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<b>SECURITIES AND EXCHANGE COMMISSION</b><br><b>Washington, D.C.
20549</b></p align="center">
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&nbsp; </p>
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&nbsp; </p>
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FORM S-8</p align="center">
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&nbsp; </p>
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&nbsp; </p>
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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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&nbsp; </p>
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&nbsp; </p>
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<b><u>SiteWorks Building and Development Co.</u></b></p align="center">
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<font size="2">(Exact name as specified in its
charter)</font></p align="center">
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&nbsp;&nbsp; </p>
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&nbsp; </p>
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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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<font size="2">(State or other jurisdiction of
Incorporation)</font></p align="center">
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<font size="2">(I.R.S. Employer identification No.)</font></p align="center">
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&nbsp; </p>
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&nbsp; </p>
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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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<font size="2">(Address and Principal Executive Office and Zip
Code)</font></p align="center">
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&nbsp; </p>
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<u>Employee Incentive and Consultant Compensation Plan</u></p align="center">
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<font size="2">(Full title of plan)</font></p align="center">
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&nbsp;</td>
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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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<font size="2">(Name and address of agent for service)</font></p align="center">
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<u>(305) 857-3700</u></p align="center">
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<font size="2">(Telephone number, including area code, of agent for
service)</font></p align="center">
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&nbsp;</td>
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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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<font size="2">(Name, address and telephone number, including area code, of
counsel)</font></p align="center">
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<font size="2">CALCULATION OF REGISTRATION FEE</font></p align="center">
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<font size="2">Title of securities</font><br><font size="2"> to be
registered</font></p align="center">
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<font size="2">Amount to be</font><br><font size="2"> registered
(1)</font></p align="center">
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<font size="2">Proposed maximum</font><br><font size="2">Offering price per
share</font></p align="center">
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<font size="2">Proposed maximum aggregate </font><br><font size="2">offering
price</font></p align="center">
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<font size="2">Amount of</font><br><font size="2">registration
fee</font></p align="center">
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&nbsp;</td>
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&nbsp;</td>
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&nbsp;</td>
<td width="166.666625" colspan="1" rowspan="1" >
&nbsp;</td>
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&nbsp;</td>
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<font size="2">Common Stock</font><br><font size="2"> (par value
$.0001)</font></p align="center">
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<font size="2">10,000,000 Shares</font></p align="center">
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<font size="2">$.03</font></p align="center">
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<font size="2">$300,000.00</font></p align="center">
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<font size="2">$94.50</font></p align="center">
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<p>
<font size="2">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 February 27, 2002</font><p>
<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 align="center">
<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 align="center">
<b>PART I</b><p align="center">
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS<p>
Item 1. Plan Information<p>
This Registration Statement on Form S-8 provides for the issuance of a total of
10,000,000 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.<p>
Item 2. 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>
Item 3. Incorporation of Documents by Reference<p>
The following documents filed by SWKJ with the SEC are incorporated by reference
herein:</p>
<p style="margin-left:45">(a) SWKJ's Annual Report on Form 10-K for its fiscal
year ended December 31, 2004 (Commission File No. 000-29521&nbsp; <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><p>
<p>
Item 4. Description of Securities<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>
Item 5. Interests of Named Experts and Counsel<p>
None.<p>
Item 6. Indemnification of Directors and Officer<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 align="center">
<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>
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>
Item 7. Exemption from Registration Claimed<p>
Not applicable.<p>
Item 8. Exhibits<p>
The Exhibits to this registration statement are listed in the index to Exhibits
on page 5.<p>
Item 9. Undertakings<p>
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby
undertakes:</p>
<p style="margin-left:45">(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement:
</p><p>
</p>
<p style="margin-left:80">(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; </p><p>
</p>
<p style="margin-left:80">(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;<br><br>(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;</p><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 style="margin-left:80">
</p><p>
</p>
<p style="margin-left:80">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>
<p style="margin-left:45">(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><p>
</p>
<p style="margin-left:45">(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><p>
</p>
<p style="margin-left:45">(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. </p><p>
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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">
<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, State of Florida on April 17, 2005.</p>
<div style="position:relative; left: -5"><table border=0 cellpadding=0 cellspacing =0 >
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<td width="294.666593" colspan="1" rowspan="1" >
<p>
SiteWorks Building and Development Co.</p>
</td>
<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
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<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
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<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
