation; and (7) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him or
her by the president or by the board of directors. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Treasurer.  Subject to the
direction and control of the board of directors, the treasurer shall have the
custody, control, and disposition of the funds and securities of the corporation
and shall account for the same; and, at the expiration of his or her term of
office, her or she shall turn over to his or her successor all property of the
corporation in his or her possession. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 4.&nbsp;&nbsp;Assistant
Secretaries and Assistant  Treasurers</b>.  The assistant secretaries, when
authorized by the board of directors, may sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors.  The
assistant treasurers shall, respectively, if required by the board of directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine.  The assistant secretaries
and assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
president or the board of directors. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 5.&nbsp;&nbsp;Removal</b>.
The board of directors shall have the right to remove any officer whenever in
its judgment the best interests of the corporation will be served thereby. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6.&nbsp;&nbsp;Vacancies</b>.  The board of directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired  term
and until his or her successor shall have been duly elected and qualified. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 7.&nbsp;&nbsp;Salaries</b>.
The salaries of all officers of the corporation shall be fixed by the board of
directors. <p align="center">
<b>ARTICLE VI</b><p>
<b>Share Certificates</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;Issuance,
Form and Execution of Certificates</b>.  No shares of the corporation shall be
issued unless authorized by the board.  Such authorization shall include the
maximum number of shares to be issued, the consideration to be received for each
share, the value of noncash consideration, and a statement that the board has
determined that such consideration is adequate.  Certificates for shares of the
corporation shall be in such form as is consistent with the provisions of the
General Corporation Law of the State of Florida and shall state: <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
name of the corporation and that the corporation is SiteWorks Inc. organized
under the laws of this state; Florida<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
name of the person to whom issued; and <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
number and class of shares and the designation of the series, if any, which such
certificate represents.  They shall be signed by two officers of the
corporation, and the seal of the corporation may be affixed thereto.
Certificates may be issued for fractional shares.  No certificate shall be
issued for any share until the consideration established for its issuance has
been paid. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2.&nbsp;&nbsp;Transfers</b>.  Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate, written assignment separate from certificate, or written
power of attorney to assign and transfer the same signed by the record holder of
the certificate. The board of directors may, by resolution, provide that
beneficial owners of shares shall be deemed holders of record for certain
specified purposes.  Except as otherwise specifically provided in these Bylaws,
no shares shall be transferred on the books of the corporation until the
outstanding certificate thereof has been surrendered to the corporation. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section  3.&nbsp;&nbsp;Loss or
Destruction of Certificates</b>.  In case of loss or  destruction of any
certificate of shares, another may be issued in its place upon proof of such
loss or destruction and upon the giving of a satisfactory  indemnity bond to the
corporation.  A new certificate may be issued without requiring any bond when in
the judgment of the board of directors it is proper to do so.
</p align="center">
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<p align="center">
<b>ARTICLE VII</b><p>
<b>Books and Records</b><p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 1.&nbsp;&nbsp;Books of
Account, Minutes and Share Register</b>.  The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the board of directors exercising the authority of the board of directors on
behalf of the corporation.  The corporation shall maintain appropriate
accounting records.  The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.  The corporation shall keep a copy
of the following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; the
Bylaws or Restated Bylaws and all amendments to them currently in effect; the
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past three years; its financial
statements for the past three years, including balance sheets showing in
reasonable detail the financial condition of the corporation as of the close of
each fiscal year, and an income statement showing the results of its operations
during each fiscal year prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein; all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current directors and officers; and its
most recent annual report delivered to the Secretary of State of the state of
Florida. <p>
<b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 2.&nbsp;&nbsp;Copies of
Resolutions</b>.  Any person dealing with the corporation may rely upon a copy
of any of the records of the proceedings, resolutions, or votes of the board of
directors or shareholders, when certified by the president or secretary.
<p align="center">
<b>ARTICLE VIII</b><p>
<b>Bylaws</b><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The board of directors may adopt,
amend or repeal the bylaws, or adopt new bylaws, subject to the reserved power
of the shareholders to amend or repeal the bylaws, or adopt new bylaws, and in
amending or repealing a particular bylaw to provide expressly that the board of
directors may not amend or repeal that bylaw.  The following changes have been
made to the by laws of the corporation.<p>
SHARES<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2&nbsp;&nbsp;Consideration For
Shares.  Shares may be issued for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts for services to be performed, or other
securities of the corporation, as may be authorized by the board of directors.
The board of directors may determine that the consideration received or to be
received for the shares to be issued is adequate; when the corporation has
received the consideration so determined, the shares issued therefore will be
fully paid and nonassessable. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3&nbsp;&nbsp;No Cumulative Voting.
The shareholders are not entitled to cumulate votes at any election of
directors. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4&nbsp;&nbsp;No Preemptive Right.
The shareholders do not have any preemptive right to acquire unissued shares or
securities convertible into or carrying a right to subscribe for or acquire
shares. <p align="center">
<b>ARTICLE IX</b><p>
<b>LIMITATION OF DIRECTORS' LIABILITY</b><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any personal liability of a director
to the corporation or its shareholders for monetary damages for conduct as a
director is eliminated, except for any liability for any acts or omissions that
involve intentional misconduct by a director or a knowing violation of law by a
director, for conduct violating the applicable part of General Corporation Laws
of the State of Florida, for any transaction from which the director will
personally receive a benefit in money, property, or services to which the
director is not legally entitled, or for any act or omission occurring prior to
the date when this Article becomes effective.  If after this Article becomes
effective the General Corporation Law of the State of Florida is amended to
authorize further elimination or limitation of liability of a director, then,
upon the effective date of the amendment, the liability of a director shall be
further eliminated and limited without further act to the fullest extent so
authorized.  No amendment or repeal of these Articles of Incorporation shall
reduce the extent of any elimination or limitation of liability of a director
existing immediately prior to the amendment or repeal. </p align="center">
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<p align="center">
<b>ARTICLE X</b><p>
<b>INDEMNIFICATION OF DIRECTORS AND OFFICERS</b><p>
<b>SECTION 1. INDEMNIFICATION </b><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The corporation shall have the power
to indemnify any director, officer, employee, or agent of the corporation as
provided in Section 607.0850of the Business Corporation Act.<p>
<b>SECTION 2. ADDITIONAL INDEMNIFICATION</b><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any Bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in the person's
official capacity and as to action in another capacity while holding such
office. However, such further indemnification or advancement of expenses shall
not be made in those instances as specified in the Business Corporation Act."<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Florida Statutes. provides for the
indemnification of a director and/or officer who is a party to any legal
proceeding against them "if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful."<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Florida Statutes also provides that
there shall be no indemnification to or on behalf of any director or officer if
a judgment or other final adjudication establishes that his or her actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute (a) a violation of criminal law unless the officer or director had
reasonable cause to believe his or her conduct was unlawful; (b) a transaction
whereby the director or officer derived an improper personal benefit; (c) in the
case of a director, a violation of his or her fiduciary duties; or (d) willful
misconduct.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In so far as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, or controlling persons pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
&amp; Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1&nbsp;&nbsp;Right to
Indemnification.&nbsp;&nbsp;EACH INDIVIDUAL (including an individual's personal
representative) who was or is made a party or is threatened to be made a party
to, or is otherwise involved (including, without limitation, as a witness) in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or by or in the right of the
corporation, or otherwise (a "Proceeding") because the individual or another
individual of whom the individual is a personal representative: </p>
<p style="margin-left:45">(a)&nbsp;&nbsp;is or was a director or officer of the
corporation or any predecessor entity, or <br>(b)&nbsp;&nbsp;being or having
been such a director or officer, is or was serving at the request of the
corporation or any predecessor entity asa director, officer, partner, trustee,
employee, agent, or in any other relationship or capacity whatsoever, of any
other foreign or domestic corporation, partnership, joint venture, employee
benefit plan or trust or other trust, enterprise or other private or
governmental entity, agency, board, commission, body or other unit whatsoever (
(a) and (b) collectively, an "Indemnitee") </p><p>
<p>
SHALL BE INDEMNIFIED AND HELD HARMLESS by the corporation to the fullest extent
not prohibited by the General Corporation Law of the State of Florida as the
same exists or may hereafter be amended (but, in the case or any amendment, only
to the extent that the amendment does not prohibit the corporation from
providing broader indemnification rights than prior to the amendment) IF the
Indemnitee acted in good faith and reasonably believed the Indemnitee's conduct
was in the corporation's best interests (in the case of conduct in the
Indemnitee's official capacity with the corporation) and (in all other cases)
was at least not opposed to the corporation's best interests and is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances
("Corporation's Standards for Indemnification"), WITHOUT REGARD TO the
limitations as per the applicable statue of the General Corporation Law of the
State of Florida, AND WHETHER OR NOT the Indemnitee met the standard of conduct
set forth in Florida Law or any other standard of conduct set forth in as per
the General Corporation Law of the State of Florida.<p>
</p align="center">
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<p>
AGAINST ALL DIRECT AND INDIRECT EXPENSES, LIABILITIES AND LOSSES (including but
not limited to attorney fees, judgments, settlements, penalties, fines, ERISA
and employee benefit plan and other excise taxes and other taxes and penalties,
environmental and remediation expenses, settlements, penalties and fines, and
other adverse effects) that are actually incurred or suffered by the Indemnitee
in connection with the Proceeding (whether or not the basis of the Proceeding is
alleged conduct, action or inaction in an official capacity as a director,
officer, partner, trustee, employee, agent, or in any other relationship or
capacity whatsoever). <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnification granted in the
Article is a contract right and includes the right to payment by, and the right
to receive reimbursement from, the corporation of all the Indemnitee's expenses
as they are incurred, including advances in advance of final disposition of the
Proceeding.  The term "expenses" as used in this Article includes without
limitation all counsel and attorneys' fees and costs. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, an
advance for expenses incurred by an Indemnitee who is a party to a Proceeding
because the Indemnitee is or was a director of the corporation or any
predecessor entity shall be made in advance of final disposition of the
Proceeding only upon receipt by the corporation of (i) a written undertaking
(hereinafter an "undertaking") executed personally or on the Indemnitee's behalf
to repay the advance if and to the extent it is ultimately determined by order
of a court having jurisdiction (which determination shall become final upon
expiration of all rights to appeal, hereinafter a "final adjudication") that the
Indemnittee is not entitled to be indemnified for such expenses under this
Article, and (ii) a written affirmation by the Indemnitee of the Indemnitee's
good faith belief that the Indemnitee has net the Corporation's Standards for
Indemnification as defined in this Article for the amount claimed. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undertaking must be an unlimited
general obligation of the Indemnitee, unsecured and without reference to
financial ability to make repayment. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2&nbsp;&nbsp;Court-Ordered
Indemnification or Advance; Presumption.  If any claim for indemnification or
advance of expenses under Section 7.1 of this Article is not paid in full by the
corporation within 30 days after a written claim has been received by the
corporation, the Indemnitee may at any time thereafter apply for indemnification
or advance of expenses to the court conducting the Proceeding or to another
court of competent jurisdiction. If the Indemnitee is successful in whole or in
part in any such application, the corporation shall also pay to Indemnitee all
the Indemnitee's expenses in connection with the application. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Indemnitee shall be presumed to be
entitled to indemnification and advances of expenses under this Article upon the
corporation's receipt of Indemnitee's written claim (and in any application to a
court for indemnification or advance of expenses), and thereafter the
corporation shall have the burden of proof to overcome that presumption. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither the fact that the corporation
(including its board of directors, special legal counsel or its shareholders
under General Corporation Law of the State of Florida, or otherwise) did, nor
the fact that the corporation (including its board of directors, special legal
counsel or its shareholders , or otherwise) did not, make a determination that
the Indemnitee is or is not entitled to indemnification or advance of expenses,
shall be a defense to the application or create a presumption that the
Indemnitee is not so entitled. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the Indemnitee applies to a court
having jurisdiction for determination of the right to indemnity or advance of
expenses, or amount thereof, the court's determination shall become final upon
expiration of all rights to appeal, and such a final adjudication shall
supersede any other determination made in accordance with applicable Law, or
otherwise. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3&nbsp;&nbsp;Nonexclusivity of
Rights, Severability.  The right to indemnification (including but not limited
to payment, reimbursement and advances of expenses) granted in this Article is
not exclusive of any other rights that any individual may have or hereafter
acquire under any statute, common law, provision of the Articles of
Incorporation or Bylaws of the corporation, agreement, vote or resolution of
shareholders or disinterested directors, or otherwise.  Notwithstanding any
amendment to or repeal of this Article, any Indemnitee shall be entitled to
indemnification and advance of expenses in accordance with the provisions of
this Article with respect to any conduct, acts or omissions of the Indemnitee
occurring prior to the amendment or repeal.  If any provision or term of this
Article is determined to be void or unenforceable for any reason, the remaining
provisions and terms shall remain in full force and effect. </p align="center">
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4&nbsp;&nbsp;Insurance, Contracts
and Funding.  The corporation may purchase and maintain insurance, at its
expense, to protect itself and any individual (including an individual's
personal representative) who is or was a director, officer, employee or agent of
the corporation or any predecessor entity or who being or having been such a
director or officer, is or was serving at the request of the corporation or any
predecessor entity as a director, officer, partner, trustee, employee, agent, or
in any other relationship or capacity whatsoever, of any foreign or domestic
corporation, partnership, joint venture, employee benefit plan or trust or other
trust, enterprise or other private or governmental entity, agency, board,
commission, body or other unit whatsoever, against any expense, liability or
loss, whether or not the corporation would have power to indemnify the
individual against the same expense, liability or loss under the General
Corporation Law of the State of Florida, or otherwise.  The corporation may
grant indemnity, and may enter into contracts granting indemnity, to any such
individual, whether or not in furtherance of the provisions of this Article, and
may create trust funds, grant security interests and use other means (including,
without limitation, letters of credit) to secure and ensure the payment of
indemnification amounts. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5&nbsp;&nbsp;Partial
Indemnification.  If an Indemnitee is entitled to indemnification by the
corporation for some or a portion of expenses, liabilities or losses, but not
for the total amount thereof, the corporation shall nevertheless indemnify the
Indemnitee for the portion of the expenses, liabilities and losses to which the
Indemnitee is entitled. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6&nbsp;&nbsp;Successors and Assigns.
