SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                       Commission File Number:  000-28429

                               EWORLD TRAVEL CORP.

Nevada                                                                68-0423301
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

34190  Sepulveda  Avenue,  Suite  400,  Capistrano  Beach  CA              92624
(Address of principal executive offices)                              (Zip Code)

                                Stock Option Plan
                              (Full Title of Plan)


                               (Agent for Service)

                                 William Stocker
                                 Attorney at Law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285


                                January 17, 2002

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|  5,000,000      |  $0.025         |  $125,000,000  |  $31.25     |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------


1  The  securities  of  this Issuer are listed and trading on the OTCBB Bulletin
Board.  The  price is determined accordingly at the mutually acceptable price at
$0.025  as  against  the  current  bid  price  of  $0.22  based on the estimated
liquidation  value of the shares over a 30 day period before the adoption of the
Stock  Plan.

                                        1
<PAGE>

                                     PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  Section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation  rights.  Pursuant  to  the  laws  of  Nevada  a  majority  of  all
shareholders  entitled  to  vote at a shareholders meeting regularly called upon
notice may take action as a majority and give notice to all shareholders of such
action.  A  limited  market  presently exists for the securities of this Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  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,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.  Exhibit  1  hereto  is an Opinion of Counsel respecting the
legality  of  the  issuance  of  the  securities  covered  by  this Registration
Statement.  Counsel  also  treats  the  following  facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. Receipt of the Securities
covered by this Registration Statement will be treated as the equivalent of cash
received  for  services  as  ordinary  income.  The  Securities  are  issued  in
compensation  for  services  at  the rate of $0.025 per share for $125,000.00 of
services  performed.

     Exhibit  2  hereto  is  eWorld  Travel's  2002  STOCK  OPTION  PLAN

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                        2
<PAGE>

                                   SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized.

                               EWORLD TRAVEL CORP.

Dated:  January  17,  2002
     by


        /s/Gerald Yakimishyn          /s/J. Dan Sifford
           Gerald  Yakimishyn            J. Dan  Sifford
           president/director            secretary/director

                                        3
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
<PAGE>

                                 LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295   34190 Sepulveda Avenue, Suite  200     fax (949) 487-7285
                           Capistrano Beach CA 92624

                                January 17, 2002

To  the  President  and  the
Board  of  Directors
eWorld  Travel  Corp.
34190  Sepulveda  Avenue,  Suite  400
Capistrano  Beach  CA  92624     re:  Opinion  of  Special  Counsel

     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form  S-8  to  compensate  employees,  consultants,  and other
qualified  service  providers  in  the  amount  of  $125,000.00  in  the form of
5,000,000  shares  of  common  stock  to  be  registered  thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities Exchange
Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  STOCK  OPTION  PLAN  is not a qualified plan of any kind or sort and is not
qualified  for any special tax treatment under State or Federal Law. If and when
issued,  the  securities  would be and must be treated as the equivalent of cash
paid  and  received  back as the purchase of securities. The Securities would be
issued  in  compensation  for  services  at  the  rate  of  $0.025  for services
performed. These services were duly invoiced, and none of the services billed or
performed  were direct or indirect commissions or compensation for raising funds
for  the  Issuer,  or  for  maintaining  any market in securities of the Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,



                               /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        5
<PAGE>

--------------------------------------------------------------------------------
                                    EXHIBIT 2

                             2002 STOCK OPTION PLAN
--------------------------------------------------------------------------------

                                        6
<PAGE>

                               EWORLD TRAVEL CORP.
                             2002 STOCK OPTION PLAN

                                OCTOBER 12, 2001

SECTION  1.  INTRODUCTION

     1.1  ESTABLISHMENT.  Effective  as  provided  in  Section 17, eWorld Travel
Corp.,  a  Nevada  corporation  (the "Company"), hereby establishes this plan of
stock-based  compensation  incentives  for selected Eligible Participants of the
Company  and its affiliated corporations. This Plan shall be known as the eWorld
Travel  Corp.  2002  Stock  Plan  (the  "Plan").

     1.2  PURPOSE.  The  purpose of this Plan is to promote the best interest of
the  Company, and its stockholders by providing a means of non-cash remuneration
to  selected Eligible Participants who contribute most to the operating progress
and  earning  power  of  the  Company.

SECTION  2.  DEFINITIONS.  The  following definitions shall be applicable to the
terms  used  in  this  Plan:

     2.1  "AFFILIATED CORPORATION" means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to  the Company (within the meaning of Sections 424(e) and (f), respectively, of
the  Internal  Revenue  Code).

     2.2  "CODE"  means  the Internal Revenue Code of 1986, as it may be amended
from  time  to  time.

     2.3  "COMMITTEE"  means a committee designated by the Board of Directors to
administer  this  Plan  or,  if  no  committee  is  so  designated, the Board of
Directors.  Any Committee member who is also an Eligible Participant may receive
an  Option or Stock Award only if he abstains from voting in favor of a grant to
himself,  and  the  grant  is determined and approved by the remaining Committee
members.  The Board of Directors, in its sole discretion, may at any time remove
any  member of the Committee and appoint another Director to fill any vacancy on
the  Committee.

     2.4  "COMMON  STOCK"  means  the  Company's  $.0001 par value common stock.

     2.5  "COMPANY"  means  eWorld  Travel  Corp.,  a Nevada corporation and its
subsidiaries.

     2.6 "EFFECTIVE DATE" means the effective date of this Plan, as set forth in
Section  17  hereof.

     2.7  "ELIGIBLE  PARTICIPANT"  means  any  employee,  director,  officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  of  Section  4  hereof) to be eligible to receive an Option or Stock
Award  hereunder.