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<td width="294.666593" colspan="1" rowspan="1" >
<p>
<u>/s/C M Nurse</u></p>
</td>
<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
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<td width="294.666593" colspan="1" rowspan="1" >
<p>
C M Nurse, Chairman and CEO,</p>
</td>
<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
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<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
<td width="294.666593" colspan="1" rowspan="1" >
&nbsp;</td>
</tr>
</table></div>
<p>
</p align="center">
<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">
INDEX TO EXHIBITS</p>
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<td width="35.999991" colspan="1" rowspan="1" >
<p>
5.1</p>
</td>
<td width="599.999850" colspan="1" rowspan="1" >
<p>
Opinion of Counsel, regarding the legality of the securities registered
hereunder.</p>
</td>
<td width="34.666658" colspan="1" rowspan="1" >
<p align="center">
7</p align="center">
</td>
</tr>
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<td width="35.999991" colspan="1" rowspan="1" >
<p>
23.1</p>
</td>
<td width="599.999850" colspan="1" rowspan="1" >
<p>
Consent of Independent Certified Public Accountants.</p>
</td>
<td width="34.666658" colspan="1" rowspan="1" >
<p align="center">
8</p align="center">
</td>
</tr>
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<td width="35.999991" colspan="1" rowspan="1" >
<p>
23.2</p>
</td>
<td width="599.999850" colspan="1" rowspan="1" >
<p>
Consent of Counsel (included as part of Exhibit 5.1).</p>
</td>
<td width="34.666658" colspan="1" rowspan="1" >
<p align="center">
7</p align="center">
</td>
</tr>
</table></div>
<p>
</p align="center">
<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">
BY LAWS<br>OF<br>SiteWorks Building and Development Co.,<p>
ARTICLE 1<p>
Registered Office and Registered Agent<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>
ARTICLE II<p>
Shareholders' Meetings<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
ARTICLE III<p>
Directors<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </p align="center">
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 8.  Meetings. <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;Section 9.  Quorum and Voting. <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;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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: <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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The right of dissent or  abstention
is not available to a director who votes in favor of the action taken.
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
ARTICLE IV<p>
Special Measures for Corporate Action<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
ARTICLE V<p>
Officers<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <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>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 3.  Powers and Duties. <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.
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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>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section 7.  Salaries.  The  salaries
of all  officers of the   corporation  shall be fixed by the board of directors.
<p>
ARTICLE VI<p>
Share Certificates<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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: <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) 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) The name of the person to whom
issued; and <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </p align="center">
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
ARTICLE VII<p>
Books and Records<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
<p>
ARTICLE VIII<p>
Bylaws<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;&nbsp;&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;&nbsp;&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;&nbsp;&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">
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<p>
ARTICLE IX<p>
LIMITATION OF DIRECTORS' LIABILITY<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>
ARTICLE X<p>
INDEMNIFICATION OF DIRECTORS AND OFFICERS<p>
"SECTION 1. INDEMNIFICATION <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>
SECTION 2. ADDITIONAL INDEMNIFICATION<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 Statute ss. 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 Statute  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;&nbsp;&nbsp;&nbsp;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: <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) is or was a director or officer of
the corporation or &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;any predecessor entity, or <p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) being or having been such a
director or officer, is or was serving at the request of the corporation or any
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;predecessor  entity
as&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a director, officer, partner, trustee, employee,
agent, or in any other relationship or capacity  whatsoever,  of any other
foreign or domestic corporation, partnership, joint venture,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 align="center">
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<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>
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>
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. <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 align="center">
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3&nbsp;&nbsp;&nbsp;&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>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4&nbsp;&nbsp;&nbsp;&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;&nbsp;&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;&nbsp;&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>
ARTICLE XI<p>
AMENDMENT OF ARTICLES OF INCORPORATION<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;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
</u><br>&nbsp;&nbsp;&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)
<br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporated under the laws of the
State of Florida <br>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;August 8, 2001<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;COMMON </p align="center">
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<p>
SITEWORKS BUILDING AND DEVELOPMENT CO.<br>Total authorized issue 900,000,000
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>
/s/ Carl M  Nurse <p>
President </p align="center">
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<p align="center">
INDEMNITY AGREEMENT<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  Carf M Nurse_(Indemnitee"). <p align="center">
R E C I T A L<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">
A G R E E M E N T<p>
It is agreed as follows: <p>
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. <p>
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. <p>
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. <p>
4. 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; </p><p>
</p>
<p style="margin-left:80">(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; </p><p>
</p>
<p style="margin-left:80">(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 </p><p>
</p>
<p style="margin-left:80">(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. 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. 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. 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. This Agreement shall be governed by and construed in accordance with the laws
of the State of Florida. <p>
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.