All obligations of the corporation to indemnify any Indemnitee: (i) are binding
upon all successors and assigns of the corporation (including any transferee of
all or substantially all of its assets and any successor by merger or otherwise
by operation of law), (ii) are binding on and inure to the benefit of the
spouse, heirs, personal representatives and estate of the Indemnitee, and (iii)
shall continue as to an Indemnitee who has ceased to be a director, officer,
partner, trustee, employee, or agent (or other relationship or capacity)
included in the definition of Indemnitee in Section 7.1 of this Article. The
corporation shall not effect any sale or other transfer of substantially all of
its assets, merger, consolidation or other reorganization unless the purchaser,
transferee, successor or surviving entity (as the case may be) agrees in writing
to assume all such obligations of the corporation. <p align="center">
<b>ARTICLE XI</b><p>
<b>AMENDMENT OF ARTICLES OF INCORPORATION</b><p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The corporation reserves the right
from time to time to amend, alter, change or repeal any and all provisions of
its Articles of Incorporation by majority vote of all votes entitled to be cast
by the holders of the then outstanding shares of Common Stock, in any manner now
or hereafter prescribed or permitted by statute. All rights of the shareholders,
directors, and officers of the corporation are granted subject to this
reservation. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ADOPTED by order of the directors of
the corporation on August 8, 2001<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SITEWORKS BUILDING AND DEVELOPMENT
CO.,. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>/s/ C M
Nurse&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u> <br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Carl M
Nurse, Director <p>
Number -----&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Shares ------------- <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Logo) <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporated under the laws of the
State of Florida <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;August 8, 2001</p align="center">
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</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMMON <p>
SITEWORKS BUILDING AND DEVELOPMENT CO.,<p>
Total authorized issue 500,000,000 common shares (par value $ .001) <p>
This Certifies That ------------------- is the owner of -------------- fully
paid and non-assessable shares of the common stock of the above named
corporations transferable only on the books of the corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
certificate properly endorsed. <p>
In witness whereof, the said corporation has caused this certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ------------ day of -------------, ------------- <p>
Secretary <p>
(SEAL) <p>
<u>/s/ Carl M
Nurse&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>President
</p align="center">
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<p align="center">
<b>INDEMNITY AGREEMENT</b><p>
THIS INDEMNITY AGREEMENT ("Agreement") is entered into on the 9th day of August
2001 between SITEWORKS BUILDING AND DEVELOPMENT CO., a Florida corporation (the
"Company"), and CarL M Nurse_(Indemnitee"). <p align="center">
<b>R E C I T A L</b><p>
The Indemnitee currently is serving as a director or officer, or both, of the
Company and the Company wishes the Indemnitee to continue in such capacities. In
order to induce the Indemnitee to continue to serve in such capacities for the
Company and in consideration for his continued service, the Company wishes to
provide for indemnification of the Indemnitee upon the terms and conditions set
forth below. <p align="center">
<b>A G R E E M E N T</b><p>
It is agreed as follows: <p>
1.&nbsp;&nbsp;The Company will pay on behalf of the Indemnitee, and his
executors, administrators or assigns, any amount which he is or becomes legally
obligated to pay because of any claim or claims made against him because of any
act or omission or neglect or breach of duty which he commits or suffers while
acting in his capacity as a director or officer of the Company. The payments
which the Company will be obligated to make hereunder shall include, INTER ALIA,
damages, judgments, settlements, costs of investigation and costs of defense of
legal, criminal or equitable actions, claims or proceedings and appeals
therefrom, including attorneys' fees of Indemnitee, costs of attachment or
similar bonds, costs of establishing a right to indemnification under this
Agreement, and fines, penalties or other obligations or fees imposed by law. <p>
2.&nbsp;&nbsp;If a claim under this Agreement is not paid by the Company within
60 days after a written claim has been received by the Company, the claimant may
at any time thereafter bring suit against the Company to recover the unpaid
amount of the claim and if successful, in whole or in part, the claimant also
shall be entitled to receive from the Company claimant's reasonable attorneys'
fees and other expenses of prosecuting such claim. <p>
3.&nbsp;&nbsp;In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all papers reasonably required and shall do
everything that may be necessary or appropriate to secure such rights, including
the execution of such documents necessary or appropriate to enable the Company
effectively to bring suit to enforce such rights. <p>
4.&nbsp;&nbsp;Notwithstanding anything contained herein to the contrary: </p>
<p style="margin-left:45">(a) The Company shall not be liable to Indemnitee for,
nor obligated to furnish advances in connection with, any loss, cost or expense
of Indemnitee resulting from his willful or negligent violation of Section 16(b)
of the Securities Exchange Act of 1934 or the Foreign Corrupt Practices Act of
1977. </p><p>
</p>
<p style="margin-left:45">(b) The Company shall not be liable to the Indemnitee
for, and shall not be obligated to furnish any advances except for repayable
costs, charges and expenses as stated below, in connection with, any loss, cost
or expense of Indemnitee as the direct result of a final judgment for money
damages payable to the Company or any affiliate for or on account of loss, cost
or expense directly or indirectly resulting form the Indemnitee's negligence or
misconduct within the meaning of Florida General Corporation Law. </p><p>
</p>
<p style="margin-left:45">(c) Unless otherwise allowed by a court of competent
jurisdiction, the Company shall not be liable to Indemnitee for, and Indemnitee
undertakes to repay the Company for all advances which may have been made of,
expenses of investigation, defense or appeal of any matter the judgment of which
is excluded under subsection 4(b) next above. </p><p>
</p>
<p style="margin-left:45">(d) Unless otherwise determined by a court of
competent jurisdiction, a settlement of any suit, action or proceeding shall be
presumed to be an "expense" in mitigation of the expenses of continued
litigation and not the compromise of a judgment on the merits of the action,
suit or proceeding. </p><p>
</p align="center">
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</p>
<p style="margin-left:45">(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act") may be permitted to
directors of the Company pursuant to the foregoing provisions, or otherwise, the
Board of Directors 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director of the Company in the
wholly or partially successful defense of any action, suit or proceeding) is
asserted by the Indemnitee in connection with Company securities which have been
registered, the Company 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 hereunder is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. In effect, therefore, absent a court
decision in the individual case or controlling precedent, the provisions of the
Agreement will not apply to liabilities of the Indemnitee arising under the
Securities Act unless and only to the extent that the Indemnitee is successful
in the defense of the action, suit or proceeding in question. </p><p>
</p>
<p style="margin-left:45">(f) The Company shall not be liable under this
Agreement to make any payment in connection with any claim made against the
Indemnitee: </p><p>
</p>
<p style="margin-left:80">(i) based upon or attributable to the Indemnitee or
any member of his immediate family gaining in fact any personal profit or
advantage to which he was not legally entitled; <br>(ii) based upon or
attributable to the dishonesty of the Indemnitee seeking payment hereunder;
provided that the Indemnitee shall be protected under this Agreement as to any
claims upon which suit may be brought against him by reason of any alleged
dishonesty on his part, unless a judgment or other final adjudication thereof
adverse to the Indemnitee shall establish that he committed acts of active and
deliberate dishonesty, with actual dishonest purpose and intent, which acts were
material to the cause of action so adjudicated; <br>(iii) for bodily injury,
sickness, disease or death of any person, or damage to or destruction of any
tangible property, including loss of use thereof; or <br>(iv) for which
indemnification under this Agreement is determined by a final adjudication of a
court of competent jurisdiction to be unlawful and violative of public policy.
</p><p>
<p>
5.&nbsp;&nbsp;The Indemnitee, as a condition precedent to his right to be
indemnified under this Agreement, shall give to the Company notice in writing as
soon as practicable of any claim made against him for which indemnity will or
could be sought under this Agreement. Notice to the Company shall be directed to
the attention of the Corporate Secretary of the Company at the address of the
Company's executive offices (or such other address as the Company shall
designate in writing to the Indemnitee); notice shall be deemed received if sent
by prepaid mail properly addressed, the date of such notice being the date
postmarked. In addition, upon request made by the Corporation the Indemnitee
shall give the Company such information and cooperation as it may reasonably
require and as shall be within the Indemnitee's power. <p>
6.&nbsp;&nbsp;Costs and expenses (including attorneys' fees) incurred by the
Indemnitee in defending or investigating any action, suit, proceeding or
investigation shall be paid by the Company in advance of the final disposition
of such matter. The Indemnitee agrees to repay any such advances in the event
that it is ultimately determined that the Indemnitee is not entitled to
indemnification under the terms of the Agreement. Notwithstanding the foregoing
or any other provision of this Agreement, no advance shall be made by the
Company if a determination is reasonably and promptly made by the board of
directors by a majority vote of a quorum of disinterested directors, or (if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs) by independent legal counsel, that, based upon the facts
known to the board or counsel at the time such determination is made, (a) the
Indemnitee knowingly and intentionally acted in bad faith, and (b) it is more
likely than not that it will ultimately be determined that the Indemnitee is not
entitled to indemnification under the terms of this Agreement. <p>
7.&nbsp;&nbsp;Nothing contained herein shall be deemed to diminish or otherwise
restrict the Indemnitee's right to indemnification under any provision of the
articles of incorporation or bylaws of the Company or under Florida law. <p>
8.&nbsp;&nbsp;This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida. <p>
9.&nbsp;&nbsp;This Agreement shall be binding upon all successors and assigns of
the Company (including any transferee of all or substantially all of its assets
and any successor by merger or operation of law) and shall inure to the benefit
of the heirs, personal representatives and estate of Indemnitee.
</p align="center">
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<p>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written. <p>
"COMPANY" <p>
SITEWORKS BUILDING AND DEVELOPMENT CO a Florida corporation <p>
<u>/s/Carl M. Nurse</u><br>Carl M Nurse <br>President <br>"INDEMNITEE"
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>19</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p align="center">
<a name="doc_3"></a><a name="page_3_1"></a><a name="doc_6"></a><a name="page_6_1"></a><b>SITEWORKS
INC</b><br><b>2005 PERFORMANCE INCENTIVE PLAN</b><p align="center">
(as adopted by the Board of Directors)<p>
<b>I.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General</b><p>
1.<i> Plan</i>.&nbsp;&nbsp;To provide incentives to officers, other employees
and other persons providing services to SiteWorks Inc 2005 (the "Company")
through rewards based upon the ownership or performance of the common stock, par
value $.001 per share, of the Company ("common stock") or other performance
measures, the Committee hereinafter designated may grant cash or bonus awards,
stock options, stock appreciation rights ("SARs"), restricted stock, stock units
or combinations thereof, to eligible participants, on the terms and subject to
the conditions stated in this 2005 Performance Incentive Plan (the "Plan"). In
addition, to provide incentives to members of the Board of Directors (the
"Board") who are not employees of the Company ("non-employee directors"), such
non-employee directors are eligible to receive awards as set forth in Article V
of the Plan.  For purposes of the Plan, references to employment by or service
to the Company also means employment by or service to a direct or indirect
majority-owned subsidiary of the Company and employment by or service to any
other entity designated by the Board or the Committee in which the Company has a
direct or indirect equity interest.<p>
2.<i> Eligibility</i>.&nbsp;&nbsp;Officers and other employees of, and other
persons providing services to the Company ("participants") shall be eligible,
upon selection by the Committee, to receive cash or bonus awards, stock options,
SARs, restricted stock and stock units, either singly or in combination, as the
Committee, in its discretion, shall determine. In addition, non-employee
directors shall receive awards on the terms and subject to the conditions stated
in the Plan.<p>
3.<i> Limitation on Shares to be Issued</i>.&nbsp;&nbsp;Subject to adjustment as
provided in Section 5 of this Article I, 30,000,000 shares of common stock and
200,000 shares of preferred Class A Convertible stock shall be available under
the Plan, reduced by the aggregate number of shares of common stock which become
subject to outstanding bonus awards, stock options, SARs which are not granted
in tandem with or by reference to a stock option ("free-standing SARs"),
restricted stock awards and stock unit awards.  Shares subject to a grant or
award under the Plan which are not issued or delivered, by reason of the
expiration, termination, cancellation or forfeiture of all or a portion of the
grant or award or by reason of withholding of shares to pay all or a portion of
the exercise price or to satisfy tax withholding obligations shall again be
available for future grants and awards under the Plan;<i> provided, however</i>,
that for purposes of this sentence, stock options and SARs granted in tandem
with or by reference to a stock option granted prior to the grant of such SARs
("tandem SARs") shall be treated as one grant.  For the purpose of complying
with Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the rules and regulations thereunder, the maximum number of shares
of common stock with respect to which options or SARs or a combination thereof
may be granted during any calendar year to any person shall be 5,000,000,
subject to adjustment as provided in Section 5 of this Article I;<i> provided,
however</i>, that for purposes of this sentence, stock options and tandem SARs
shall be treated as one grant.  The maximum number of shares of common stock
with respect to which bonus awards, including performance awards or fixed awards
in the form of restricted stock or other form, may be granted hereunder is
6,000,000 in the aggregate, subject to adjustment as provided in Section 5 of
this Article I and excluding any such awards made pursuant to an employment
agreement with a newly-hired chief executive officer of the Company. If the Plan
becomes effective, no new grants shall be made under any equity plan of the
Company that is in effect as of the date immediately prior to the date of
stockholder approval of the Plan (the "Existing Company Plans") and all such
Existing Company Plans shall be terminated,<i> provided, however</i>, that such
termination shall have no effect on any outstanding awards granted under any
Existing Company Plan.<p>
Shares of common stock to be issued may be treasury shares reacquired by the
Company or authorized and unissued shares, or a combination of
both.</p align="center">
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<p>
<a name="page_6_2"></a>4.<i> Administration of the Plan</i>.&nbsp;&nbsp;The Plan
shall be administered by a Committee designated by the Board (the "Committee"),
provided that the Board may designate a separate committee, also meeting the
requirements set forth in the following sentence, to administer Article V
hereof.  Each member of the Committee shall be a director that the Board has
determined to be (i) an "outside director" within the meaning of Section 162(m)
of the Code and (ii) a "Non-Employee Director" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Committee shall, subject to the terms of the Plan, select eligible participants
for grants and awards; determine the form of each grant and award, either as
cash, bonus awards, stock options, SARs, restricted stock awards, stock unit
awards or a combination thereof; and determine the number of shares or units
subject to the grant or award, the fair market value of the common stock or
units when necessary, the timing and conditions of vesting, exercise or
settlement, whether dividends or dividend equivalents accrue under any award,
and all other terms and conditions of each grant and award, including, without
limitation, the form of instrument evidencing the grant or award.
Notwithstanding the foregoing, all stock option awards, SARs, restricted stock
awards and stock unit awards shall have a minimum vesting period of at least
three years from the date of grant (such vesting may, in the discretion of the
Committee, occur in full at the end of such period or may occur in specified
installments over such period, provided that no more than 40% of any particular
award may vest by the end of the first year following the date of grant and no
more than 80% of any particular award may vest by the end of the second year
following the date of grant);<i> provided, however</i>, that the Committee may
provide for early vesting upon the death, permanent and total disability,
retirement or termination of service of the award recipient.  The Committee may
also waive this minimum vesting-period requirement (A) with respect to awards
made to newly hired employees, (B) to accelerate vesting of awards made to
existing employees affected by workforce reductions, (C) in similar
circumstances, as determined by the Committee in the exercise of its discretion
and (D) as otherwise required by law or the terms of the Plan.  The Committee
may establish rules and regulations for the administration of the Plan,
interpret the Plan, and impose, incidental to a grant or award, conditions with
respect to competitive employment or other activities not inconsistent with the
Plan.  All such rules, regulations, interpretations and conditions shall be
conclusive and binding on all parties.  Notwithstanding the foregoing, the
Committee shall not have authority to reprice any stock option award or other
award granted hereunder.<p>
Each grant and award shall be evidenced by a written instrument and no grant or
award shall be valid until an agreement is executed by the Company and such
grant or award shall be effective as of the effective date set forth in the
agreement.  The Committee may delegate some or all of its power and authority
hereunder to the chief executive officer or other executive officer of the
Company as the Committee deems appropriate;<i> provided, however,</i> that the
Committee may not delegate its power and authority with regard to (i) the
selection for participation in the Plan of (A) a person who is a "covered
employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period a grant or award hereunder to such participant would be outstanding, (B)
an officer or other person subject to Section 16 of the Exchange Act or (C) a
person who is not an employee of the Company or (ii) decisions concerning the
time, pricing or amount of a grant or award to a participant, officer or other
person described in clause (i) above.  A majority of the Committee shall
constitute a quorum.  The acts of the Committee shall be either (i) acts of a
majority of the members of the Committee present at any meeting at which a
quorum is present or (ii) acts approved in writing by all of the members of the
Committee without a meeting.<p>
5.<i> Adjustments.</i>&nbsp;&nbsp;In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of common stock other
than a regular cash dividend, the number and class of securities available under
the Plan, the specific share limitations otherwise set forth in the Plan, the
number and class of securities subject to each outstanding bonus award, the
number and class of securities subject to each outstanding stock option and the
purchase price per security and the terms of each outstanding SAR shall be
appropriately adjusted by the Committee, such adjustments to be made in the case
of outstanding stock options and SARs without an increase in the aggregate
purchase price or base price.  If any such adjustment would result in a
fractional security being<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i) available under the Plan, such fractional
security shall be disregarded, or </p>
<p style="margin-left:45">(ii) subject to an outstanding grant or award under
the Plan, the Company shall pay the holder thereof, in connection with the first
vesting, exercise or settlement of such grant or award, in whole or in part,
occurring after such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the fair market value on the vesting, exercise or
settlement date over (B) the exercise or base price, if any, of such grant or
award; provided, however, that if the fair market value of such fractional
security immediately after such adjustment is less than fair market value of one
share of common stock immediately prior to such adjustment, such fractional
security shall be disregarded and no payment shall be made.  For purposes of the
Plan, the fair market value of the common stock on a specified date shall be
determined by reference to the average of the high and low transaction prices in
trading of the common stock on such date as reported in the New York Stock
Exchange-Composite Transactions, or, if no such trading in the common stock
occurred on such date, then on the next preceding date when such trading
occurred.</p><p>
</p align="center">
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<p>
<a name="page_6_3"></a>6.<i> Effective Date and Term of Plan.</i>&nbsp;&nbsp;The
Plan shall be submitted to the stockholders of the Company for approval at the
next meeting of stockholders held following the Board's adoption of the Plan
and, if approved, shall become effective on the date of such stockholder
approval.  The Plan shall terminate on the date on which shares are no longer
available for grants or awards under the Plan, unless terminated prior thereto
by action of the Board;<i> provided, however</i> that if the Plan itself has not
previously terminated, Section 1 of Article V shall terminate on the date that
is ten years from the date of stockholder approval of the Plan.  No further
grants or awards shall be made under the Plan after termination, but termination
shall not affect the rights of any participant under any grants or awards made
prior to termination.<p>
7.<i> Amendments.</i>&nbsp;&nbsp;The Plan may be amended or terminated by the
Board in any respect except that no amendment may be made without stockholder
approval if stockholder approval is required by applicable law, rule or
regulation, including Section 162(m) of the Code, or such amendment would
increase (subject to Section 5 of this Article I) the number of shares available
under the Plan or would amend the prohibition on repricing of awards set forth
in Section 4 of this Article I or otherwise permit the repricing of awards
granted hereunder.  No amendment may impair the rights of a holder of an
outstanding grant or award without the consent of such holder.<p>
<b>II.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Bonus Awards</b><p>
1.<i> Form of Award.</i>&nbsp;&nbsp;Bonus awards, whether performance awards or
fixed awards, may be made to eligible participants in the form of (i) cash,
whether in an absolute amount or as a percentage of compensation, (ii) stock
units, each of which is substantially the equivalent of a share of common stock
but for the power to vote and, subject to the Committee's discretion, the
entitlement to an amount equal to dividends or other distributions otherwise
payable on a like number of shares of common stock, (iii) shares of common stock
issued to the participant but forfeitable and with restrictions on transfer in
any form as hereinafter provided or (iv) any combination of the foregoing.<p>
2.<i> Performance Awards.</i> </p>
<p style="margin-left:45">(a) Awards may be made in terms of a stated potential
maximum dollar amount, percentage of compensation or number of units or shares,
with such actual amount, percentage or number to be determined by reference to
the level of achievement of corporate, sector, business unit, division,
individual or other specific performance goals over a performance period of not
less than one nor more than ten years, as determined by the Committee.</p><p>
</p>
<p style="margin-left:45">(b) In no event shall any participant receive a
payment with respect to any performance award if the minimum threshold
performance goals requirement applicable to the payment is not achieved during
the performance period.</p><p>
</p>
<p style="margin-left:45">(c) If the Committee desires that compensation payable
pursuant to performance awards be "qualified performance-based compensation"
within the meaning of Section 162(m) of the Code, then with respect to such
performance awards, for any calendar year (i) the maximum compensation payable
pursuant to any such performance awards granted during such year, to the extent
payment thereunder is determined by reference to shares of common stock (or the
fair market value thereof), shall not exceed 900,000 shares of common stock (or
the fair market value thereof), subject to adjustment as set forth in Section 5
of Article I, and (ii) the maximum compensation payable pursuant to any such
performance awards granted during such year, to the extent payment is not
determined by reference to shares of common stock, shall not exceed
$5,000,000.</p><p>
</p>
<p style="margin-left:45">(d) The Committee may provide in any agreement
evidencing a performance award under the Plan that the Committee shall retain
sole discretion to reduce the amount of or eliminate any payment otherwise
payable to a participant with respect to any performance award. If so provided
in any agreement evidencing a performance award, the Committee may exercise such
discretion by establishing conditions for payments in addition to the
performance goals, including the achievement of financial, strategic or
individual goals, which may be objective or subjective, as it deems
appropriate.</p><p>
</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>22</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
</p>
<p style="margin-left:45">(e) For purposes of the Plan, "performance goals"
means the objectives established by the Committee which shall be satisfied or
met during the applicable performance period as a condition to a participant's
receipt of all or a part of a performance-based award under the Plan.  The
performance goals shall be tied to one or more of the following business
criteria, determined with respect to the Company or the applicable sector,
business unit or division: net sales, cost of sales, gross profit, earnings from
operations, earnings before interest, taxes, depreciation and amortization,
earnings before income taxes, earnings before interest and taxes, cash flow
measures, return on equity, return on assets, return on net assets employed, net
income per common share (basic or diluted), EVA&#8482; (Economic Value Added,
which represents the cash operating earnings of the Company after deducting a
charge for capital employed), cost reduction objectives, or any other similar
criteria established by the Committee for the applicable performance period.