     2.8  "OPTION"  means  the  grant  to  an Eligible Participant of a right to
acquire  shares  of  Common  Stock.

     2.9  "PLAN"  means  this eWorld Travel Corp. 2002 Stock Plan, dated October
12,  2001

                                        7
<PAGE>

     2.10  "STOCK AWARD" means the grant to an Eligible Participant of shares of
common  Stock  issuable directly under this Plan rather than upon exercise of an
Option.

SECTION  3.  ADOPTION  AND  ADMINISTRATION  OF  THIS  PLAN. Upon adoption by the
Company's Board of Directors, this Plan became effective as of October 12, 2001.
In  the  absence  of  contrary  action by the Board of Directors, and except for
action  taken  by  the  Committee  pursuant  to Section 4 in connection with the
determination  of Eligible Participants, any action taken by the Committee or by
the  Board  of  Directors  with respect to the implementation, interpretation or
administration  of  this  Plan  shall  be  final,  conclusive  and  binding.

SECTION 4. ELIGIBILITY AND AWARDS. The Committee shall determine at any time and
from  time  to  time  after  the  effective  date of this Plan: (i) the Eligible
Participants;  (ii) the number of shares of Common Stock issuable directly or to
be  granted  pursuant  to  an  Option;
(iii)  the  price  per  share  at which each Option may be exercised, in cash or
cancellation  of  fees  for  services  for  which  the  Company  is  liable,  if
applicable,  or  the  value  per  share if a direct issue of stock pursuant to a
Stock  Award;  and  (iv)  the  terms  on  which each Option may be granted. Such
determination,  as  may  from  time  to  time  be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no  such  determination  by the Committee shall be final, conclusive and binding
upon  the Company unless and until the Board of Directors has approved the same;
provided,  however,  that  if  the  Committee  is  composed of a majority of the
persons  then comprising the Board of Directors of the Company, such approval by
the  Board  of  Directors  shall  not  be  necessary.

SECTION  5.  GRANT OF OPTION OR STOCK AWARD. Subject to the terms and provisions
of  this Plan, the terms and conditions under which an Option or Stock Award may
be  granted to an Eligible Participant shall be set forth in a written agreement
(i.e.,  a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement)  or,  if  an  Option,  a written Grant of Option in the form attached
hereto as Exhibit A (which may contain such modifications thereto and such other
provisions  as  the  Committee,  in  its  sole  discretion,  may  determine).

SECTION  6. TOTAL NUMBER OF SHARES OF COMMON STOCK.The total number of shares of
Common  Stock  reserved  for  issuance  by  the Company either directly as Stock
Awards or underlying Options granted under this Plan shall not be more than FIVE
MILLION  SHARES.  The  total  number of shares of Common Stock reserved for such
issuance may be increased only by a resolution adopted by the Board of Directors
and  amendment of this Plan. Such Common Stock may be authorized and unissued or
reacquired  Common  Stock  of  the  Company.

SECTION  7.  PURCHASE  OF  SHARES  OF  COMMON  STOCK.

7.1  As  soon  as  practicable  after  the  determination  by  the Committee and
approval  by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of  the  Eligible  Participants and the number of shares an Eligible Participant
may  be  issued directly as a Stock Award or eligible to purchase pursuant to an
Option,  the  Committee  shall  give  written  notice  thereof  to each Eligible
Participant,  which  notice  may  be  accompanied  by  the  Grant  of Option, if
appropriate,  to  be  executed  by  such  Eligible  Participant.

7.2  The  negotiated cost basis of stock issued directly as a Stock Award or the
exercise  price  for  each Option to purchase shares of Common Stock pursuant to
paragraph  7.1  shall  be  as  determined  by  the  Committee  and relative to a

                                        8
<PAGE>

discounted  price of no less than 50% of the current market value at the time of
stock  award or option granted. It being understood that the price so determined
by the Committee may vary from one Eligible Participant to another. In computing
the  negotiated direct issue price as a Stock Award or the Option exercise price
per  share  of  Common Stock, the Committee shall take into consideration, among
other  factors,  the  restrictions  set  forth  in  Section  11  hereof.

SECTION  8.  TERMS  AND CONDITIONS OF OPTIONS. The Committee shall determine the
terms  and  conditions  of  each  Option granted to Eligible Participants, which
terms  shall  be  set  forth  in writing. The terms and conditions so set by the
Committee  may  vary from one Eligible Participant to another. In the event that
all  the Committee approves an Option permitting deferred payments, the Eligible
Participant's  obligation  to  pay  for  such Common Stock may be evidenced by a
promissory  note  executed  by  such  Eligible  Participant  and containing such
modifications  thereto  and  such other provisions as the Committee, in its sole
discretion,  may  determine.

SECTION  9.  DELIVERY  OF  SHARES  OF  COMMON STOCK UPON EXERCISE OF OPTION. The
Company  shall  deliver  to  each  Eligible Participant such number of shares of
Common  Stock  as such Eligible Participant is entitled to receive pursuant to a
Stock  Award  or  elects  to  purchase upon exercise of the Option. Such shares,
which shall be fully paid and non-assessable upon the issuance thereof (unless a
portion or all of the purchase price shall be paid on a deferred basis) shall be
represented  by  a  certificate  or  certificates  registered in the name of the
Eligible  Participant  and  stamped  with an appropriate legend referring to the
restrictions  thereon, if any. Subject to the terms and provisions of the Nevada
Business  Corporation  Act  and the written agreement to which he is a party, an
Eligible  Participant shall have all the rights of a stockholder with respect to
such shares, including the right to vote the shares and to receive all dividends
or  other  distributions paid or made with respect thereto (except to the extent
such  Eligible  Participant defaults under a promissory note, if any, evidencing
the deferred purchase price for such shares), provided that such shares shall be
subject  to  the restrictions hereinafter set forth. In the event of a merger or
consolidation  to which the Company is a party, or of any other acquisition of a
majority  of  the  issued  and outstanding shares of Common Stock of the Company
involving an exchange or a substitution of stock of an acquiring corporation for
Common  Stock  of the Company, or of any transfer of all or substantially all of
the  assets  of the Company in exchange for stock of an acquiring corporation, a
determination  as  to whether the stock of the acquiring corporation so received
shall  be  subject  to  the  restrictions  set forth in Section 11 shall be made
solely  by  the  acquiring  corporation.