</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" <br>SITEWORKS BUILDING AND DEVELOPMENT CO.<br>a Florida corporation
<p>
Carl M  Nurse, <br>President <br>"INDEMNITEE" </p align="center">
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<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>SITEWORKS
INC<br>2005 PERFORMANCE INCENTIVE PLAN<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>. 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>. 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>. 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>. 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> 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;<a name="page_6_3"></a><i>
provided, however</i>, 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 align="center">
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<p>
6.<i> Effective Date and Term of Plan.</i> 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> 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> 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>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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>
<a name="page_6_4"></a>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 align="center">
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<p>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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<sup>&#8482;</sup> (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>
3.<i> Fixed Awards</i>. 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</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>. 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>. 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">
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<p>
<b>III.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Options</b><p>
1.<i> Options for Eligible Participants</i>. 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>. 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>. 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>. 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 align="center">
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<p>
2.<i> Number of SARs and Base Price.</i> 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>
3.<i> Exercise of SARs.</i> 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> 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 <p>
<a name="page_6_7"></a>Company shall make an award under the Plan to each
individual who is, immediately following such annual meeting, a non-employee
director.<p>
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> 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">
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<p>
<b>VI.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other</b><p>
1.<i> Non-Transferability of Options and Stock Appreciation Rights.</i> 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> 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> 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:80">(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:80">(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 align="center">
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</p>
<p style="margin-left:80">(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><p>
</p>
<p style="margin-left:80">(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> 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>
6.<i> No Right of Participation or Employment.</i> 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>
7.<i> Rights as Stockholder.</i> 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>
8.<i> Governing Law.</i> 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>
9.<i> Foreign Participants.</i> 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 align="center">
<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>
10.<i> Insider Limits.</i> 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>
11.<i> Approval of Plan.</i> 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></b><hr size="3" color="#999999" STYLE="page-break-after: always"> &nbsp; </div>

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SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-8
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)
10,000,000 Shares
$.03
$300,000.00
$94.50
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 February 27, 2002
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 Registration Statement on Form S-8 provides for the issuance of a total of
10,000,000 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.
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.
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.
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.
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, State of Florida on April 17, 2005.
SiteWorks Building and Development Co.
/s/C M Nurse
C M Nurse, Chairman and CEO,
INDEX TO EXHIBITS
5.1
Opinion of Counsel, regarding the legality of the securities registered
hereunder.
7
23.1
Consent of Independent Certified Public Accountants.
8
23.2
Consent of Counsel (included as part of Exhibit 5.1).
7
BY LAWS
OF
SiteWorks Building and Development Co.,
ARTICLE 1
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.
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.
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.
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.
(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.
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.
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 Statute ss. 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 Statute  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
as     a 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.
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.
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
COMMON
SITEWORKS BUILDING AND DEVELOPMENT CO.
Total authorized issue 900,000,000
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
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  Carf 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.
-2-
(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.
-3-
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
Carl M  Nurse,
President
"INDEMNITEE"
-4-
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.
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.
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.
(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.
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.
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.
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
(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.
6.
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.
7.
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.
8.
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.
9.
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.
10.
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.
11.
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.