The Committee may provide in any agreement evidencing a performance award under
the Plan that the Committee shall have the discretion to amend or adjust the
performance goals or other terms or conditions of an outstanding award in
recognition of unusual or nonrecurring events.  If the Committee desires that
compensation payable pursuant to any award subject to performance goals be
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code, the performance goals (i) shall be established by the Committee no
later than 90 days after the beginning of the applicable performance period (or
such other time designated by the Internal Revenue Service) and (ii) shall
satisfy all other applicable requirements imposed under Treasury Regulations
promulgated under Section 162(m) of the Code, including the requirement that
such performance goals be stated in terms of an objective formula or
standard.</p><p>
<p>
<a name="page_6_4"></a>3.<i> Fixed Awards</i>.&nbsp;&nbsp;Awards may be made
which are not contingent on the achievement of specific objectives, but are
contingent on the participant's continuing in the Company's employ for a period
specified in the award.<p>
4.<i> Rights with Respect to Restricted Shares.&nbsp;&nbsp;</i>If shares of
restricted common stock are subject to an award, the participant shall have the
right, unless and until such award is forfeited or unless otherwise determined
by the Committee at the time of grant, to vote the shares and to receive
dividends thereon from the date of grant and the right to participate in any
capital adjustment applicable to all holders of common stock;<i> provided,
however</i>, that a distribution with respect to shares of common stock, other
than a regular quarterly cash dividend, shall be deposited with the Company and
shall be subject to the same restrictions as the shares of common stock with
respect to which such distribution was made.<p>
During the restriction period, a certificate or certificates representing
restricted shares shall be registered in the holder's name or the name of a
nominee of the Company and may bear a legend, in addition to any legend which
may be required under applicable laws, rules or regulations, indicating that the
ownership of the shares of common stock represented by such certificate is
subject to the restrictions, terms and conditions of the Plan and the agreement
relating to the shares of restricted common stock.  All such certificates shall
be deposited with the Company, together with stock powers or other instruments
of assignment (including a power of attorney), each endorsed in blank with a
guarantee of signature if deemed necessary or appropriate, which would permit
transfer to the Company of all or a portion of the shares of common stock
subject to the award in the event such award is forfeited in whole or in part.
Upon termination of any applicable restriction period, including, if applicable,
the satisfaction or achievement of applicable objectives, and subject to the
Company's right to require payment of any taxes, the requisite number of shares
of common stock shall be delivered to the holder of such award.<p>
5.<i> Rights with Respect to Stock Units</i>.&nbsp;&nbsp;If stock units are
credited to a participant pursuant to an award, then, subject to the Committee's
discretion, amounts equal to dividends and other distributions otherwise payable
on a like number of shares of common stock after the crediting of the units
(unless the record date for such dividends or other distributions precedes the
date of grant of such award) shall be credited to an account for the participant
and held until the award is forfeited or paid out and interest shall be credited
on the account at a rate determined by the Committee.<p>
<a name="page_6_5"></a>6.<i> Events Upon Vesting</i>.&nbsp;&nbsp;At the time of
vesting of an award made pursuant to this Article II, (i) the award (and any
dividend equivalents, other distributions and interest which have been
credited), if in units, shall be paid to the participant either in shares of
common stock equal to the number of units, in cash equal to the fair market
value of such shares, or in such combination thereof as the Committee shall
determine, (ii) the award, if a cash bonus award, shall be paid to the
participant either in cash, or in shares of common stock with a then fair market
value equal to the amount of such award, or in such combination thereof as the
Committee shall determine and (iii) shares of restricted common stock issued
pursuant to an award shall be released from the restrictions.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>23</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
<b>III.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Options</b><p>
1.<i> Options for Eligible Participants</i>.&nbsp;&nbsp;Options to purchase
shares of common stock may be granted to such eligible participants as may be
selected by the Committee.  These options may, but need not, constitute
"incentive stock options" under Section 422 of the Code.  To the extent that the
aggregate fair market value (determined as of the date of grant) of shares of
common stock with respect to which options designated as incentive stock options
are exercisable for the first time by an optionee during any calendar year
(under the Plan or any other plan of the Company, or any parent or subsidiary)
exceeds the amount (currently $100,000) established by the Code, such options
shall not constitute incentive stock options.<p>
2.<i> Number of Shares and Purchase Price</i>.&nbsp;&nbsp;The number of shares
of common stock subject to an option and the purchase price per share of common
stock purchasable upon exercise of the option shall be determined by the
Committee;<i> provided, however</i>, that the purchase price per share of common
stock shall not be less than 100% of the fair market value of a share of common
stock on the date of grant of the option;<i> provided, further</i>, that if an
incentive stock option shall be granted to any person who, on the date of grant
of such option, owns capital stock possessing more than ten percent of the total
combined voting power of all classes of capital stock of the Company (or of any
parent or subsidiary) (a "Ten Percent Holder"), the purchase price per share of
common stock shall be the price (currently 110% of fair market value) required
by the Code in order to constitute an incentive stock option.<p>
3.<i> Exercise of Options</i>.&nbsp;&nbsp;The period during which options
granted hereunder may be exercised shall be determined by the Committee;<i>
provided, however</i>, that no stock option shall be exercised later than ten
years after its date of grant;<i> provided further</i>, that if an incentive
stock option shall be granted to a Ten Percent Holder, such option shall not be
exercisable more than five years after its date of grant.  The Committee may, in
its discretion, establish performance measures which shall be satisfied or met
as a condition to the grant of an option or to the exercisability of all or a
portion of an option.  The Committee shall determine whether an option shall
become exercisable in cumulative or non-cumulative installments and in part or
in full at any time.  An exercisable option, or portion thereof, may be
exercised only with respect to whole shares of common stock.<p>
An option may be exercised (i) by giving written notice to the Company (or
following other procedures designated by the Company) specifying the number of
whole shares of common stock to be purchased and accompanied by payment therefor
in full (or arrangement made for such payment to the Company's satisfaction)
either (A) in cash, (B) in previously owned whole shares of common stock (which
the optionee has held for at least six months prior to delivery of such shares
or which the optionee purchased on the open market and for which the optionee
has good title free and clear of all liens and encumbrances) having a fair
market value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise, (D) to the extent expressly authorized by the
Committee, via a cashless exercise arrangement with the Company or (E) a
combination of (A) and (B), (ii) if applicable, by surrendering to the Company
any SARs which are canceled by reason of the exercise of the option and (iii) by
executing such documents as the Company may reasonably request.  The Committee
shall have the sole discretion to disapprove of an election pursuant to clause
(C). Any fraction of a share of common stock which would be required to pay such
purchase price shall be disregarded and the remaining amount due shall be paid
in cash by the optionee.  No shares of common stock shall be delivered until the
full purchase price therefor has been paid.<p>
<a name="page_6_6"></a><b>IV.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Appreciation
Rights</b><p>
1.<i> Grants</i>.&nbsp;&nbsp;Free-standing SARs entitling the grantee to receive
cash or shares of common stock having a fair market value equal to the
appreciation in market value of a stated number of shares of common stock from
the date of grant to the date of exercise of such SARs, or in the case of tandem
SARs, from the date of grant of the related stock option to the date of exercise
of such tandem SARs, may be granted to such participants as may be selected by
the Committee.  The holder of a tandem SAR may elect to exercise either the
option or the SAR, but not both. Tandem SARs shall be automatically canceled
upon exercise of the related stock option.<p>
2.<i> Number of SARs and Base Price.</i>&nbsp;&nbsp;The number of SARs subject
to a grant shall be determined by the Committee. Any tandem SAR related to an
incentive stock option shall be granted at the same time that such incentive
stock option is granted.  The base price of a tandem SAR shall be the purchase
price per share of common stock of the related option.  The base price of a
free-standing SAR shall be determined by the Committee;<i> provided,
however,</i> that such base price shall not be less than 100% of the fair market
value of a share of common stock on the date of grant of such
SAR.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>24</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<p>
3.<i> Exercise of SARs.</i>&nbsp;&nbsp;The agreement relating to a grant of SARs
may specify whether such grant shall be settled in shares of common stock
(including restricted shares of common stock) or cash or a combination thereof.
Upon exercise of an SAR, the grantee shall be paid the excess of the then fair
market value of the number of shares of common stock to which the SAR relates
over the base price of the SAR.  Such excess shall be paid in cash or in shares
of common stock having a fair market value equal to such excess or in such
combination thereof as the Committee shall determine.  The period during which
SARs granted hereunder may be exercised shall be determined by the Committee;<i>
provided, however,</i> no SAR shall be exercised later than ten years after the
date of its grant; and<i> provided, further,</i> that no tandem SAR shall be
exercised if the related option has expired or has been canceled or forfeited or
has otherwise terminated.  The Committee may, in its discretion, establish
performance measures which shall be satisfied or met as a condition to the grant
of an SAR or to the exercisability of all or a portion of an SAR.  The Committee
shall determine whether an SAR may be exercised in cumulative or non-cumulative
installments and in part or in full at any time.  An exercisable SAR, or portion
thereof, may be exercised, in the case of a tandem SAR, only with respect to
whole shares of common stock and, in the case of a free-standing SAR, only with
respect to a whole number of SARs.  If an SAR is exercised for restricted shares
of common stock, the restricted shares shall be issued in accordance with
Section 4 of Article II and the holder of such restricted shares shall have such
rights of a stockholder of the Company as determined pursuant to such Section.
Prior to the exercise of an SAR for shares of common stock, including restricted
shares, the holder of such SAR shall have no rights as a stockholder of the
Company with respect to the shares of common stock subject to such SAR.<p>
A tandem SAR may be exercised (i) by giving written notice to the Company (or
following other procedures designated by the Company) specifying the number of
whole SARs which are being exercised, (ii) by surrendering to the Company any
options which are canceled by reason of the exercise of such SAR and (iii) by
executing such documents as the Company may reasonably request.  A free-standing
SAR may be exercised (i) by giving written notice to the Company specifying the
whole number of SARs which are being exercised and (ii) by executing such
documents as the Company may reasonably request.<p>
<b>V.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Awards to Non-Employee Directors</b><p>
1.<i> Annual Grants to Non-Employee Directors.</i>&nbsp;&nbsp;On the date of the
Company's 2004 annual meeting of stockholders, and on the date of each
subsequent annual meeting prior to the termination of this Section 1, the
Company shall make an award under the Plan to each individual who is,
immediately following such annual meeting, a non-employee director.<p>
<a name="page_6_7"></a>Awards granted pursuant to this Section 1 of Article V
shall be in the form of stock options, restricted stock, stock units or SARs.