SECTION  10.  RIGHTS  OF  EMPLOYEES;  ELIGIBLE  PARTICIPANTS

10.1  EMPLOYMENT. Nothing contained in this Plan or in any Option or Stock Award
granted  under  this  Plan  shall confer upon any Eligible Participant any right
with  respect to the continuation of his or her employment by the Company or any
Affiliated Corporation, or interfere in any way with the right of the Company or
any  Affiliated  Corporation,  subject  to  the terms of any separate employment
agreement  to  the  contrary,  at  any  time  to terminate such employment or to
increase  or decrease the compensation of the Eligible Participant from the rate
in  existence  at  the time of the grant of an Option or Stock Award. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.

10.2  NON-TRANSFERABILITY.  No  right or interest of any Eligible Participant in
an Option or Stock Award shall be assignable or transferable during the lifetime
of  the  Eligible Participant, either voluntarily or involuntarily, or subjected

                                        9
<PAGE>

to  any  lien,  directly  or  indirectly,  by  operation  of  law, or otherwise,
including  execution,  levy,  garnishment,  attachment,  pledge  or  bankruptcy.
However, the Board of Directors may, in its sole discretion, permit transfers to
family  members  if  and  to  the  extent  such  transfers are permissible under
applicable  securities laws. In the event of an Eligible Participant's death, an
Eligible  Participant's rights and interest in an Option or Stock Award shall be
transferable  by  testamentary will or the laws of descent and distribution, and
delivery  of  any  shares of Common Stock due under this  Plan shall be made to,
and  exercise  of  any  Options may be made by, the Eligible Participant's legal
representatives,  heirs or legatees. If in the opinion of the Committee a person
entitled  to  payments or to exercise rights with respect to this Plan is unable
to  care for his or her affairs because of mental condition, physical condition,
or  age,  payment  due  such  person  may  be  made to, and such rights shall be
exercised  by,  such  person's  guardian,  conservator  or  other legal personal
representative  upon  furnishing the Committee with evidence satisfactory to the
Committee  of  such  status.

SECTION  11.  GENERAL  RESTRICTIONS

11.1  INVESTMENT  REPRESENTATIONS. The Company may require any person to whom an
Option  or  Stock Award is granted, as a condition of exercising such Option, or
receiving  such  Stock  Award,  to give written assurances in substance and form
satisfactory  to  the  Company and its counsel to the effect that such person is
acquiring  the  Common Stock subject to the Option or Stock Award for his or her
own  account  for  investment  and  not with any present intention of selling or
otherwise  distributing the same, and to such other effects as the Company deems
necessary  or  appropriate  in order to comply with federal and applicable state
securities  laws.

11.2  RESTRICTIONS  ON  TRANSFER  OF  COMMON  STOCK.  The shares of Common Stock
issuable  directly  as  a  Stock  Award or upon exercise of an Option may not be
offered  for sale, sold or otherwise transferred except pursuant to an effective
registration  statement  or  pursuant  to  an  exemption  from registration, the
availability  of  which is to be established to the satisfaction of the Company,
and  any  certificates representing shares of Common Stock will bear a legend to
that  effect.  However,  the Company may, in the sole discretion of the Board of
Directors,  register  with the Securities and Exchange Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions  may,  however,  continue  to apply to officers, directors, control
shareholders  and affiliates of the Company and such persons will be required to
obtain  an opinion of counsel as regards their ability to resell shares received
pursuant  to  this  Plan.

11.3     COMPLIANCE  WITH  SECURITIES  LAWS. Each Option or Stock Award shall be
subject  to  the  requirement  that  if at any time counsel to the Company shall
determine  that  the  listing,  registration  or  qualification of the shares of
Common  Stock subject to such Option or Stock Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as  a  condition  of,  or in
connection  with,  the issuance or purchase of shares thereunder, such Option or
Stock  Award  may  not  be accepted or exercised in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected  or  obtained on conditions acceptable to the Committee. Nothing herein
shall  be  deemed to require the Company to apply for or to obtain such listing,
registration  or  qualification.

SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS. Each Eligible Participant shall be
liable  for  payment  of  all  applicable  federal, state and local income taxes
incurred  as a result of the receipt of a Stock Award or an Option, the exercise

                                       10
<PAGE>

of  an Option, and the sale of any shares of Common Stock received pursuant to a
Stock Award or upon exercise of an Option. The Company may be required, pursuant
to applicable tax regulations, to withhold taxes for an Eligible Participant, in
which  case the Company's obligations to deliver shares of Common Stock upon the
exercise  of  any Option granted under this Plan or pursuant to any Stock Award,
shall  be  subject  to the Eligible Participant's satisfaction of all applicable
federal,  state  and local income and other income tax withholding requirements.

SECTION  13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES. In the event that, at any
time  or from time to time, any Option or Stock Award is assigned or transferred
to any party (other than the Company) pursuant to the provisions of Section 10.2
hereof,  such  party  shall  take  such  Option  or  Stock Award pursuant to all
provisions  and  conditions  of  this Plan, and, as a condition precedent to the
transfer of such interest, such party shall agree (for and on behalf of himself,
herself  or  itself,  his,  her or its legal representatives and his, her or its
transferees  and assigns) in writing to be bound by all provisions of this Plan.
SECTION  14.  COSTS  AND  EXPENSES.  All  costs and expenses with respect to the
adoption,  implementation,  interpretation and administration of this Plan shall
be  borne  by  the  Company.

SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY. Appropriate adjustments
shall  be  made  to the number of shares of Common Stock issuable pursuant to an
incomplete  or  pending  Stock  Award  that  has  not yet been delivered or upon
exercise  of  any  Options and the exercise price thereof in the event of: (i) a
subdivision or combination of any of the shares of capital stock of the Company;
(ii)  a  dividend  payable  in  shares  of capital stock of the Company; (iii) a
reclassification  of  any  shares  of  capital stock of the Company; or (iv) any
other  change  in  the  capital  structure  of  the  Company.

SECTION  16.  PLAN  AMENDMENT,  MODIFICATION  AND  TERMINATION.  The Board, upon
recommendation  of  the  Committee  or  at  its  own initiative, at any time may
terminate and at any time and from time to time and in any respect, may amend or
modify  this  Plan,  including:

     (a)  Increase  the  total  amount of Common Stock that may be awarded under
this  Plan,  except  as  provided  in  Section  15  of  this  Plan;

     (b)  Change  the classes of persons from which Eligible Participants may be
selected  or  materially  modify  the  requirements  as  to  eligibility  for
participation  in  this  Plan;

     (b)  Increase  the  benefits  accruing  to  Eligible  Participants;  or

     (d)  Extend  the  duration  of  this  Plan.

Any  Option  or other Stock Award granted to a Eligible Participant prior to the
date  this  Plan  is  amended,  modified  or  terminated  will  remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to  take  whatever  action  it  deems appropriate under Section 11 or
Section  15. The termination or any modification or amendment of this Plan shall
not,  without  the consent of a Eligible Participant, affect his rights under an
Option  or  other  Stock  Award  previously  granted  to  him.

SECTION  17.  EFFECTIVE  DATE  OF  THIS  PLAN.

17.1  EFFECTIVE DATE. This Plan is effective as of  OCTOBER 12, 2001 the date it
was  adopted  by  the  Board  of  Directors  of  the  Company.

                                       11
<PAGE>

17.2 DURATION OF THIS PLAN. This Plan shall terminate at midnight on OCTOBER 11,
2006,  which  is the day before the fifth anniversary of the Effective Date, and
may be extended thereafter or terminated prior thereto by action of the Board of
Directors; and no Option or Stock Award shall be granted after such termination.
Options  and  Stock  Awards outstanding at the time of this Plan termination may
continue  to  be  exercised,  or become free of restrictions, in accordance with
their  terms.

SECTION  18.  BURDEN AND BENEFIT. The terms and provisions of this Plan shall be
binding upon, and shall inure to the benefit of, each Eligible Participant, his,
her  or  its  executives  or  administrators,  heirs,  and  personal  and  legal
representatives.

Dated:  October  12,  2001
     eWorld  Travel  Corp.


     By:  /s/Gerald  Yakimishyn
             Gerald  Yakimishyn,
             President

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<PAGE>
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{"company-data": {"conformed-name": "EWORLD TRAVEL CORP", "cik": "0001076505", "assigned-sic": "4700", "irs-number": "680423301", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76888", "film-number": "2511641"}, "business-address": {"street1": "34190 SEPULVEDA AVENUE", "street2": "SUITE 217", "city": "CAPISTRANO BEACH", "state": "CA", "zip": "92624", "phone": "9494877295"}, "mail-address": {"street1": "34190 SEPULVEDA AVENUE", "street2": "SUITE 217", "city": "CAPISTRANO BEACH", "state": "CA", "zip": "92624"}}
SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commission File Number:  000-28429

                               EWORLD TRAVEL CORP.

Nevada                                                                68-0423301
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)

34190  Sepulveda  Avenue,  Suite  400,  Capistrano  Beach  CA              92624
(Address of principal executive offices)                              (Zip Code)

                                Stock Option Plan
                              (Full Title of Plan)

                               (Agent for Service)

                                 William Stocker
                                 Attorney at Law
                        34190 Sepulveda Avenue, Suite 200
                            Capistrano Beach CA 92624
                    phone (949) 487-7295  fax (949) 487-7285

                                January 17, 2002

                       CALCULATION OF REGISTRATION FEE (1)

--------------------------------------------------------------------------------
Title of    |   Amount to     |  Proposed       | Proposed       | Amount of   |
Securities  |   be Registered |  Maximum        | Maximum        | Registration|
To be       |                 |  Offering Price | Aggregate      | Fee         |
Registered  |                 |  Per Unit       | Offering Price |             |
--------------------------------------------------------------------------------
Common Stock|  5,000,000      |  $0.025         |  $125,000,000  |  $31.25     |
$0.001      |  shares         |  per share      |                |             |
Par Value   |                 |                 |                |             |
--------------------------------------------------------------------------------

1  The  securities  of  this Issuer are listed and trading on the OTCBB Bulletin
Board.  The  price is determined accordingly at the mutually acceptable price at
$0.025  as  against  the  current  bid  price  of  $0.22  based on the estimated
liquidation  value of the shares over a 30 day period before the adoption of the
Stock  Plan.