The form of such awards, and the number of shares subject to each such award,
shall be determined by a committee meeting the requirements for the Committee
described above in Section 4 of Article I in the exercise of its sole
discretion,<i> provided, however</i> that (i) the dollar value to the recipient
of any award shall not exceed three times the then current annual base cash
retainer fee payable to non-employee directors and (ii) in determining the
dollar value of any such award, the committee shall utilize the fair market
value of a share of common stock on the date of grant.<p>
2.<i> Elective Options for Non-Employee Directors.</i>&nbsp;&nbsp;Each
non-employee director may from time to time elect, in accordance with procedures
to be specified by the Committee, to receive in lieu of all or part of (i) the
annual base cash retainer fee for services as a director of the Company, any
fees for attendance at meetings of the Board or any committee of the Board and
any fees for serving as a member or chairman of any committee of the Board that
would otherwise be payable to such non-employee director ("Fees") or (ii) the
annual phantom stock award granted to such non-employee director pursuant to the
Retirement Benefits and Phantom Stock Grants for Directors Policy ("Retirement
Benefit"), an option to purchase shares of common stock, which option shall have
a value (as determined in accordance with the Black-Scholes stock option
valuation method) as of the date of grant of such option equal to the amount of
such Fees or Retirement Benefit.  Notwithstanding anything to the contrary set
forth elsewhere in the Plan, an option granted to a non-employee director
pursuant to this Section 2 of Article V shall become exercisable in full on the
first anniversary of the date of grant.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>25</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
<b>VI.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other</b><p>
1.<i> Non-Transferability of Options and Stock Appreciation
Rights.</i>&nbsp;&nbsp;No option or SAR shall be transferable other than (i) by
will, the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as otherwise set forth in
the agreement relating to such option or SAR.  Each option or SAR may be
exercised during the participant's lifetime only by the participant or the
participant's guardian, legal representative or similar person or the permitted
transferee of the participant.  Except as permitted by the second preceding
sentence, no option or SAR may be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process.  Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any option or SAR, such award and all rights thereunder
shall immediately become null and void.<p>
2.<i> Tax Withholding.</i>&nbsp;&nbsp;The Company shall have the right to
require, prior to the issuance or delivery of any shares of common stock or the
payment of any cash pursuant to a grant or award hereunder, payment by the
holder thereof of any federal, state, local or other taxes which may be required
to be withheld or paid in connection therewith.  An agreement may provide that
(i) the Company shall withhold whole shares of common stock which would
otherwise be delivered to a holder, having an aggregate fair market value
determined as of the date the obligation to withhold or pay taxes arises in
connection therewith (the "Tax Date"), or withhold an amount of cash which would
otherwise be payable to a holder, in the amount necessary to satisfy any such
obligation or (ii) the holder may satisfy any such obligation by any of the
following means: (A) a cash payment to the Company, (B) delivery to the Company
of previously owned whole shares of common stock (which the holder has held for
at least six months prior to the delivery of such shares or which the holder
purchased on the open market and for which the holder has good title, free and
clear of all liens and encumbrances) having an aggregate fair market value
determined as of the Tax Date, equal to the amount necessary to satisfy any such
obligation, (C) authorizing the Company to withhold whole shares of common stock
which would otherwise be delivered having an aggregate fair market value
determined as of the Tax Date or withhold an amount of cash which would
otherwise be payable to a holder, equal to the amount necessary to satisfy any
such liability, (D) in the case of the exercise of an option, a cash payment by
a broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (E) any combination of (A), (B) and
(C);<a name="page_6_8"></a><i> provided, however</i>, that the Committee shall
have sole discretion to disapprove of an election involving clause (D). An
agreement relating to a grant or award hereunder may not provide for shares of
common stock to be withheld having an aggregate fair market value in excess of
the minimum amount of taxes required to be withheld.  Any fraction of a share of
common stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the holder.<p>
3.<i> Acceleration Upon Change in Control.</i>&nbsp;&nbsp;If while (i) any
performance award or fixed award granted under Article II is outstanding, (ii)
any stock option granted under Article III of the Plan or SAR granted under
Article IV of the Plan is outstanding or (iii) any award made to non-employee
directors pursuant to Article V ("non-employee director awards") is
outstanding:</p>
<p style="margin-left:45">(a) any "person," as such term is defined in Section
3(a)(9) of the Exchange Act, as modified and used in Section 13(d) and 14(d)
thereof (but not including (i) the Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company)
(hereinafter a "Person") is or becomes the beneficial owner, as defined in Rule
13d-3 of the Exchange Act, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates, excluding an
acquisition resulting from the exercise of a conversion or exchange privilege in
respect of outstanding convertible or exchangeable securities) representing 50%
or more of the combined voting power of the Company's then outstanding
securities; or</p><p>
</p>
<p style="margin-left:45">(b) during any period of two (2) consecutive years
beginning on the date that stockholders approve the Plan, individuals who at the
beginning of such period constitute the Board and any new director (other than a
director designated by a Person who has entered into any agreement with the
Company to effect a transaction described in Clause (a), (c) or (d) of this
Section) whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or</p><p>
</p>
<p style="margin-left:45">(c) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation (hereinafter, a
"Corporate Transaction"), other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at least 50% of the
combined voting power of the voting securities of the Company or such surviving
or acquiring entity outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person acquires more than 50%
of the combined voting power of the Company's then outstanding securities;
or</p><div align="center" color="#000080" style="position:relative; left: -5"><b>26</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
</p>
<p style="margin-left:45">(d) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, (any of such
events being hereinafter referred to as a "Change in Control"), then from and
after the date on which public announcement of the acquisition of such
percentage shall have been made, or the date on which the change in the
composition of the Board set forth above shall have occurred, or the date of any
such stockholder approval of a merger, consolidation, plan of complete
liquidation or an agreement for the sale of the Company's assets as described
above occurs (the applicable date being hereinafter referred to as the
"Acceleration Date"), (i) with respect to such performance awards, the highest
level of achievement specified in the award shall be deemed met and the award
shall be immediately and fully vested, (ii) with respect to such fixed awards,
the period of continued employment specified in the award upon which the award
is contingent shall be deemed completed and the award shall be immediately and
fully vested, (iii) with respect to such options and SARs, all such options and
SARs, whether or not then exercisable in whole or in part, shall be immediately
and fully exercisable and (iv) with respect to such non-employee director
awards, all conditions with respect to vesting or exercisability shall be deemed
to be satisfied and such awards shall be immediately and fully vested and
exercisable.</p><p>
<p>
<a name="page_6_9"></a>4.<i> Restrictions on Shares.</i>&nbsp;&nbsp;Each grant
and award made hereunder shall be subject to the requirement that if at any time
the Company determines that the listing, registration or qualification of the
shares of common stock subject thereto upon any securities exchange or under any
law, or the consent or approval of any governmental body, or the taking of any
other action is necessary or desirable as a condition of, or in connection with,
the delivery of shares thereunder, such shares shall not be delivered unless
such listing, registration, qualification, consent, approval or other action
shall have been effected or obtained, free of any conditions not acceptable to
the Company.  The Company may require that certificates evidencing shares of
common stock delivered pursuant to any grant or award made hereunder bear a
legend indicating that the sale, transfer or other disposition thereof by the
holder is prohibited except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.<p>
5.<i> No Right of Participation or Employment.</i>&nbsp;&nbsp;No person (other
than non-employee directors to the extent provided in Article V) shall have any
right to participate in the Plan.  Neither the Plan nor any grant or award made
hereunder shall confer upon any person any right to employment or continued
employment by the Company, any subsidiary or any affiliate of the Company or
affect in any manner the right of the Company, any subsidiary or any affiliate
of the Company to terminate the employment of any person at any time without
liability hereunder.<p>
6.<i> Rights as Stockholder.</i>&nbsp;&nbsp;No person shall have any right as a
stockholder of the Company with respect to any shares of common stock or other
equity security of the Company which is subject to a grant or award hereunder
unless and until such person becomes a stockholder of record with respect to
such shares of common stock or equity security.<p>
7.<i> Governing Law.</i>&nbsp;&nbsp;The Plan, each grant and award hereunder and
the related agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Code or the laws of the
United States, shall be governed by the laws of the State of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of laws.<p>
8.<i> Foreign Participants.</i>&nbsp;&nbsp;Notwithstanding any provision of the
Plan to the contrary the Committee may, with a view to both promoting
achievement of the purposes of the Plan and complying with (i) provisions of
laws in countries outside the United States in which the Company or its
subsidiaries operate or have employees and (ii) the rules of any foreign stock
exchange upon which the common stock may be listed, determine which persons
outside the United States shall be eligible to participate in the Plan on such
terms and conditions different from those specified in the Plan as may in the
judgment of the Committee be necessary or advisable and, to that end, the
Committee may establish sub-plans, modified option exercise procedures and other
terms and procedures.<p>
9.<i> Insider Limits.</i>&nbsp;&nbsp;Notwithstanding any other provision of the
Plan, (i) the maximum number of shares of common stock which may be reserved for
issuance to insiders (as defined in the Ontario Securities Act) under the Plan,
together with any other previously established or proposed incentive plan, shall
not exceed 10% of the outstanding shares of common stock, (ii) the maximum
number of shares of common stock which may be issued to insiders under the Plan,
together with any other previously established or proposed incentive plan,
within any one year period shall not exceed 10% of the outstanding shares of
common stock, and (iii) the maximum number of shares of common stock which may
be issued to any one insider and his or her associates under the Plan, together
with any other previously established or proposed incentive plan, within a one
year period, shall not exceed 5% of the outstanding shares of common stock.<p>
10.<i> Approval of Plan.</i>&nbsp;&nbsp;The Plan and all grants and awards made
hereunder shall be null and void if the adoption of the Plan is not approved by
the affirmative vote of a majority of the shares of common stock present in
person or represented by proxy at the next meeting of stockholders following the
Board's adoption of the Plan.</p align="center">
<div align="center" color="#000080" style="position:relative; left: -5"><b>27</b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div><p>
</p>


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SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8/Amendment No. 2
AMENDED REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SiteWorks Building and Development
Co.,
(Exact name as specified in its charter)
Florida
58-2590047
(State or other jurisdiction of Incorporation)
(I.R.S. Employer identification No.)
2534 N Miami Ave, Miami Florida 33127
(Address and Principal Executive Office and Zip Code)
Employee Incentive and Consultant Compensation Plan
(Full title of plan)
Spiegel & Utrera
1840 Coral Way, 4
th
Floor, Miami Fl 33145
(Name and address of agent for service)
(305) 857-3700
(Telephone number, including area code, of agent for service)
Copy to:
Law offices of Glenn Hanneman
Attorney at Law
24 Brena,92620
Irvine California
(714) 5-44-1912
(Name, address and telephone number, including area code, of
counsel)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered (1)
Proposed maximum Offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock (par value $.0001)
40,000,000Shares
$.08
$3,200,000
$141.24
Estimated solely for the purpose of calculating the amount of registration fee.
Such estimate has been computed in accordance with Rules 457(c) and 457 (h) of
the General Rules and Regulations under the Securities Act of 1993, as amended,
based upon the price of the shares of $.08 based upon the closing bid price of
the shares on October 16, 2005
(1)
Shares issuable under awards granted under the SiteWorks Inc 2005
Performance Incentive Plan, together with such additional and indeterminate
number of shares of common stock and preferred stock purchase rights of the
registrant as may become issuable as the result of stock splits, stock dividends
or similar transactions affecting the common stock of the registrant.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1.  Plan Information
This Amended Registration Statement on Form S-8/a provides for the issuance of a
total of 75,000,000 shares of common stock, par value $.001 per share of
Siteworks Inc,. ("SWKJ"), under the SiteWorks Employee Stock Incentive Plan and
for various consultants the company may retain from time to time. Prior S8
filings were for a total of 35,000,000 shares.
Item 2.  Registrant Information and Employee Plan Annual Information
Not applicable. * This registration statement relates to securities of SiteWorks
Inc (the "registrant") to be offered pursuant to the SiteWorks Inc 2005
Performance Incentive Plan, as indicated on the facing sheet hereof. Information
required by Part I to be contained in the Section 10(a) prospectus related to
this plan is omitted from this registration statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities
Act"),
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference
The following documents filed by SWKJ with the SEC are incorporated by reference
herein:
(a) SWKJ's Annual Report on Form 10-K for its fiscal year ended December 31,
2004 (Commission File No.
000-29521
(b) all other reports filed
by SWKJ pursuant to Section 13 or Section 15(d) of the Exchange Act, since June
30, 2001 through the date hereof; and
(c) any document filed by SWKJ with the
SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all shares
registered hereunder have been sold or that deregisters all such shares then
remaining unsold, such documents being deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
Item 4.  Description of Securities
Reference is made to Item 9, Description of Securities, in SWKJ's annual report
on Form 10KSB-, Commission File No.
000-29521
filed with the Commission
on March 30, 2005.
Item 5.  Interests of Named Experts and Counsel
None.
1
Item 6.  Indemnification of Directors and Officer
SWKJ's Certificate of Incorporation, as amended, provides the right to indemnify
of our officers and directors to the fullest extent permitted by Florida law. In
addition, under the Certificate of Incorporation, as amended, no director shall
be liable personally to SWKJ or its stockholders for monetary damages for breach
of fiduciary duty as a director; provided that the certificate of incorporation
does not eliminate the liability of a director for (1) any breach of the
director's duty of loyalty to SWKJ or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) acts or omissions in respect of certain unlawful dividend payments
or stock redemptions or repurchases; or (4) any transaction from which such
director receives improper personal benefit.
The General Corporation Law of the State of Florida  (Section 602) allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach
of his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Florida corporate law or
obtained an improper personal benefit. The Certificate of Incorporation, as
amended, of SiteWorks Building and Development Co.,., contains a provision which
eliminates directors' personal liability as set forth above. The General
Corporation Law of the State of Florida (Section 145) gives Florida corporations
broad powers to indemnify their present and former directors and officers and
those of affiliated corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions; gives a
director or officer who successfully defends an action the right to be so
indemnified; and authorizes the corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other right to
which those indemnified may be entitled under any bylaw, agreement, vote of
stockholders or otherwise. SiteWorks Building and Development Co.,'s Certificate
of Incorporation, as amended, provides that it is empowered to indemnify, to the
fullest extent as expressly authorized by the General Corporation Law of the
State of Florida, the directors and officers of SWKJ. This right of
indemnification is not exclusive of any other right which any person may acquire
under any statute, bylaw, agreement, contract, vote of stockholders or
otherwise. SiteWorks Building and Development Co.,, as permitted by the General
Corporation Law of the State of Florida, may purchase liability policies which
indemnify its officers and directors against loss arising from claims by reason
of their legal liability for acts as officers or directors subject to
limitations and conditions as set forth in the policies.
Commission Policy
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or persons
controlling SWKJ pursuant to the foregoing provisions, or otherwise, SWKJ has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
Item 7.  Exemption from Registration Claimed
Not applicable.
Item 8.  Exhibits
The Exhibits to this registration statement are listed in the index to Exhibits
on page 5.
2
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;
(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 in the registration
statement. 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 or 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), Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% 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 paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section do not apply if the registration statement is on Form
S-3 (Section 239.13 of this chapter) or Form S-8 (Section 239.16b of this
chapter) or Form F-3 (Section 239.33 of Regulation S-K), 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 SEC by SWKJ
pursuant to Section 13 or Section 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, as amended, 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.
(4) If the registration is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Section 210.3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided that SWKJ includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (Section 239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Section 210.3-19 of this
chapter if such financial statements and information are contained in periodic
reports filed with or furnished to the SEC by SWKJ pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Form F-3.(b) Filings incorporating subsequent Exchange Act
documents by reference. Include the following if the registration statement
incorporates by reference any Exchange Act document filed subsequent to the
effective date of the registration statement:
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, as amended, each filing of
SWKJ's annual report pursuant to Section 13(a) or Section 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.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, SWKJ
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a 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 Miami , Florida
SiteWorks Building and Development Co.,
/s/C M Nurse
C M Nurse, Chairman and CEO
/s/ Beverly Callender, Secretary
4
INDEX TO EXHIBITS
5.1
Opinion of Counsel, regarding the legality of the securities registered
hereunder.
5
23.1
Consent of Independent Certified Public Accountants.
6
23.2
Consent of Counsel (included as part of Exhibit 5.1).
5
Exhibit 5.1
Law Offices of Glenn P. Hannemann
24 Brena
Irvine, California
92620
714 544-1912
714 544-0218 fax
October 16, 2005
Board of Directors
SiteWorks Building and Development Co.,
2534 N. Miami
Avenue
Miami, Florida 33140
Re:     Issuance of Shares Pursuant to Registration on
Form S8
Gentlemen:
Our firm has acted as counsel to
SiteWorks Building and Development Co.,., a Florida corporation ("Company"), in
connection with offering of up to 40,000,000 shares of its common stock
("Shares") pursuant to registration on Form S 8/A dated October 16, 2005 (the
"Statement").  You have requested our opinion as set forth below, to be
effective upon closing of the offering described in the Statement.
In rendering such opinion, we have
examined such documents and have made such examination of law as we have deemed
relevant and copies of the following documents which we assume comport to the
originals thereof.
1.     Articles of Incorporation of the Company and all
amendments thereto.
2.     Bylaws of the Company and all amendments
thereto.
3.     The Statement and all exhibits thereto.
Based upon the above, it is our opinion that, provided that the Shares are sold
in accordance with the Statement, and the terms of any Underwriting Agreement(s)
and related Fund Escrow agreement(s), upon their issuance, as a matter of
Florida law, the Shares will be the fully paid validly and legally issued and
non-assessable common stock of the Company.
This opinion may be filed in connection with the Statement but may be used for
no other purpose without our consent.
Very truly yours,
/s/ Glenn P Hannemann
Glenn P. Hannemann
GPH/dhh
5
Exhibit 23.1
BAGELL, JOSEPHS
& COMPANY, L.L.C.
Certified Public Accountants
High Ridge Commons
Suites 400-403
200 Haddonfield Berlin Road
Gibbsboro, New Jersey   08026
P: 856-346-2828
F: 856-346-2882
October 16, 2005
The Board of Directors
SiteWorks Building and Development Co.,
2534 N.
Miami Ave.
Miami, FL
Ref: Consent to use of financial statements
Gentlemen:
We consent to the use of our consolidated financial statements dated March 10,
2005 with respect to SiteWorks Building and Development Co., and subsidiary for
the years ended December 31, 2004 and 2003, included herein on annual reports,
and reference to our firm under the heading "Experts" in the company's
prospectus.
/s/ Bagell Josephs & Company LLC
Gibbsboro, New Jersey
October 16, 2005
6
BYLAWS
OF
SiteWorks Building and Development Co.,
ARTICLE I
Registered Office and Registered Agent
The registered office of the
corporation shall be located in the state of Florida at such place as may be
fixed from time to time by the board of directors upon filing of such notices as
may be required by law, and the registered agent shall have a business office
identical with such registered office.  Any change in the registered agent or
register office shall be effective upon filing such change with the office of
the Secretary of State of the state of Florida.
ARTICLE II
Shareholders' Meetings
Section 1.  Annual
Meetings
.  The annual meeting of the shareholders of the corporation shall
be held at the registered office of the corporation, or such other place as may
be designated by the notice of the meeting, during the month of September each
year, for the purpose of election of directors and for such other business as
may properly come before the meeting.
Section 2.  Special
Meetings
.  Special meetings of the shareholders of the corporation may be
called at any time by the president, or by a majority of the board of directors,
or by the holders of at least twenty-five percent (25%) of all the votes
entitled to be cast on any issue proposed to be considered at a proposed special
meeting; provided that upon qualification of the corporation as a "public
company" under the General Corporation Law of the State Of Florida, the
percentage of votes required to call a special meeting shall be thirty percent
(30%).  No business shall be transacted at any special meeting of shareholders
except as is specified in the notice calling for said meeting.  The board of
directors may designate any place as the place of any special meeting called by
the president or the board of directors, and special meetings called at the
request of shareholders shall be held at such place as may be determined by the
board of directors and placed in the notice of such meetings.
Section  3.  Notice of
Meetings
.  Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
by the secretary or persons authorized to call the meeting to each shareholder
of record entitled to vote at the meeting.  Such notice shall be given not less
than ten (10) nor more than sixty (60) days prior to the date of the meeting,
except that notice of a meeting to act on (i) an amendment to the Articles of
Incorporation, (ii) a plan of merger or share exchange, (iii) a proposed sale,
lease, exchange or other disposition of substantially all of the assets of the
corporation other than in the usual or regular course of business, or (iv) the
dissolution of the corporation shall be given no fewer than twenty (20) days nor
more than sixty (60) days before the meeting date.  Notice may be transmitted by
mail, private carrier or personal delivery; telegraph or teletype; or telephone,
wire or wireless equipment which transmits a facsimile of the notice.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at the shareholder's address as it
appears on the stock transfer books of the corporation.
Section 4.  Waiver of
Notice
.  Notice of the time, place, and purpose of any meeting may be waived
in writing (either before or after such meeting) and will be waived by any
shareholder by the shareholder's attendance at the meeting in person or by
proxy, unless the shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting.  Any shareholder so waiving
shall be bound by the proceedings of any such meeting in all respects as if due
notice thereof had been given.
Section 5.  Quorum and
Adjourned Meetings
.  A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum a
meeting of shareholders.  A majority of the shares represented at a meeting,
even if less than a quorum, may adjourn the meeting from time to time without
further notice.  At such reconvened meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  The shareholders present at a duly
organized meeting may continue to transact business at such meeting and at any
adjournment of such meeting (unless a new record date is or must be set for the
adjourned meeting), notwithstanding the withdrawal of enough shareholders from
either meeting to leave less than a quorum.
7
Section 6.  Proxies
.
At all meetings of shareholders, a shareholder may vote by proxy executed in
writing by the shareholder or by the shareholder's duly authorized attorney in
fact.  Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy.
Section 7.  Voting
Record
.  After fixing a record date for a shareholders' meeting, the
corporation shall prepare an alphabetical list of the names of all shareholders
on the record date who are entitled to notice of the shareholders' meeting. The
list shall be arranged by voting group, and with each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder.  A shareholder, shareholder's agent, or a shareholder's attorney
may inspect the shareholder's list, beginning ten days prior to the
shareholders' meeting and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held during regular business hours and at the
shareholder's expense.  The shareholders' list shall be kept open for inspection
during such meeting or any adjournment.
Section 8.  Voting of
Shares
.  Except as otherwise provided in the Articles of Incorporation or in
these Bylaws, every shareholder of record shall have the right at every
shareholders' meeting to one vote for every share standing in the shareholder's
name on the books of the corporation.  If a quorum exists, action on a matter,
other than election of directors, is approved by a voting group of shareholders
if the votes cast within the voting group favoring the action exceed the votes
cast within the voting group opposing the action, unless the Articles of
Incorporation or the Florida Business Corporation Act require a greater number
of affirmative votes.
Section 9.  Record
Date
.  For the purpose of determining shareholders entitled to notice or to
vote at any meeting of shareholders, or any adjournment thereof, or entitled to
receive payment of any dividend, the board of directors may fix in advance a
record date for any such determination of shareholders, such date to be not more
than seventy (70) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.  If no record date
is fixed for the determination of shareholders entitled to notice of or to vote
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the day before the date on which notice of the meeting is mailed or
the date on which the resolution of the board of directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date, which it must do if the meeting is adjourned
more than one hundred twenty (120) days after the date fixed for the original
meeting.
ARTICLE III
Directors
Section 1.  General
Powers
.  All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors except as otherwise provided by the laws of
the state of Florida or in the Articles of Incorporation.
Section 2.  Number
.
The number of directors of the corporation is three. The numbers of directors
can be increased or decreased from time to time by the vote of the directors or
shareholders to amend this Section 2, provided that the number of directors
shall be not less than one, and provided further that no decrease shall shorten
the term of any incumbent director.
Section 3.  Tenure and
Qualification
.  At the first annual meeting of shareholders and at each
annual meeting thereafter, the shareholders of the corporation shall elect
directors.  Each director shall hold office until the next succeeding annual
meeting and until his or her successor shall have been elected and qualified.
Directors need not be residents of the state of Florida or shareholders of the
corporation.
Section 4.  Election
.
The directors shall be elected by the shareholders at their annual meeting each
year; and if, for any cause, the directors shall not have been elected at an
annual meeting, they may be elected at a special meeting of shareholders called
for that purpose in the manner provided by these Bylaws.
Section
5.  Vacancies
.  Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by the shareholders, the board of directors, or a majority of the remaining
directors if they do not constitute a quorum.
8
Section
6.  Resignation
.  Any director may resign at any time by
delivering written notice to the board of directors, its chairperson, the
president or the secretary of the corporation.  A resignation shall be effective
when the notice is delivered unless the notice specifies a later effective date.
Section 7.  Removal of
Directors
.  At a meeting of shareholders called expressly for that purpose,
the entire board of directors, or any member thereof, may be removed, with or
without cause, by a vote of the holders of a majority of shares then entitled to
vote at an election of such directors.
Section 8.  Meetings
.
(a) The annual meeting of the board of
directors shall be held  immediately after the annual shareholders' meeting at
the same place as the  annual shareholders' meeting or at such other place and
at such time as may be  determined by the directors.  No notice of the annual
meeting of the board of directors shall be necessary.
(b) Special meetings may be called at
any time and place upon the call of the president, secretary, or any director.
Notice of the time and place of each special meeting shall be given by the
secretary or the persons calling the meeting, by mail, private carrier, radio,
telegraph, telegram, facsimile transmission, personal communication by telephone
or otherwise at least two (2) days in advance of the time of the meeting.  The
purpose of the meeting need not be given in the notice.  Notice of any special
meeting may be waived in writing or by telegram (either before or after such
meeting) and will be waived by any director by attendance thereat.
(c) Regular meetings of the board of
directors shall be held at such place and on such day and hour as shall from
time to time be fixed by resolution of the board of directors. No notice of
regular meetings of the board of directors shall be necessary.
(d) At any meeting of the board of
directors, any business may be transacted, and the board may exercise all of its
powers.
Section 9.  Quorum and
Voting
.
(a) A majority of the directors shall
constitute a quorum, but a lesser number may adjourn any meeting from time to
time until a quorum is  obtained, and no further notice thereof need be given.
(b) If a quorum is present when a vote
is taken, the  affirmative vote of a majority of the directors present at the
meeting is the  act of the board of directors.
Section
10.  Compensation
.  By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 11.  Presumption
of Assent
.  A director of the corporation who is  present at a meeting of
the board of directors at which action on any  corporate matter is taken shall
be presumed to have assented to the action  taken unless:
(a) The director objects at the
beginning of the meeting, or promptly upon the director's arrival, to holding it
or transacting business at the meeting:
(b) The director's dissent or
abstention from the action taken is entered in the minutes of the meeting; or
(c) The director delivers written
notice of the director's dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within a reasonable time
after adjournment of the meeting.  The right of dissent or abstention is not
available to a director who votes in favor of the action taken.
9
Section
12.  Committees
.  The board of directors, by resolution adopted by
a majority of the full board of directors, may designate one or more committees
from among its members, each of which must have two or more members and, to the
extent provided in such resolution, shall have and may exercise all the
authority of the board of directors, except that no such committee shall have
the authority to: authorize or approve a distribution except according to a
general formula or method prescribed by the board of directors; approve or
propose to shareholders action that the General Corporation Law of the State Of
Florida requires to be approved by shareholders; fill vacancies on the board of
directors or on any of its committees; amend any Articles of Incorporation
requiring shareholder approval; adopt, amend or repeal Bylaws; approve a plan of
merger requiring shareholder approval; or authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and relative
rights, preferences and limitations of a class or series of shares, except that
the board of directors may authorize a committee, or a senior executive officer
of the corporation, to do so within limits specifically prescribed by the board
of directors.
ARTICLE IV
Special Measures for Corporate Action
Section 1.  Actions by
Written Consent
. Any corporate action required or permitted by the Articles
of Incorporation, Bylaws, or the laws under which the corporation is formed, to
be voted upon or approved at a duly called meeting of the directors, committee
of directors, or shareholders may be accomplished without a meeting if one or
more unanimous written consents of the respective directors or shareholders,
setting forth the actions so taken, shall be signed, either before or after the
action taken, by all the directors, committee members, or shareholders, as the
case may be.  Action taken by unanimous written consent is effective when the
last director or committee member signs the consent, unless the consent
specifies a later effective date.  Action taken by unanimous written consent of
the shareholders is effective when all consents are in possession of the
corporation, unless the consent specifies a later effective date.
Section 2.  Meetings by
Conference Telephone
.  Members of the board of directors, members of a
committee of directors, or shareholders may participate in their respective
meetings by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time; participation in a meeting by such means shall constitute
presence in person at such meeting.
ARTICLE V
Officers
Section 1.  Officers
Designated
.  The officers of the corporation shall be a president, a
secretary and a treasurer, each of whom shall be elected by the board of
directors.  Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the board of directors.  Any two or
more offices may be held by the same person.
The board of directors may, in its
discretion, elect a chairperson and one or more vice-chairpersons of the board
of directors; and, if a chairperson has been elected, the chairperson shall,
when present, preside at all meetings of the board of directors and the
shareholders and shall have such other powers as the board may prescribe.
Section 2.  Election,
Qualification and Term of Office
.  Each of the officers shall be elected by
the board of directors.  None of said officers need be a director.  The officers
shall be elected by the board of directors at each annual meeting of the board
of directors.  Except as hereinafter provided, each of said officers shall hold
office from the date of his or her election until the next annual meeting of the
board of directors and until his or her successor shall have been duly elected
and qualified.
Section 3.  Powers and
Duties
.
(a) President.  The president shall be
the chief executive officer of the corporation and, subject to the direction and
control of the board of directors, shall have general charge and supervision
over its property, business, and affairs.
10
(b) Secretary.  The secretary shall:
(1) keep the minutes of the shareholders' and of the board of directors'
meetings in one or more books  provided for that purpose; (2) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (3) be custodian of the corporate records and of the seal of
the corporation and affix the seal of the corporation to all documents as may be
required; (4)  keep a register of the post office address of each shareholder
which shall be furnished to the secretary by such shareholder; (5) sign with the
president,  or a vice president, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the board of
directors;  (6) have general charge of the stock transfer books of the
corporation; and (7) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to him or
her by the president or by the board of directors.
(c) Treasurer.  Subject to the
direction and control of the board of directors, the treasurer shall have the
custody, control, and disposition of the funds and securities of the corporation
and shall account for the same; and, at the expiration of his or her term of
office, her or she shall turn over to his or her successor all property of the
corporation in his or her possession.
Section 4.  Assistant
Secretaries and Assistant  Treasurers
.  The assistant secretaries, when
authorized by the board of directors, may sign with the president, or a vice
president, certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the board of directors.  The
assistant treasurers shall, respectively, if required by the board of directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the board of directors shall determine.  The assistant secretaries
and assistant treasurers, in general, shall perform such duties as shall be
assigned to them by the secretary or the treasurer, respectively, or by the
president or the board of directors.
Section 5.  Removal
.
The board of directors shall have the right to remove any officer whenever in
its judgment the best interests of the corporation will be served thereby.
Section
6.  Vacancies
.  The board of directors shall fill any office which
becomes vacant with a successor who shall hold office for the unexpired  term
and until his or her successor shall have been duly elected and qualified.
Section 7.  Salaries
.
The salaries of all officers of the corporation shall be fixed by the board of
directors.
ARTICLE VI
Share Certificates
Section 1.  Issuance,
Form and Execution of Certificates
.  No shares of the corporation shall be
issued unless authorized by the board.  Such authorization shall include the
maximum number of shares to be issued, the consideration to be received for each
share, the value of noncash consideration, and a statement that the board has
determined that such consideration is adequate.  Certificates for shares of the
corporation shall be in such form as is consistent with the provisions of the
General Corporation Law of the State of Florida and shall state:
(a)     The
name of the corporation and that the corporation is SiteWorks Inc. organized
under the laws of this state; Florida
(b)     The
name of the person to whom issued; and
(c)     The
number and class of shares and the designation of the series, if any, which such
certificate represents.  They shall be signed by two officers of the
corporation, and the seal of the corporation may be affixed thereto.
Certificates may be issued for fractional shares.  No certificate shall be
issued for any share until the consideration established for its issuance has
been paid.
Section
2.  Transfers
.  Shares may be transferred by delivery of the
certificate therefor, accompanied either by an assignment in writing on the back
of the certificate, written assignment separate from certificate, or written
power of attorney to assign and transfer the same signed by the record holder of
the certificate. The board of directors may, by resolution, provide that
beneficial owners of shares shall be deemed holders of record for certain
specified purposes.  Except as otherwise specifically provided in these Bylaws,
no shares shall be transferred on the books of the corporation until the
outstanding certificate thereof has been surrendered to the corporation.
Section  3.  Loss or
Destruction of Certificates
.  In case of loss or  destruction of any
certificate of shares, another may be issued in its place upon proof of such
loss or destruction and upon the giving of a satisfactory  indemnity bond to the
corporation.  A new certificate may be issued without requiring any bond when in
the judgment of the board of directors it is proper to do so.
11
ARTICLE VII
Books and Records
Section 1.  Books of
Account, Minutes and Share Register
.  The corporation shall keep as
permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee of
the board of directors exercising the authority of the board of directors on
behalf of the corporation.  The corporation shall maintain appropriate
accounting records.  The corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.  The corporation shall keep a copy
of the following records at its principal office: the Articles or Restated
Articles of Incorporation and all amendments to them currently in effect; the
Bylaws or Restated Bylaws and all amendments to them currently in effect; the
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past three years; its financial
statements for the past three years, including balance sheets showing in
reasonable detail the financial condition of the corporation as of the close of
each fiscal year, and an income statement showing the results of its operations
during each fiscal year prepared on the basis of generally accepted accounting
principles or, if not, prepared on a basis explained therein; all written
communications to shareholders generally within the past three years; a list of
the names and business addresses of its current directors and officers; and its
most recent annual report delivered to the Secretary of State of the state of
Florida.
Section 2.  Copies of
Resolutions
.  Any person dealing with the corporation may rely upon a copy
of any of the records of the proceedings, resolutions, or votes of the board of
directors or shareholders, when certified by the president or secretary.
ARTICLE VIII
Bylaws
The board of directors may adopt,
amend or repeal the bylaws, or adopt new bylaws, subject to the reserved power
of the shareholders to amend or repeal the bylaws, or adopt new bylaws, and in
amending or repealing a particular bylaw to provide expressly that the board of
directors may not amend or repeal that bylaw.  The following changes have been
made to the by laws of the corporation.
SHARES
2.2  Consideration For
Shares.  Shares may be issued for consideration consisting of any tangible or
intangible property or benefit to the corporation, including cash, promissory
notes, services performed, contracts for services to be performed, or other
securities of the corporation, as may be authorized by the board of directors.
The board of directors may determine that the consideration received or to be
received for the shares to be issued is adequate; when the corporation has
received the consideration so determined, the shares issued therefore will be
fully paid and nonassessable.