                                        1
PART II

ITEM  3.  INCORPORATION  OF  DOCUMENTS BY REFERENCE. The following documents are
incorporated  by  reference  as though fully set forth herein, and all documents
subsequently  filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d)  of  the  Securities  Exchange  Act  of  1934,  prior  to  the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be incorporated by reference in the Registration Statement and a part hereof
from  the  date  of  filing  of  such  documents:

     (a) The Registrant's Form 10-SB containing Audited Financial Statements for
the  Registrant's  last  fiscal  year;

     (b)  All  other  Reports  filed  pursuant  to Section 13(a) or 15(d) of the
Exchange  Act, since the end of the fiscal year covered by the Registrant's last
Annual  Report;  and

     (c)  The  Issuer's  Common  Equity Voting Stock ("Common Stock") Registered
under  Section  12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled  to  one  vote;  all shares of the class share equally in dividends and
liquidation  rights.  Pursuant  to  the  laws  of  Nevada  a  majority  of  all
shareholders  entitled  to  vote at a shareholders meeting regularly called upon
notice may take action as a majority and give notice to all shareholders of such
action.  A  limited  market  presently exists for the securities of this Issuer.

ITEM  4.  DESCRIPTION  OF  SECURITIES.  Not  Applicable.  See  Item  3(c).

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.  None.

ITEM  6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles  of  Incorporation  or  the By-Laws, nor any Resolution of the Board of
Directors,  providing for indemnification of Officers or Directors. We are aware
of  certain  provision  of  the  Nevada Corporate Law which affects indemnity of
Officers  or  Directors.

      NRS  78.7502  provides  for  mandatory  indemnification  of  officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that  he or she has been successful on the merits or otherwise in defense of any
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative (except an action by or in the right of the corporation) by reason
of  the  fact that he or she is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or  other enterprise; if he or she acted in good faith and in a
manner  which  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,  in  which  he  or she had no reasonable cause to believe his or her
conduct  was  unlawful.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.  Not Applicable. No restricted
securities  are  re-offered  or  resold pursuant to this Registration Statement.

ITEM  8.  EXHIBITS.  Exhibit  1  hereto  is an Opinion of Counsel respecting the
legality  of  the  issuance  of  the  securities  covered  by  this Registration
Statement.  Counsel  also  treats  the  following  facts: the Financial Services
Agreement is not a qualified plan of any kind or sort. Receipt of the Securities
covered by this Registration Statement will be treated as the equivalent of cash
received  for  services  as  ordinary  income.  The  Securities  are  issued  in
compensation  for  services  at  the rate of $0.025 per share for $125,000.00 of
services  performed.

     Exhibit  2  hereto  is  eWorld  Travel's  2002  STOCK  OPTION  PLAN

ITEM  9.  UNDERTAKINGS.  Not  Applicable.

                                        2
SIGNATURES

          The  Registrant, pursuant to the requirements of the Securities Act of
1933,  certifies  that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized.

                               EWORLD TRAVEL CORP.

Dated:  January  17,  2002
     by

        /s/Gerald Yakimishyn          /s/J. Dan Sifford
           Gerald  Yakimishyn            J. Dan  Sifford
           president/director            secretary/director

                                        3
--------------------------------------------------------------------------------
                                    EXHIBIT 1

                               OPINION OF COUNSEL
--------------------------------------------------------------------------------

                                        4
LAW OFFICES OF
                                 William Stocker
phone (949) 487-7295   34190 Sepulveda Avenue, Suite  200     fax (949) 487-7285
                           Capistrano Beach CA 92624

                                January 17, 2002

To  the  President  and  the
Board  of  Directors
eWorld  Travel  Corp.
34190  Sepulveda  Avenue,  Suite  400
Capistrano  Beach  CA  92624     re:  Opinion  of  Special  Counsel

     Dear  President  &  Board  of  Directors:

     You  have  requested my Opinion in connection with the filing of a 1933 Act
Registration  on  Form  S-8  to  compensate  employees,  consultants,  and other
qualified  service  providers  in  the  amount  of  $125,000.00  in  the form of
5,000,000  shares  of  common  stock  to  be  registered  thereby.

     I  am  familiar  with the history and current capitalization of the Issuer,
its  reporting  status,  and  good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities Exchange
Act  of  1934.

      It  is my opinion that the securities proposed to be issued may be validly
and  properly  issued and that such an issuance would be lawful in all respects.
The  STOCK  OPTION  PLAN  is not a qualified plan of any kind or sort and is not
qualified  for any special tax treatment under State or Federal Law. If and when
issued,  the  securities  would be and must be treated as the equivalent of cash
paid  and  received  back as the purchase of securities. The Securities would be
issued  in  compensation  for  services  at  the  rate  of  $0.025  for services
performed. These services were duly invoiced, and none of the services billed or
performed  were direct or indirect commissions or compensation for raising funds
for  the  Issuer,  or  for  maintaining  any market in securities of the Issuer.

     It  is  accordingly  my  opinion that the issuance requested is entitled to
registration  on  Form  S-8.

     I understand and consent to the use of this Opinion in connection with your
proposed  filing  of  a  1933  Registration  Statement  on  Form  S-8.

                                Very Truly Yours,

                               /s/William Stocker
                                 William Stocker
                           special securities counsel

                                        5
--------------------------------------------------------------------------------
                                    EXHIBIT 2

                             2002 STOCK OPTION PLAN
--------------------------------------------------------------------------------

                                        6
EWORLD TRAVEL CORP.
                             2002 STOCK OPTION PLAN

                                OCTOBER 12, 2001

SECTION  1.  INTRODUCTION

     1.1  ESTABLISHMENT.  Effective  as  provided  in  Section 17, eWorld Travel
Corp.,  a  Nevada  corporation  (the "Company"), hereby establishes this plan of
stock-based  compensation  incentives  for selected Eligible Participants of the
Company  and its affiliated corporations. This Plan shall be known as the eWorld
Travel  Corp.  2002  Stock  Plan  (the  "Plan").

     1.2  PURPOSE.  The  purpose of this Plan is to promote the best interest of
the  Company, and its stockholders by providing a means of non-cash remuneration
to  selected Eligible Participants who contribute most to the operating progress
and  earning  power  of  the  Company.

SECTION  2.  DEFINITIONS.  The  following definitions shall be applicable to the
terms  used  in  this  Plan:

     2.1  "AFFILIATED CORPORATION" means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to  the Company (within the meaning of Sections 424(e) and (f), respectively, of
the  Internal  Revenue  Code).

     2.2  "CODE"  means  the Internal Revenue Code of 1986, as it may be amended
from  time  to  time.

     2.3  "COMMITTEE"  means a committee designated by the Board of Directors to
administer  this  Plan  or,  if  no  committee  is  so  designated, the Board of
Directors.  Any Committee member who is also an Eligible Participant may receive
an  Option or Stock Award only if he abstains from voting in favor of a grant to
himself,  and  the  grant  is determined and approved by the remaining Committee
members.  The Board of Directors, in its sole discretion, may at any time remove
any  member of the Committee and appoint another Director to fill any vacancy on
the  Committee.

     2.4  "COMMON  STOCK"  means  the  Company's  $.0001 par value common stock.

     2.5  "COMPANY"  means  eWorld  Travel  Corp.,  a Nevada corporation and its
subsidiaries.

     2.6 "EFFECTIVE DATE" means the effective date of this Plan, as set forth in
Section  17  hereof.

     2.7  "ELIGIBLE  PARTICIPANT"  means  any  employee,  director,  officer,
consultant,  or advisor of the Company who is determined (in accordance with the
provisions  of  Section  4  hereof) to be eligible to receive an Option or Stock
Award  hereunder.

     2.8  "OPTION"  means  the  grant  to  an Eligible Participant of a right to
acquire  shares  of  Common  Stock.

     2.9  "PLAN"  means  this eWorld Travel Corp. 2002 Stock Plan, dated October
12,  2001

                                        7
2.10  "STOCK AWARD" means the grant to an Eligible Participant of shares of
common  Stock  issuable directly under this Plan rather than upon exercise of an
Option.

SECTION  3.  ADOPTION  AND  ADMINISTRATION  OF  THIS  PLAN. Upon adoption by the
Company's Board of Directors, this Plan became effective as of October 12, 2001.
In  the  absence  of  contrary  action by the Board of Directors, and except for
action  taken  by  the  Committee  pursuant  to Section 4 in connection with the
determination  of Eligible Participants, any action taken by the Committee or by
the  Board  of  Directors  with respect to the implementation, interpretation or
administration  of  this  Plan  shall  be  final,  conclusive  and  binding.

SECTION 4. ELIGIBILITY AND AWARDS. The Committee shall determine at any time and
from  time  to  time  after  the  effective  date of this Plan: (i) the Eligible
Participants;  (ii) the number of shares of Common Stock issuable directly or to
be  granted  pursuant  to  an  Option;
(iii)  the  price  per  share  at which each Option may be exercised, in cash or
cancellation  of  fees  for  services  for  which  the  Company  is  liable,  if
applicable,  or  the  value  per  share if a direct issue of stock pursuant to a
Stock  Award;  and  (iv)  the  terms  on  which each Option may be granted. Such
determination,  as  may  from  time  to  time  be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no  such  determination  by the Committee shall be final, conclusive and binding
upon  the Company unless and until the Board of Directors has approved the same;
provided,  however,  that  if  the  Committee  is  composed of a majority of the
persons  then comprising the Board of Directors of the Company, such approval by
the  Board  of  Directors  shall  not  be  necessary.

SECTION  5.  GRANT OF OPTION OR STOCK AWARD. Subject to the terms and provisions
of  this Plan, the terms and conditions under which an Option or Stock Award may
be  granted to an Eligible Participant shall be set forth in a written agreement
(i.e.,  a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement)  or,  if  an  Option,  a written Grant of Option in the form attached
hereto as Exhibit A (which may contain such modifications thereto and such other
provisions  as  the  Committee,  in  its  sole  discretion,  may  determine).

SECTION  6. TOTAL NUMBER OF SHARES OF COMMON STOCK.The total number of shares of
Common  Stock  reserved  for  issuance  by  the Company either directly as Stock
Awards or underlying Options granted under this Plan shall not be more than FIVE
MILLION  SHARES.  The  total  number of shares of Common Stock reserved for such
issuance may be increased only by a resolution adopted by the Board of Directors
and  amendment of this Plan. Such Common Stock may be authorized and unissued or
reacquired  Common  Stock  of  the  Company.

SECTION  7.  PURCHASE  OF  SHARES  OF  COMMON  STOCK.

7.1  As  soon  as  practicable  after  the  determination  by  the Committee and
approval  by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of  the  Eligible  Participants and the number of shares an Eligible Participant
may  be  issued directly as a Stock Award or eligible to purchase pursuant to an
Option,  the  Committee  shall  give  written  notice  thereof  to each Eligible
Participant,  which  notice  may  be  accompanied  by  the  Grant  of Option, if
appropriate,  to  be  executed  by  such  Eligible  Participant.