2.3  No Cumulative Voting.
The shareholders are not entitled to cumulate votes at any election of
directors.
2.4  No Preemptive Right.
The shareholders do not have any preemptive right to acquire unissued shares or
securities convertible into or carrying a right to subscribe for or acquire
shares.
ARTICLE IX
LIMITATION OF DIRECTORS' LIABILITY
Any personal liability of a director
to the corporation or its shareholders for monetary damages for conduct as a
director is eliminated, except for any liability for any acts or omissions that
involve intentional misconduct by a director or a knowing violation of law by a
director, for conduct violating the applicable part of General Corporation Laws
of the State of Florida, for any transaction from which the director will
personally receive a benefit in money, property, or services to which the
director is not legally entitled, or for any act or omission occurring prior to
the date when this Article becomes effective.  If after this Article becomes
effective the General Corporation Law of the State of Florida is amended to
authorize further elimination or limitation of liability of a director, then,
upon the effective date of the amendment, the liability of a director shall be
further eliminated and limited without further act to the fullest extent so
authorized.  No amendment or repeal of these Articles of Incorporation shall
reduce the extent of any elimination or limitation of liability of a director
existing immediately prior to the amendment or repeal.
12
ARTICLE X
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. INDEMNIFICATION
The corporation shall have the power
to indemnify any director, officer, employee, or agent of the corporation as
provided in Section 607.0850of the Business Corporation Act.
SECTION 2. ADDITIONAL INDEMNIFICATION
The corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any Bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in the person's
official capacity and as to action in another capacity while holding such
office. However, such further indemnification or advancement of expenses shall
not be made in those instances as specified in the Business Corporation Act."
Florida Statutes. provides for the
indemnification of a director and/or officer who is a party to any legal
proceeding against them "if he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful."
Florida Statutes also provides that
there shall be no indemnification to or on behalf of any director or officer if
a judgment or other final adjudication establishes that his or her actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute (a) a violation of criminal law unless the officer or director had
reasonable cause to believe his or her conduct was unlawful; (b) a transaction
whereby the director or officer derived an improper personal benefit; (c) in the
case of a director, a violation of his or her fiduciary duties; or (d) willful
misconduct.
In so far as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, or controlling persons pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
& Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.
7.1  Right to
Indemnification.  EACH INDIVIDUAL (including an individual's personal
representative) who was or is made a party or is threatened to be made a party
to, or is otherwise involved (including, without limitation, as a witness) in,
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or by or in the right of the
corporation, or otherwise (a "Proceeding") because the individual or another
individual of whom the individual is a personal representative:
(a)  is or was a director or officer of the
corporation or any predecessor entity, or
(b)  being or having
been such a director or officer, is or was serving at the request of the
corporation or any predecessor entity asa director, officer, partner, trustee,
employee, agent, or in any other relationship or capacity whatsoever, of any
other foreign or domestic corporation, partnership, joint venture, employee
benefit plan or trust or other trust, enterprise or other private or
governmental entity, agency, board, commission, body or other unit whatsoever (
(a) and (b) collectively, an "Indemnitee")
SHALL BE INDEMNIFIED AND HELD HARMLESS by the corporation to the fullest extent
not prohibited by the General Corporation Law of the State of Florida as the
same exists or may hereafter be amended (but, in the case or any amendment, only
to the extent that the amendment does not prohibit the corporation from
providing broader indemnification rights than prior to the amendment) IF the
Indemnitee acted in good faith and reasonably believed the Indemnitee's conduct
was in the corporation's best interests (in the case of conduct in the
Indemnitee's official capacity with the corporation) and (in all other cases)
was at least not opposed to the corporation's best interests and is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances
("Corporation's Standards for Indemnification"), WITHOUT REGARD TO the
limitations as per the applicable statue of the General Corporation Law of the
State of Florida, AND WHETHER OR NOT the Indemnitee met the standard of conduct
set forth in Florida Law or any other standard of conduct set forth in as per
the General Corporation Law of the State of Florida.
13
AGAINST ALL DIRECT AND INDIRECT EXPENSES, LIABILITIES AND LOSSES (including but
not limited to attorney fees, judgments, settlements, penalties, fines, ERISA
and employee benefit plan and other excise taxes and other taxes and penalties,
environmental and remediation expenses, settlements, penalties and fines, and
other adverse effects) that are actually incurred or suffered by the Indemnitee
in connection with the Proceeding (whether or not the basis of the Proceeding is
alleged conduct, action or inaction in an official capacity as a director,
officer, partner, trustee, employee, agent, or in any other relationship or
capacity whatsoever).
The indemnification granted in the
Article is a contract right and includes the right to payment by, and the right
to receive reimbursement from, the corporation of all the Indemnitee's expenses
as they are incurred, including advances in advance of final disposition of the
Proceeding.  The term "expenses" as used in this Article includes without
limitation all counsel and attorneys' fees and costs.
Notwithstanding the foregoing, an
advance for expenses incurred by an Indemnitee who is a party to a Proceeding
because the Indemnitee is or was a director of the corporation or any
predecessor entity shall be made in advance of final disposition of the
Proceeding only upon receipt by the corporation of (i) a written undertaking
(hereinafter an "undertaking") executed personally or on the Indemnitee's behalf
to repay the advance if and to the extent it is ultimately determined by order
of a court having jurisdiction (which determination shall become final upon
expiration of all rights to appeal, hereinafter a "final adjudication") that the
Indemnittee is not entitled to be indemnified for such expenses under this
Article, and (ii) a written affirmation by the Indemnitee of the Indemnitee's
good faith belief that the Indemnitee has net the Corporation's Standards for
Indemnification as defined in this Article for the amount claimed.
The undertaking must be an unlimited
general obligation of the Indemnitee, unsecured and without reference to
financial ability to make repayment.
7.2  Court-Ordered
Indemnification or Advance; Presumption.  If any claim for indemnification or
advance of expenses under Section 7.1 of this Article is not paid in full by the
corporation within 30 days after a written claim has been received by the
corporation, the Indemnitee may at any time thereafter apply for indemnification
or advance of expenses to the court conducting the Proceeding or to another
court of competent jurisdiction. If the Indemnitee is successful in whole or in
part in any such application, the corporation shall also pay to Indemnitee all
the Indemnitee's expenses in connection with the application.
The Indemnitee shall be presumed to be
entitled to indemnification and advances of expenses under this Article upon the
corporation's receipt of Indemnitee's written claim (and in any application to a
court for indemnification or advance of expenses), and thereafter the
corporation shall have the burden of proof to overcome that presumption.
Neither the fact that the corporation
(including its board of directors, special legal counsel or its shareholders
under General Corporation Law of the State of Florida, or otherwise) did, nor
the fact that the corporation (including its board of directors, special legal
counsel or its shareholders , or otherwise) did not, make a determination that
the Indemnitee is or is not entitled to indemnification or advance of expenses,
shall be a defense to the application or create a presumption that the
Indemnitee is not so entitled.
If the Indemnitee applies to a court
having jurisdiction for determination of the right to indemnity or advance of
expenses, or amount thereof, the court's determination shall become final upon
expiration of all rights to appeal, and such a final adjudication shall
supersede any other determination made in accordance with applicable Law, or
otherwise.
7.3  Nonexclusivity of
Rights, Severability.  The right to indemnification (including but not limited
to payment, reimbursement and advances of expenses) granted in this Article is
not exclusive of any other rights that any individual may have or hereafter
acquire under any statute, common law, provision of the Articles of
Incorporation or Bylaws of the corporation, agreement, vote or resolution of
shareholders or disinterested directors, or otherwise.  Notwithstanding any
amendment to or repeal of this Article, any Indemnitee shall be entitled to
indemnification and advance of expenses in accordance with the provisions of
this Article with respect to any conduct, acts or omissions of the Indemnitee
occurring prior to the amendment or repeal.  If any provision or term of this
Article is determined to be void or unenforceable for any reason, the remaining
provisions and terms shall remain in full force and effect.
14
7.4  Insurance, Contracts
and Funding.  The corporation may purchase and maintain insurance, at its
expense, to protect itself and any individual (including an individual's
personal representative) who is or was a director, officer, employee or agent of
the corporation or any predecessor entity or who being or having been such a
director or officer, is or was serving at the request of the corporation or any
predecessor entity as a director, officer, partner, trustee, employee, agent, or
in any other relationship or capacity whatsoever, of any foreign or domestic
corporation, partnership, joint venture, employee benefit plan or trust or other
trust, enterprise or other private or governmental entity, agency, board,
commission, body or other unit whatsoever, against any expense, liability or
loss, whether or not the corporation would have power to indemnify the
individual against the same expense, liability or loss under the General
Corporation Law of the State of Florida, or otherwise.  The corporation may
grant indemnity, and may enter into contracts granting indemnity, to any such
individual, whether or not in furtherance of the provisions of this Article, and
may create trust funds, grant security interests and use other means (including,
without limitation, letters of credit) to secure and ensure the payment of
indemnification amounts.
7.5  Partial
Indemnification.  If an Indemnitee is entitled to indemnification by the
corporation for some or a portion of expenses, liabilities or losses, but not
for the total amount thereof, the corporation shall nevertheless indemnify the
Indemnitee for the portion of the expenses, liabilities and losses to which the
Indemnitee is entitled.
7.6  Successors and Assigns.
All obligations of the corporation to indemnify any Indemnitee: (i) are binding
upon all successors and assigns of the corporation (including any transferee of
all or substantially all of its assets and any successor by merger or otherwise
by operation of law), (ii) are binding on and inure to the benefit of the
spouse, heirs, personal representatives and estate of the Indemnitee, and (iii)
shall continue as to an Indemnitee who has ceased to be a director, officer,
partner, trustee, employee, or agent (or other relationship or capacity)
included in the definition of Indemnitee in Section 7.1 of this Article. The
corporation shall not effect any sale or other transfer of substantially all of
its assets, merger, consolidation or other reorganization unless the purchaser,
transferee, successor or surviving entity (as the case may be) agrees in writing
to assume all such obligations of the corporation.
ARTICLE XI
AMENDMENT OF ARTICLES OF INCORPORATION
The corporation reserves the right
from time to time to amend, alter, change or repeal any and all provisions of
its Articles of Incorporation by majority vote of all votes entitled to be cast
by the holders of the then outstanding shares of Common Stock, in any manner now
or hereafter prescribed or permitted by statute. All rights of the shareholders,
directors, and officers of the corporation are granted subject to this
reservation.
ADOPTED by order of the directors of
the corporation on August 8, 2001
SITEWORKS BUILDING AND DEVELOPMENT
CO.,.
/s/ C M
Nurse
Carl M
Nurse, Director
Number -----     Shares -------------
(Logo)
Incorporated under the laws of the
State of Florida
August 8, 2001
15
COMMON
SITEWORKS BUILDING AND DEVELOPMENT CO.,
Total authorized issue 500,000,000 common shares (par value $ .001)
This Certifies That ------------------- is the owner of -------------- fully
paid and non-assessable shares of the common stock of the above named
corporations transferable only on the books of the corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
certificate properly endorsed.
In witness whereof, the said corporation has caused this certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed this ------------ day of -------------, -------------
Secretary
(SEAL)
/s/ Carl M
Nurse
President
16
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT ("Agreement") is entered into on the 9th day of August
2001 between SITEWORKS BUILDING AND DEVELOPMENT CO., a Florida corporation (the
"Company"), and CarL M Nurse_(Indemnitee").
R E C I T A L
The Indemnitee currently is serving as a director or officer, or both, of the
Company and the Company wishes the Indemnitee to continue in such capacities. In
order to induce the Indemnitee to continue to serve in such capacities for the
Company and in consideration for his continued service, the Company wishes to
provide for indemnification of the Indemnitee upon the terms and conditions set
forth below.
A G R E E M E N T
It is agreed as follows:
1.  The Company will pay on behalf of the Indemnitee, and his
executors, administrators or assigns, any amount which he is or becomes legally
obligated to pay because of any claim or claims made against him because of any
act or omission or neglect or breach of duty which he commits or suffers while
acting in his capacity as a director or officer of the Company. The payments
which the Company will be obligated to make hereunder shall include, INTER ALIA,
damages, judgments, settlements, costs of investigation and costs of defense of
legal, criminal or equitable actions, claims or proceedings and appeals
therefrom, including attorneys' fees of Indemnitee, costs of attachment or
similar bonds, costs of establishing a right to indemnification under this
Agreement, and fines, penalties or other obligations or fees imposed by law.
2.  If a claim under this Agreement is not paid by the Company within
60 days after a written claim has been received by the Company, the claimant may
at any time thereafter bring suit against the Company to recover the unpaid
amount of the claim and if successful, in whole or in part, the claimant also
shall be entitled to receive from the Company claimant's reasonable attorneys'
fees and other expenses of prosecuting such claim.
3.  In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Indemnitee, who shall execute all papers reasonably required and shall do
everything that may be necessary or appropriate to secure such rights, including
the execution of such documents necessary or appropriate to enable the Company
effectively to bring suit to enforce such rights.
4.  Notwithstanding anything contained herein to the contrary:
(a) The Company shall not be liable to Indemnitee for,
nor obligated to furnish advances in connection with, any loss, cost or expense
of Indemnitee resulting from his willful or negligent violation of Section 16(b)
of the Securities Exchange Act of 1934 or the Foreign Corrupt Practices Act of
1977.
(b) The Company shall not be liable to the Indemnitee
for, and shall not be obligated to furnish any advances except for repayable
costs, charges and expenses as stated below, in connection with, any loss, cost
or expense of Indemnitee as the direct result of a final judgment for money
damages payable to the Company or any affiliate for or on account of loss, cost
or expense directly or indirectly resulting form the Indemnitee's negligence or
misconduct within the meaning of Florida General Corporation Law.
(c) Unless otherwise allowed by a court of competent
jurisdiction, the Company shall not be liable to Indemnitee for, and Indemnitee
undertakes to repay the Company for all advances which may have been made of,
expenses of investigation, defense or appeal of any matter the judgment of which
is excluded under subsection 4(b) next above.
(d) Unless otherwise determined by a court of
competent jurisdiction, a settlement of any suit, action or proceeding shall be
presumed to be an "expense" in mitigation of the expenses of continued
litigation and not the compromise of a judgment on the merits of the action,
suit or proceeding.
17
(e) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Securities Act") may be permitted to
directors of the Company pursuant to the foregoing provisions, or otherwise, the
Board of Directors 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 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director of the Company in the
wholly or partially successful defense of any action, suit or proceeding) is
asserted by the Indemnitee in connection with Company securities which have been
registered, the Company 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 hereunder is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. In effect, therefore, absent a court
decision in the individual case or controlling precedent, the provisions of the
Agreement will not apply to liabilities of the Indemnitee arising under the
Securities Act unless and only to the extent that the Indemnitee is successful
in the defense of the action, suit or proceeding in question.
(f) The Company shall not be liable under this
Agreement to make any payment in connection with any claim made against the
Indemnitee:
(i) based upon or attributable to the Indemnitee or
any member of his immediate family gaining in fact any personal profit or
advantage to which he was not legally entitled;
(ii) based upon or
attributable to the dishonesty of the Indemnitee seeking payment hereunder;
provided that the Indemnitee shall be protected under this Agreement as to any
claims upon which suit may be brought against him by reason of any alleged
dishonesty on his part, unless a judgment or other final adjudication thereof
adverse to the Indemnitee shall establish that he committed acts of active and
deliberate dishonesty, with actual dishonest purpose and intent, which acts were
material to the cause of action so adjudicated;
(iii) for bodily injury,
sickness, disease or death of any person, or damage to or destruction of any
tangible property, including loss of use thereof; or
(iv) for which
indemnification under this Agreement is determined by a final adjudication of a
court of competent jurisdiction to be unlawful and violative of public policy.
5.  The Indemnitee, as a condition precedent to his right to be
indemnified under this Agreement, shall give to the Company notice in writing as
soon as practicable of any claim made against him for which indemnity will or
could be sought under this Agreement. Notice to the Company shall be directed to
the attention of the Corporate Secretary of the Company at the address of the
Company's executive offices (or such other address as the Company shall
designate in writing to the Indemnitee); notice shall be deemed received if sent
by prepaid mail properly addressed, the date of such notice being the date
postmarked. In addition, upon request made by the Corporation the Indemnitee
shall give the Company such information and cooperation as it may reasonably
require and as shall be within the Indemnitee's power.