7.2  The  negotiated cost basis of stock issued directly as a Stock Award or the
exercise  price  for  each Option to purchase shares of Common Stock pursuant to
paragraph  7.1  shall  be  as  determined  by  the  Committee  and relative to a

                                        8
discounted  price of no less than 50% of the current market value at the time of
stock  award or option granted. It being understood that the price so determined
by the Committee may vary from one Eligible Participant to another. In computing
the  negotiated direct issue price as a Stock Award or the Option exercise price
per  share  of  Common Stock, the Committee shall take into consideration, among
other  factors,  the  restrictions  set  forth  in  Section  11  hereof.

SECTION  8.  TERMS  AND CONDITIONS OF OPTIONS. The Committee shall determine the
terms  and  conditions  of  each  Option granted to Eligible Participants, which
terms  shall  be  set  forth  in writing. The terms and conditions so set by the
Committee  may  vary from one Eligible Participant to another. In the event that
all  the Committee approves an Option permitting deferred payments, the Eligible
Participant's  obligation  to  pay  for  such Common Stock may be evidenced by a
promissory  note  executed  by  such  Eligible  Participant  and containing such
modifications  thereto  and  such other provisions as the Committee, in its sole
discretion,  may  determine.

SECTION  9.  DELIVERY  OF  SHARES  OF  COMMON STOCK UPON EXERCISE OF OPTION. The
Company  shall  deliver  to  each  Eligible Participant such number of shares of
Common  Stock  as such Eligible Participant is entitled to receive pursuant to a
Stock  Award  or  elects  to  purchase upon exercise of the Option. Such shares,
which shall be fully paid and non-assessable upon the issuance thereof (unless a
portion or all of the purchase price shall be paid on a deferred basis) shall be
represented  by  a  certificate  or  certificates  registered in the name of the
Eligible  Participant  and  stamped  with an appropriate legend referring to the
restrictions  thereon, if any. Subject to the terms and provisions of the Nevada
Business  Corporation  Act  and the written agreement to which he is a party, an
Eligible  Participant shall have all the rights of a stockholder with respect to
such shares, including the right to vote the shares and to receive all dividends
or  other  distributions paid or made with respect thereto (except to the extent
such  Eligible  Participant defaults under a promissory note, if any, evidencing
the deferred purchase price for such shares), provided that such shares shall be
subject  to  the restrictions hereinafter set forth. In the event of a merger or
consolidation  to which the Company is a party, or of any other acquisition of a
majority  of  the  issued  and outstanding shares of Common Stock of the Company
involving an exchange or a substitution of stock of an acquiring corporation for
Common  Stock  of the Company, or of any transfer of all or substantially all of
the  assets  of the Company in exchange for stock of an acquiring corporation, a
determination  as  to whether the stock of the acquiring corporation so received
shall  be  subject  to  the  restrictions  set forth in Section 11 shall be made
solely  by  the  acquiring  corporation.

SECTION  10.  RIGHTS  OF  EMPLOYEES;  ELIGIBLE  PARTICIPANTS

10.1  EMPLOYMENT. Nothing contained in this Plan or in any Option or Stock Award
granted  under  this  Plan  shall confer upon any Eligible Participant any right
with  respect to the continuation of his or her employment by the Company or any
Affiliated Corporation, or interfere in any way with the right of the Company or
any  Affiliated  Corporation,  subject  to  the terms of any separate employment
agreement  to  the  contrary,  at  any  time  to terminate such employment or to
increase  or decrease the compensation of the Eligible Participant from the rate
in  existence  at  the time of the grant of an Option or Stock Award. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Committee at the
time.

10.2  NON-TRANSFERABILITY.  No  right or interest of any Eligible Participant in
an Option or Stock Award shall be assignable or transferable during the lifetime
of  the  Eligible Participant, either voluntarily or involuntarily, or subjected

                                        9
to  any  lien,  directly  or  indirectly,  by  operation  of  law, or otherwise,
including  execution,  levy,  garnishment,  attachment,  pledge  or  bankruptcy.
However, the Board of Directors may, in its sole discretion, permit transfers to
family  members  if  and  to  the  extent  such  transfers are permissible under
applicable  securities laws. In the event of an Eligible Participant's death, an
Eligible  Participant's rights and interest in an Option or Stock Award shall be
transferable  by  testamentary will or the laws of descent and distribution, and
delivery  of  any  shares of Common Stock due under this  Plan shall be made to,
and  exercise  of  any  Options may be made by, the Eligible Participant's legal
representatives,  heirs or legatees. If in the opinion of the Committee a person
entitled  to  payments or to exercise rights with respect to this Plan is unable
to  care for his or her affairs because of mental condition, physical condition,
or  age,  payment  due  such  person  may  be  made to, and such rights shall be
exercised  by,  such  person's  guardian,  conservator  or  other legal personal
representative  upon  furnishing the Committee with evidence satisfactory to the
Committee  of  such  status.

SECTION  11.  GENERAL  RESTRICTIONS

11.1  INVESTMENT  REPRESENTATIONS. The Company may require any person to whom an
Option  or  Stock Award is granted, as a condition of exercising such Option, or
receiving  such  Stock  Award,  to give written assurances in substance and form
satisfactory  to  the  Company and its counsel to the effect that such person is
acquiring  the  Common Stock subject to the Option or Stock Award for his or her
own  account  for  investment  and  not with any present intention of selling or
otherwise  distributing the same, and to such other effects as the Company deems
necessary  or  appropriate  in order to comply with federal and applicable state
securities  laws.