6.  Costs and expenses (including attorneys' fees) incurred by the
Indemnitee in defending or investigating any action, suit, proceeding or
investigation shall be paid by the Company in advance of the final disposition
of such matter. The Indemnitee agrees to repay any such advances in the event
that it is ultimately determined that the Indemnitee is not entitled to
indemnification under the terms of the Agreement. Notwithstanding the foregoing
or any other provision of this Agreement, no advance shall be made by the
Company if a determination is reasonably and promptly made by the board of
directors by a majority vote of a quorum of disinterested directors, or (if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs) by independent legal counsel, that, based upon the facts
known to the board or counsel at the time such determination is made, (a) the
Indemnitee knowingly and intentionally acted in bad faith, and (b) it is more
likely than not that it will ultimately be determined that the Indemnitee is not
entitled to indemnification under the terms of this Agreement.
7.  Nothing contained herein shall be deemed to diminish or otherwise
restrict the Indemnitee's right to indemnification under any provision of the
articles of incorporation or bylaws of the Company or under Florida law.
8.  This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida.
9.  This Agreement shall be binding upon all successors and assigns of
the Company (including any transferee of all or substantially all of its assets
and any successor by merger or operation of law) and shall inure to the benefit
of the heirs, personal representatives and estate of Indemnitee.
18
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written.
"COMPANY"
SITEWORKS BUILDING AND DEVELOPMENT CO a Florida corporation
/s/Carl M. Nurse
Carl M Nurse
President
"INDEMNITEE"
19
SITEWORKS
INC
2005 PERFORMANCE INCENTIVE PLAN
(as adopted by the Board of Directors)
I.     General
1.
Plan
.  To provide incentives to officers, other employees
and other persons providing services to SiteWorks Inc 2005 (the "Company")
through rewards based upon the ownership or performance of the common stock, par
value $.001 per share, of the Company ("common stock") or other performance
measures, the Committee hereinafter designated may grant cash or bonus awards,
stock options, stock appreciation rights ("SARs"), restricted stock, stock units
or combinations thereof, to eligible participants, on the terms and subject to
the conditions stated in this 2005 Performance Incentive Plan (the "Plan"). In
addition, to provide incentives to members of the Board of Directors (the
"Board") who are not employees of the Company ("non-employee directors"), such
non-employee directors are eligible to receive awards as set forth in Article V
of the Plan.  For purposes of the Plan, references to employment by or service
to the Company also means employment by or service to a direct or indirect
majority-owned subsidiary of the Company and employment by or service to any
other entity designated by the Board or the Committee in which the Company has a
direct or indirect equity interest.
2.
Eligibility
.  Officers and other employees of, and other
persons providing services to the Company ("participants") shall be eligible,
upon selection by the Committee, to receive cash or bonus awards, stock options,
SARs, restricted stock and stock units, either singly or in combination, as the
Committee, in its discretion, shall determine. In addition, non-employee
directors shall receive awards on the terms and subject to the conditions stated
in the Plan.
3.
Limitation on Shares to be Issued
.  Subject to adjustment as
provided in Section 5 of this Article I, 30,000,000 shares of common stock and
200,000 shares of preferred Class A Convertible stock shall be available under
the Plan, reduced by the aggregate number of shares of common stock which become
subject to outstanding bonus awards, stock options, SARs which are not granted
in tandem with or by reference to a stock option ("free-standing SARs"),
restricted stock awards and stock unit awards.  Shares subject to a grant or
award under the Plan which are not issued or delivered, by reason of the
expiration, termination, cancellation or forfeiture of all or a portion of the
grant or award or by reason of withholding of shares to pay all or a portion of
the exercise price or to satisfy tax withholding obligations shall again be
available for future grants and awards under the Plan;
provided, however
,
that for purposes of this sentence, stock options and SARs granted in tandem
with or by reference to a stock option granted prior to the grant of such SARs
("tandem SARs") shall be treated as one grant.  For the purpose of complying
with Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), and the rules and regulations thereunder, the maximum number of shares
of common stock with respect to which options or SARs or a combination thereof
may be granted during any calendar year to any person shall be 5,000,000,
subject to adjustment as provided in Section 5 of this Article I;
provided,
however
, that for purposes of this sentence, stock options and tandem SARs
shall be treated as one grant.  The maximum number of shares of common stock
with respect to which bonus awards, including performance awards or fixed awards
in the form of restricted stock or other form, may be granted hereunder is
6,000,000 in the aggregate, subject to adjustment as provided in Section 5 of
this Article I and excluding any such awards made pursuant to an employment
agreement with a newly-hired chief executive officer of the Company. If the Plan
becomes effective, no new grants shall be made under any equity plan of the
Company that is in effect as of the date immediately prior to the date of
stockholder approval of the Plan (the "Existing Company Plans") and all such
Existing Company Plans shall be terminated,
provided, however
, that such
termination shall have no effect on any outstanding awards granted under any
Existing Company Plan.
Shares of common stock to be issued may be treasury shares reacquired by the
Company or authorized and unissued shares, or a combination of
both.
20
4.
Administration of the Plan
.  The Plan
shall be administered by a Committee designated by the Board (the "Committee"),
provided that the Board may designate a separate committee, also meeting the
requirements set forth in the following sentence, to administer Article V
hereof.  Each member of the Committee shall be a director that the Board has
determined to be (i) an "outside director" within the meaning of Section 162(m)
of the Code and (ii) a "Non-Employee Director" within the meaning of Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Committee shall, subject to the terms of the Plan, select eligible participants
for grants and awards; determine the form of each grant and award, either as
cash, bonus awards, stock options, SARs, restricted stock awards, stock unit
awards or a combination thereof; and determine the number of shares or units
subject to the grant or award, the fair market value of the common stock or
units when necessary, the timing and conditions of vesting, exercise or
settlement, whether dividends or dividend equivalents accrue under any award,
and all other terms and conditions of each grant and award, including, without
limitation, the form of instrument evidencing the grant or award.
Notwithstanding the foregoing, all stock option awards, SARs, restricted stock
awards and stock unit awards shall have a minimum vesting period of at least
three years from the date of grant (such vesting may, in the discretion of the
Committee, occur in full at the end of such period or may occur in specified
installments over such period, provided that no more than 40% of any particular
award may vest by the end of the first year following the date of grant and no
more than 80% of any particular award may vest by the end of the second year
following the date of grant);
provided, however
, that the Committee may
provide for early vesting upon the death, permanent and total disability,
retirement or termination of service of the award recipient.  The Committee may
also waive this minimum vesting-period requirement (A) with respect to awards
made to newly hired employees, (B) to accelerate vesting of awards made to
existing employees affected by workforce reductions, (C) in similar
circumstances, as determined by the Committee in the exercise of its discretion
and (D) as otherwise required by law or the terms of the Plan.  The Committee
may establish rules and regulations for the administration of the Plan,
interpret the Plan, and impose, incidental to a grant or award, conditions with
respect to competitive employment or other activities not inconsistent with the
Plan.  All such rules, regulations, interpretations and conditions shall be
conclusive and binding on all parties.  Notwithstanding the foregoing, the
Committee shall not have authority to reprice any stock option award or other
award granted hereunder.
Each grant and award shall be evidenced by a written instrument and no grant or
award shall be valid until an agreement is executed by the Company and such
grant or award shall be effective as of the effective date set forth in the
agreement.  The Committee may delegate some or all of its power and authority
hereunder to the chief executive officer or other executive officer of the
Company as the Committee deems appropriate;
provided, however,
that the
Committee may not delegate its power and authority with regard to (i) the
selection for participation in the Plan of (A) a person who is a "covered
employee" within the meaning of Section 162(m) of the Code or who, in the
Committee's judgment, is likely to be a covered employee at any time during the
period a grant or award hereunder to such participant would be outstanding, (B)
an officer or other person subject to Section 16 of the Exchange Act or (C) a
person who is not an employee of the Company or (ii) decisions concerning the
time, pricing or amount of a grant or award to a participant, officer or other
person described in clause (i) above.  A majority of the Committee shall
constitute a quorum.  The acts of the Committee shall be either (i) acts of a
majority of the members of the Committee present at any meeting at which a
quorum is present or (ii) acts approved in writing by all of the members of the
Committee without a meeting.
5.
Adjustments.
In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of common stock other
than a regular cash dividend, the number and class of securities available under
the Plan, the specific share limitations otherwise set forth in the Plan, the
number and class of securities subject to each outstanding bonus award, the
number and class of securities subject to each outstanding stock option and the
purchase price per security and the terms of each outstanding SAR shall be
appropriately adjusted by the Committee, such adjustments to be made in the case
of outstanding stock options and SARs without an increase in the aggregate
purchase price or base price.  If any such adjustment would result in a
fractional security being
(i) available under the Plan, such fractional
security shall be disregarded, or
(ii) subject to an outstanding grant or award under
the Plan, the Company shall pay the holder thereof, in connection with the first
vesting, exercise or settlement of such grant or award, in whole or in part,
occurring after such adjustment, an amount in cash determined by multiplying (i)
the fraction of such security (rounded to the nearest hundredth) by (ii) the
excess, if any, of (A) the fair market value on the vesting, exercise or
settlement date over (B) the exercise or base price, if any, of such grant or
award; provided, however, that if the fair market value of such fractional
security immediately after such adjustment is less than fair market value of one
share of common stock immediately prior to such adjustment, such fractional
security shall be disregarded and no payment shall be made.  For purposes of the
Plan, the fair market value of the common stock on a specified date shall be
determined by reference to the average of the high and low transaction prices in
trading of the common stock on such date as reported in the New York Stock
Exchange-Composite Transactions, or, if no such trading in the common stock
occurred on such date, then on the next preceding date when such trading
occurred.
21
6.
Effective Date and Term of Plan.
The
Plan shall be submitted to the stockholders of the Company for approval at the
next meeting of stockholders held following the Board's adoption of the Plan
and, if approved, shall become effective on the date of such stockholder
approval.  The Plan shall terminate on the date on which shares are no longer
available for grants or awards under the Plan, unless terminated prior thereto
by action of the Board;
provided, however
that if the Plan itself has not
previously terminated, Section 1 of Article V shall terminate on the date that
is ten years from the date of stockholder approval of the Plan.  No further
grants or awards shall be made under the Plan after termination, but termination
shall not affect the rights of any participant under any grants or awards made
prior to termination.
7.
Amendments.
The Plan may be amended or terminated by the
Board in any respect except that no amendment may be made without stockholder
approval if stockholder approval is required by applicable law, rule or
regulation, including Section 162(m) of the Code, or such amendment would
increase (subject to Section 5 of this Article I) the number of shares available
under the Plan or would amend the prohibition on repricing of awards set forth
in Section 4 of this Article I or otherwise permit the repricing of awards
granted hereunder.  No amendment may impair the rights of a holder of an
outstanding grant or award without the consent of such holder.
II.     Bonus Awards
1.
Form of Award.
Bonus awards, whether performance awards or
fixed awards, may be made to eligible participants in the form of (i) cash,
whether in an absolute amount or as a percentage of compensation, (ii) stock
units, each of which is substantially the equivalent of a share of common stock
but for the power to vote and, subject to the Committee's discretion, the
entitlement to an amount equal to dividends or other distributions otherwise
payable on a like number of shares of common stock, (iii) shares of common stock
issued to the participant but forfeitable and with restrictions on transfer in
any form as hereinafter provided or (iv) any combination of the foregoing.
2.
Performance Awards.
(a) Awards may be made in terms of a stated potential
maximum dollar amount, percentage of compensation or number of units or shares,
with such actual amount, percentage or number to be determined by reference to
the level of achievement of corporate, sector, business unit, division,
individual or other specific performance goals over a performance period of not
less than one nor more than ten years, as determined by the Committee.
(b) In no event shall any participant receive a
payment with respect to any performance award if the minimum threshold
performance goals requirement applicable to the payment is not achieved during
the performance period.
(c) If the Committee desires that compensation payable
pursuant to performance awards be "qualified performance-based compensation"
within the meaning of Section 162(m) of the Code, then with respect to such
performance awards, for any calendar year (i) the maximum compensation payable
pursuant to any such performance awards granted during such year, to the extent
payment thereunder is determined by reference to shares of common stock (or the
fair market value thereof), shall not exceed 900,000 shares of common stock (or
the fair market value thereof), subject to adjustment as set forth in Section 5
of Article I, and (ii) the maximum compensation payable pursuant to any such
performance awards granted during such year, to the extent payment is not
determined by reference to shares of common stock, shall not exceed
$5,000,000.
(d) The Committee may provide in any agreement
evidencing a performance award under the Plan that the Committee shall retain
sole discretion to reduce the amount of or eliminate any payment otherwise
payable to a participant with respect to any performance award. If so provided
in any agreement evidencing a performance award, the Committee may exercise such
discretion by establishing conditions for payments in addition to the
performance goals, including the achievement of financial, strategic or
individual goals, which may be objective or subjective, as it deems
appropriate.
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(e) For purposes of the Plan, "performance goals"
means the objectives established by the Committee which shall be satisfied or
met during the applicable performance period as a condition to a participant's
receipt of all or a part of a performance-based award under the Plan.  The
performance goals shall be tied to one or more of the following business
criteria, determined with respect to the Company or the applicable sector,
business unit or division: net sales, cost of sales, gross profit, earnings from
operations, earnings before interest, taxes, depreciation and amortization,
earnings before income taxes, earnings before interest and taxes, cash flow
measures, return on equity, return on assets, return on net assets employed, net
income per common share (basic or diluted), EVA™ (Economic Value Added,
which represents the cash operating earnings of the Company after deducting a
charge for capital employed), cost reduction objectives, or any other similar
criteria established by the Committee for the applicable performance period.
The Committee may provide in any agreement evidencing a performance award under
the Plan that the Committee shall have the discretion to amend or adjust the
performance goals or other terms or conditions of an outstanding award in
recognition of unusual or nonrecurring events.  If the Committee desires that
compensation payable pursuant to any award subject to performance goals be
"qualified performance-based compensation" within the meaning of Section 162(m)
of the Code, the performance goals (i) shall be established by the Committee no
later than 90 days after the beginning of the applicable performance period (or
such other time designated by the Internal Revenue Service) and (ii) shall
satisfy all other applicable requirements imposed under Treasury Regulations
promulgated under Section 162(m) of the Code, including the requirement that
such performance goals be stated in terms of an objective formula or
standard.
3.
Fixed Awards
.  Awards may be made
which are not contingent on the achievement of specific objectives, but are
contingent on the participant's continuing in the Company's employ for a period
specified in the award.
4.
Rights with Respect to Restricted Shares.
If shares of
restricted common stock are subject to an award, the participant shall have the
right, unless and until such award is forfeited or unless otherwise determined
by the Committee at the time of grant, to vote the shares and to receive
dividends thereon from the date of grant and the right to participate in any
capital adjustment applicable to all holders of common stock;
provided,
however
, that a distribution with respect to shares of common stock, other
than a regular quarterly cash dividend, shall be deposited with the Company and
shall be subject to the same restrictions as the shares of common stock with
respect to which such distribution was made.
During the restriction period, a certificate or certificates representing
restricted shares shall be registered in the holder's name or the name of a
nominee of the Company and may bear a legend, in addition to any legend which
may be required under applicable laws, rules or regulations, indicating that the
ownership of the shares of common stock represented by such certificate is
subject to the restrictions, terms and conditions of the Plan and the agreement
relating to the shares of restricted common stock.  All such certificates shall
be deposited with the Company, together with stock powers or other instruments
of assignment (including a power of attorney), each endorsed in blank with a
guarantee of signature if deemed necessary or appropriate, which would permit
transfer to the Company of all or a portion of the shares of common stock
subject to the award in the event such award is forfeited in whole or in part.
Upon termination of any applicable restriction period, including, if applicable,
the satisfaction or achievement of applicable objectives, and subject to the
Company's right to require payment of any taxes, the requisite number of shares
of common stock shall be delivered to the holder of such award.
5.
Rights with Respect to Stock Units
.  If stock units are
credited to a participant pursuant to an award, then, subject to the Committee's
discretion, amounts equal to dividends and other distributions otherwise payable
on a like number of shares of common stock after the crediting of the units
(unless the record date for such dividends or other distributions precedes the
date of grant of such award) shall be credited to an account for the participant
and held until the award is forfeited or paid out and interest shall be credited
on the account at a rate determined by the Committee.
6.