11.2  RESTRICTIONS  ON  TRANSFER  OF  COMMON  STOCK.  The shares of Common Stock
issuable  directly  as  a  Stock  Award or upon exercise of an Option may not be
offered  for sale, sold or otherwise transferred except pursuant to an effective
registration  statement  or  pursuant  to  an  exemption  from registration, the
availability  of  which is to be established to the satisfaction of the Company,
and  any  certificates representing shares of Common Stock will bear a legend to
that  effect.  However,  the Company may, in the sole discretion of the Board of
Directors,  register  with the Securities and Exchange Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions  may,  however,  continue  to apply to officers, directors, control
shareholders  and affiliates of the Company and such persons will be required to
obtain  an opinion of counsel as regards their ability to resell shares received
pursuant  to  this  Plan.

11.3     COMPLIANCE  WITH  SECURITIES  LAWS. Each Option or Stock Award shall be
subject  to  the  requirement  that  if at any time counsel to the Company shall
determine  that  the  listing,  registration  or  qualification of the shares of
Common  Stock subject to such Option or Stock Award upon any securities exchange
or  under  any  state  or  federal  law,  or  the  consent  or  approval  of any
governmental  or  regulatory  body,  is  necessary  as  a  condition  of,  or in
connection  with,  the issuance or purchase of shares thereunder, such Option or
Stock  Award  may  not  be accepted or exercised in whole or in part unless such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected  or  obtained on conditions acceptable to the Committee. Nothing herein
shall  be  deemed to require the Company to apply for or to obtain such listing,
registration  or  qualification.

SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS. Each Eligible Participant shall be
liable  for  payment  of  all  applicable  federal, state and local income taxes
incurred  as a result of the receipt of a Stock Award or an Option, the exercise

                                       10
of  an Option, and the sale of any shares of Common Stock received pursuant to a
Stock Award or upon exercise of an Option. The Company may be required, pursuant
to applicable tax regulations, to withhold taxes for an Eligible Participant, in
which  case the Company's obligations to deliver shares of Common Stock upon the
exercise  of  any Option granted under this Plan or pursuant to any Stock Award,
shall  be  subject  to the Eligible Participant's satisfaction of all applicable
federal,  state  and local income and other income tax withholding requirements.

SECTION  13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES. In the event that, at any
time  or from time to time, any Option or Stock Award is assigned or transferred
to any party (other than the Company) pursuant to the provisions of Section 10.2
hereof,  such  party  shall  take  such  Option  or  Stock Award pursuant to all
provisions  and  conditions  of  this Plan, and, as a condition precedent to the
transfer of such interest, such party shall agree (for and on behalf of himself,
herself  or  itself,  his,  her or its legal representatives and his, her or its
transferees  and assigns) in writing to be bound by all provisions of this Plan.
SECTION  14.  COSTS  AND  EXPENSES.  All  costs and expenses with respect to the
adoption,  implementation,  interpretation and administration of this Plan shall
be  borne  by  the  Company.

SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY. Appropriate adjustments
shall  be  made  to the number of shares of Common Stock issuable pursuant to an
incomplete  or  pending  Stock  Award  that  has  not yet been delivered or upon
exercise  of  any  Options and the exercise price thereof in the event of: (i) a
subdivision or combination of any of the shares of capital stock of the Company;
(ii)  a  dividend  payable  in  shares  of capital stock of the Company; (iii) a
reclassification  of  any  shares  of  capital stock of the Company; or (iv) any
other  change  in  the  capital  structure  of  the  Company.

SECTION  16.  PLAN  AMENDMENT,  MODIFICATION  AND  TERMINATION.  The Board, upon
recommendation  of  the  Committee  or  at  its  own initiative, at any time may
terminate and at any time and from time to time and in any respect, may amend or
modify  this  Plan,  including:

     (a)  Increase  the  total  amount of Common Stock that may be awarded under
this  Plan,  except  as  provided  in  Section  15  of  this  Plan;

     (b)  Change  the classes of persons from which Eligible Participants may be
selected  or  materially  modify  the  requirements  as  to  eligibility  for
participation  in  this  Plan;

     (b)  Increase  the  benefits  accruing  to  Eligible  Participants;  or

     (d)  Extend  the  duration  of  this  Plan.

Any  Option  or other Stock Award granted to a Eligible Participant prior to the
date  this  Plan  is  amended,  modified  or  terminated  will  remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided,  however,  that  this  sentence  shall  not  impair  the  right of the
Committee  to  take  whatever  action  it  deems appropriate under Section 11 or
Section  15. The termination or any modification or amendment of this Plan shall
not,  without  the consent of a Eligible Participant, affect his rights under an
Option  or  other  Stock  Award  previously  granted  to  him.

SECTION  17.  EFFECTIVE  DATE  OF  THIS  PLAN.

17.1  EFFECTIVE DATE. This Plan is effective as of  OCTOBER 12, 2001 the date it
was  adopted  by  the  Board  of  Directors  of  the  Company.

                                       11
17.2 DURATION OF THIS PLAN. This Plan shall terminate at midnight on OCTOBER 11,
2006,  which  is the day before the fifth anniversary of the Effective Date, and
may be extended thereafter or terminated prior thereto by action of the Board of
Directors; and no Option or Stock Award shall be granted after such termination.
Options  and  Stock  Awards outstanding at the time of this Plan termination may
continue  to  be  exercised,  or become free of restrictions, in accordance with
their  terms.

SECTION  18.  BURDEN AND BENEFIT. The terms and provisions of this Plan shall be
binding upon, and shall inure to the benefit of, each Eligible Participant, his,
her  or  its  executives  or  administrators,  heirs,  and  personal  and  legal
representatives.

Dated:  October  12,  2001
     eWorld  Travel  Corp.

     By:  /s/Gerald  Yakimishyn
             Gerald  Yakimishyn,
             President

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