Events Upon Vesting
.  At the time of
vesting of an award made pursuant to this Article II, (i) the award (and any
dividend equivalents, other distributions and interest which have been
credited), if in units, shall be paid to the participant either in shares of
common stock equal to the number of units, in cash equal to the fair market
value of such shares, or in such combination thereof as the Committee shall
determine, (ii) the award, if a cash bonus award, shall be paid to the
participant either in cash, or in shares of common stock with a then fair market
value equal to the amount of such award, or in such combination thereof as the
Committee shall determine and (iii) shares of restricted common stock issued
pursuant to an award shall be released from the restrictions.
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III.     Stock Options
1.
Options for Eligible Participants
.  Options to purchase
shares of common stock may be granted to such eligible participants as may be
selected by the Committee.  These options may, but need not, constitute
"incentive stock options" under Section 422 of the Code.  To the extent that the
aggregate fair market value (determined as of the date of grant) of shares of
common stock with respect to which options designated as incentive stock options
are exercisable for the first time by an optionee during any calendar year
(under the Plan or any other plan of the Company, or any parent or subsidiary)
exceeds the amount (currently $100,000) established by the Code, such options
shall not constitute incentive stock options.
2.
Number of Shares and Purchase Price
.  The number of shares
of common stock subject to an option and the purchase price per share of common
stock purchasable upon exercise of the option shall be determined by the
Committee;
provided, however
, that the purchase price per share of common
stock shall not be less than 100% of the fair market value of a share of common
stock on the date of grant of the option;
provided, further
, that if an
incentive stock option shall be granted to any person who, on the date of grant
of such option, owns capital stock possessing more than ten percent of the total
combined voting power of all classes of capital stock of the Company (or of any
parent or subsidiary) (a "Ten Percent Holder"), the purchase price per share of
common stock shall be the price (currently 110% of fair market value) required
by the Code in order to constitute an incentive stock option.
3.
Exercise of Options
.  The period during which options
granted hereunder may be exercised shall be determined by the Committee;
provided, however
, that no stock option shall be exercised later than ten
years after its date of grant;
provided further
, that if an incentive
stock option shall be granted to a Ten Percent Holder, such option shall not be
exercisable more than five years after its date of grant.  The Committee may, in
its discretion, establish performance measures which shall be satisfied or met
as a condition to the grant of an option or to the exercisability of all or a
portion of an option.  The Committee shall determine whether an option shall
become exercisable in cumulative or non-cumulative installments and in part or
in full at any time.  An exercisable option, or portion thereof, may be
exercised only with respect to whole shares of common stock.
An option may be exercised (i) by giving written notice to the Company (or
following other procedures designated by the Company) specifying the number of
whole shares of common stock to be purchased and accompanied by payment therefor
in full (or arrangement made for such payment to the Company's satisfaction)
either (A) in cash, (B) in previously owned whole shares of common stock (which
the optionee has held for at least six months prior to delivery of such shares
or which the optionee purchased on the open market and for which the optionee
has good title free and clear of all liens and encumbrances) having a fair
market value, determined as of the date of exercise, equal to the aggregate
purchase price payable by reason of such exercise, (C) in cash by a
broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise, (D) to the extent expressly authorized by the
Committee, via a cashless exercise arrangement with the Company or (E) a
combination of (A) and (B), (ii) if applicable, by surrendering to the Company
any SARs which are canceled by reason of the exercise of the option and (iii) by
executing such documents as the Company may reasonably request.  The Committee
shall have the sole discretion to disapprove of an election pursuant to clause
(C). Any fraction of a share of common stock which would be required to pay such
purchase price shall be disregarded and the remaining amount due shall be paid
in cash by the optionee.  No shares of common stock shall be delivered until the
full purchase price therefor has been paid.
IV.     Stock Appreciation
Rights
1.
Grants
.  Free-standing SARs entitling the grantee to receive
cash or shares of common stock having a fair market value equal to the
appreciation in market value of a stated number of shares of common stock from
the date of grant to the date of exercise of such SARs, or in the case of tandem
SARs, from the date of grant of the related stock option to the date of exercise
of such tandem SARs, may be granted to such participants as may be selected by
the Committee.  The holder of a tandem SAR may elect to exercise either the
option or the SAR, but not both. Tandem SARs shall be automatically canceled
upon exercise of the related stock option.
2.
Number of SARs and Base Price.
The number of SARs subject
to a grant shall be determined by the Committee. Any tandem SAR related to an
incentive stock option shall be granted at the same time that such incentive
stock option is granted.  The base price of a tandem SAR shall be the purchase
price per share of common stock of the related option.  The base price of a
free-standing SAR shall be determined by the Committee;
provided,
however,
that such base price shall not be less than 100% of the fair market
value of a share of common stock on the date of grant of such
SAR.
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3.
Exercise of SARs.
The agreement relating to a grant of SARs
may specify whether such grant shall be settled in shares of common stock
(including restricted shares of common stock) or cash or a combination thereof.
Upon exercise of an SAR, the grantee shall be paid the excess of the then fair
market value of the number of shares of common stock to which the SAR relates
over the base price of the SAR.  Such excess shall be paid in cash or in shares
of common stock having a fair market value equal to such excess or in such
combination thereof as the Committee shall determine.  The period during which
SARs granted hereunder may be exercised shall be determined by the Committee;
provided, however,
no SAR shall be exercised later than ten years after the
date of its grant; and
provided, further,
that no tandem SAR shall be
exercised if the related option has expired or has been canceled or forfeited or
has otherwise terminated.  The Committee may, in its discretion, establish
performance measures which shall be satisfied or met as a condition to the grant
of an SAR or to the exercisability of all or a portion of an SAR.  The Committee
shall determine whether an SAR may be exercised in cumulative or non-cumulative
installments and in part or in full at any time.  An exercisable SAR, or portion
thereof, may be exercised, in the case of a tandem SAR, only with respect to
whole shares of common stock and, in the case of a free-standing SAR, only with
respect to a whole number of SARs.  If an SAR is exercised for restricted shares
of common stock, the restricted shares shall be issued in accordance with
Section 4 of Article II and the holder of such restricted shares shall have such
rights of a stockholder of the Company as determined pursuant to such Section.
Prior to the exercise of an SAR for shares of common stock, including restricted
shares, the holder of such SAR shall have no rights as a stockholder of the
Company with respect to the shares of common stock subject to such SAR.
A tandem SAR may be exercised (i) by giving written notice to the Company (or
following other procedures designated by the Company) specifying the number of
whole SARs which are being exercised, (ii) by surrendering to the Company any
options which are canceled by reason of the exercise of such SAR and (iii) by
executing such documents as the Company may reasonably request.  A free-standing
SAR may be exercised (i) by giving written notice to the Company specifying the
whole number of SARs which are being exercised and (ii) by executing such
documents as the Company may reasonably request.
V.     Awards to Non-Employee Directors
1.
Annual Grants to Non-Employee Directors.
On the date of the
Company's 2004 annual meeting of stockholders, and on the date of each
subsequent annual meeting prior to the termination of this Section 1, the
Company shall make an award under the Plan to each individual who is,
immediately following such annual meeting, a non-employee director.
Awards granted pursuant to this Section 1 of Article V
shall be in the form of stock options, restricted stock, stock units or SARs.
The form of such awards, and the number of shares subject to each such award,
shall be determined by a committee meeting the requirements for the Committee
described above in Section 4 of Article I in the exercise of its sole
discretion,
provided, however
that (i) the dollar value to the recipient
of any award shall not exceed three times the then current annual base cash
retainer fee payable to non-employee directors and (ii) in determining the
dollar value of any such award, the committee shall utilize the fair market
value of a share of common stock on the date of grant.
2.
Elective Options for Non-Employee Directors.
Each
non-employee director may from time to time elect, in accordance with procedures
to be specified by the Committee, to receive in lieu of all or part of (i) the
annual base cash retainer fee for services as a director of the Company, any
fees for attendance at meetings of the Board or any committee of the Board and
any fees for serving as a member or chairman of any committee of the Board that
would otherwise be payable to such non-employee director ("Fees") or (ii) the
annual phantom stock award granted to such non-employee director pursuant to the
Retirement Benefits and Phantom Stock Grants for Directors Policy ("Retirement
Benefit"), an option to purchase shares of common stock, which option shall have
a value (as determined in accordance with the Black-Scholes stock option
valuation method) as of the date of grant of such option equal to the amount of
such Fees or Retirement Benefit.  Notwithstanding anything to the contrary set
forth elsewhere in the Plan, an option granted to a non-employee director
pursuant to this Section 2 of Article V shall become exercisable in full on the
first anniversary of the date of grant.
25
VI.     Other
1.
Non-Transferability of Options and Stock Appreciation
Rights.
No option or SAR shall be transferable other than (i) by
will, the laws of descent and distribution or pursuant to beneficiary
designation procedures approved by the Company or (ii) as otherwise set forth in
the agreement relating to such option or SAR.  Each option or SAR may be
exercised during the participant's lifetime only by the participant or the
participant's guardian, legal representative or similar person or the permitted
transferee of the participant.  Except as permitted by the second preceding
sentence, no option or SAR may be sold, transferred, assigned, pledged,
hypothecated, encumbered or otherwise disposed of (whether by operation of law
or otherwise) or be subject to execution, attachment or similar process.  Upon
any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or
otherwise dispose of any option or SAR, such award and all rights thereunder
shall immediately become null and void.
2.
Tax Withholding.
The Company shall have the right to
require, prior to the issuance or delivery of any shares of common stock or the
payment of any cash pursuant to a grant or award hereunder, payment by the
holder thereof of any federal, state, local or other taxes which may be required
to be withheld or paid in connection therewith.  An agreement may provide that
(i) the Company shall withhold whole shares of common stock which would
otherwise be delivered to a holder, having an aggregate fair market value
determined as of the date the obligation to withhold or pay taxes arises in
connection therewith (the "Tax Date"), or withhold an amount of cash which would
otherwise be payable to a holder, in the amount necessary to satisfy any such
obligation or (ii) the holder may satisfy any such obligation by any of the
following means: (A) a cash payment to the Company, (B) delivery to the Company
of previously owned whole shares of common stock (which the holder has held for
at least six months prior to the delivery of such shares or which the holder
purchased on the open market and for which the holder has good title, free and
clear of all liens and encumbrances) having an aggregate fair market value
determined as of the Tax Date, equal to the amount necessary to satisfy any such
obligation, (C) authorizing the Company to withhold whole shares of common stock
which would otherwise be delivered having an aggregate fair market value
determined as of the Tax Date or withhold an amount of cash which would
otherwise be payable to a holder, equal to the amount necessary to satisfy any
such liability, (D) in the case of the exercise of an option, a cash payment by
a broker-dealer acceptable to the Company to whom the optionee has submitted an
irrevocable notice of exercise or (E) any combination of (A), (B) and
(C);
provided, however
, that the Committee shall
have sole discretion to disapprove of an election involving clause (D). An
agreement relating to a grant or award hereunder may not provide for shares of
common stock to be withheld having an aggregate fair market value in excess of
the minimum amount of taxes required to be withheld.  Any fraction of a share of
common stock which would be required to satisfy such an obligation shall be
disregarded and the remaining amount due shall be paid in cash by the holder.
3.
Acceleration Upon Change in Control.
If while (i) any
performance award or fixed award granted under Article II is outstanding, (ii)
any stock option granted under Article III of the Plan or SAR granted under
Article IV of the Plan is outstanding or (iii) any award made to non-employee
directors pursuant to Article V ("non-employee director awards") is
outstanding:
(a) any "person," as such term is defined in Section
3(a)(9) of the Exchange Act, as modified and used in Section 13(d) and 14(d)
thereof (but not including (i) the Company or any of its subsidiaries, (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company)
(hereinafter a "Person") is or becomes the beneficial owner, as defined in Rule
13d-3 of the Exchange Act, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Company or its affiliates, excluding an
acquisition resulting from the exercise of a conversion or exchange privilege in
respect of outstanding convertible or exchangeable securities) representing 50%
or more of the combined voting power of the Company's then outstanding
securities; or
(b) during any period of two (2) consecutive years
beginning on the date that stockholders approve the Plan, individuals who at the
beginning of such period constitute the Board and any new director (other than a
director designated by a Person who has entered into any agreement with the
Company to effect a transaction described in Clause (a), (c) or (d) of this
Section) whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or
(c) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation (hereinafter, a
"Corporate Transaction"), other than (i) a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving or acquiring entity), in
combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, at least 50% of the
combined voting power of the voting securities of the Company or such surviving
or acquiring entity outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no Person acquires more than 50%
of the combined voting power of the Company's then outstanding securities;
or
26
(d) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets, (any of such
events being hereinafter referred to as a "Change in Control"), then from and
after the date on which public announcement of the acquisition of such
percentage shall have been made, or the date on which the change in the
composition of the Board set forth above shall have occurred, or the date of any
such stockholder approval of a merger, consolidation, plan of complete
liquidation or an agreement for the sale of the Company's assets as described
above occurs (the applicable date being hereinafter referred to as the
"Acceleration Date"), (i) with respect to such performance awards, the highest
level of achievement specified in the award shall be deemed met and the award
shall be immediately and fully vested, (ii) with respect to such fixed awards,
the period of continued employment specified in the award upon which the award
is contingent shall be deemed completed and the award shall be immediately and
fully vested, (iii) with respect to such options and SARs, all such options and
SARs, whether or not then exercisable in whole or in part, shall be immediately
and fully exercisable and (iv) with respect to such non-employee director
awards, all conditions with respect to vesting or exercisability shall be deemed
to be satisfied and such awards shall be immediately and fully vested and
exercisable.
4.
Restrictions on Shares.
Each grant
and award made hereunder shall be subject to the requirement that if at any time
the Company determines that the listing, registration or qualification of the
shares of common stock subject thereto upon any securities exchange or under any
law, or the consent or approval of any governmental body, or the taking of any
other action is necessary or desirable as a condition of, or in connection with,
the delivery of shares thereunder, such shares shall not be delivered unless
such listing, registration, qualification, consent, approval or other action
shall have been effected or obtained, free of any conditions not acceptable to
the Company.  The Company may require that certificates evidencing shares of
common stock delivered pursuant to any grant or award made hereunder bear a
legend indicating that the sale, transfer or other disposition thereof by the
holder is prohibited except in compliance with the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
5.
No Right of Participation or Employment.
No person (other
than non-employee directors to the extent provided in Article V) shall have any
right to participate in the Plan.  Neither the Plan nor any grant or award made
hereunder shall confer upon any person any right to employment or continued
employment by the Company, any subsidiary or any affiliate of the Company or
affect in any manner the right of the Company, any subsidiary or any affiliate
of the Company to terminate the employment of any person at any time without
liability hereunder.
6.
Rights as Stockholder.
No person shall have any right as a
stockholder of the Company with respect to any shares of common stock or other
equity security of the Company which is subject to a grant or award hereunder
unless and until such person becomes a stockholder of record with respect to
such shares of common stock or equity security.
7.
Governing Law.
The Plan, each grant and award hereunder and
the related agreement, and all determinations made and actions taken pursuant
thereto, to the extent not otherwise governed by the Code or the laws of the
United States, shall be governed by the laws of the State of Delaware and
construed in accordance therewith without giving effect to principles of
conflicts of laws.
8.
Foreign Participants.
Notwithstanding any provision of the
Plan to the contrary the Committee may, with a view to both promoting
achievement of the purposes of the Plan and complying with (i) provisions of
laws in countries outside the United States in which the Company or its
subsidiaries operate or have employees and (ii) the rules of any foreign stock
exchange upon which the common stock may be listed, determine which persons
outside the United States shall be eligible to participate in the Plan on such
terms and conditions different from those specified in the Plan as may in the
judgment of the Committee be necessary or advisable and, to that end, the
Committee may establish sub-plans, modified option exercise procedures and other
terms and procedures.
9.
Insider Limits.
Notwithstanding any other provision of the
Plan, (i) the maximum number of shares of common stock which may be reserved for
issuance to insiders (as defined in the Ontario Securities Act) under the Plan,
together with any other previously established or proposed incentive plan, shall
not exceed 10% of the outstanding shares of common stock, (ii) the maximum
number of shares of common stock which may be issued to insiders under the Plan,
together with any other previously established or proposed incentive plan,
within any one year period shall not exceed 10% of the outstanding shares of
common stock, and (iii) the maximum number of shares of common stock which may
be issued to any one insider and his or her associates under the Plan, together
with any other previously established or proposed incentive plan, within a one
year period, shall not exceed 5% of the outstanding shares of common stock.
10.
Approval of Plan.
The Plan and all grants and awards made
hereunder shall be null and void if the adoption of the Plan is not approved by
the affirmative vote of a majority of the shares of common stock present in
person or represented by proxy at the next meeting of stockholders following the
Board's adoption of the Plan.
27