SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          COMMISSION FILE NO. 333-42640

                               ENDO NETWORKS, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                               75-2882833
--------------------------------                            --------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)


   2624 Dunwin Drive, Unit #3, Mississauga, Ontario, Canada         L5L 3T5
---------------------------------------------------------------    ----------
     (Address of Principal Executive Offices)                      (Zip Code)


           ENDO NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
           ----------------------------------------------------------
                            (Full title of the plan)

                                  Peter B. Day
                               Endo Networks, Inc.
                           2624 Dunwin Drive, Unit #3
                      Mississauga, Ontario, Canada L5L 3T5
                      -------------------------------------
                     (Name and address of agent for service)

                                 (905) 820-8800
                                ----------------
         (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                   Proposed          Proposed
  Title of           Amount        maximum           maximum         Amount of
securities to        to be       offering price      aggregate      registration
be registered      registered      per unit       offering price       fee
---------------    ----------    --------------   --------------    ------------
Common Stock        1,250,000      Published        Published        $41.67(1)
$0.001Par Value     Shares         Bid Price        Bid Price
                                   $0.11(2)         $137,500

Notes to Table:
--------------

(1)  1,250,000 shares x $0.11 (Bid Price) = $137,500
     $137,500 x 1% x 1/33 = $41.67

(2)  Estimated  solely for the purpose of calculating the registration fee based
     on the  bid  price  of  the  Common  Stock  of the  Company  on the  NASDAQ
     Over-The-Counter Bulletin Board Exchange on June 9, 2003.


<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a)      The Form SB-1 of the Company filed on July 30, 2000,  and last
                  amended on October 20, 2000.

         (b)      The Annual Report on Form 10-KSB of the Company for the period
                  ending September 30, 2001.

         (c)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending December 31, 2001.

         (d)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending March 31, 2002.

         (e)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending June 30, 2002.

         (f)      The Annual Report on Form 10-KSB of the Company for the period
                  ending September 30, 2002.

         (g)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending December 31, 2002.

         (h)      The  Quarterly  Report on Form 10-QSB and Form 10-QSB/A of the
                  Company for the period ending March 31, 2003.

         (i)      All reports or other documents filed  pursuant to Sections 13,
                  14, and 15(d) of  the  Securities  Exchange  Act of  1934,  as
                  amended (the "Exchange  Act")  subsequent to  the date of  the
                  Registration  Statement,  in each  case filed  by the  Company
                  prior to the  termination  of  the offering of  the securities
                  offered hereby, shall be deemed to be a  part hereof from  the
                  date  of  the  filing  of  such  reports  and  documents.  Any
                  statement contained in a document  incorporated  or deemed  to
                  be  incorporated  herein  by  reference  shall be deemed to be
                  modified or superseded  for the purposes of  this Registration
                  Statement to  the extent that a statement contained  herein or
                  in  any other subsequently  filed document,  which also  is or
                  is deemed to  be incorporated  herein  by reference,  modifies
                  or  supersedes such  statement.  Any statement so  modified or
                  superseded  shall  not be deemed,  except  as so  modified  or
                  superseded,  to  constitute  a  part  of   this   Registration
                  Statement.


ITEM 4.  DESCRIPTION OF SECURITIES.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12 of the Exchange Act.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Bylaws  limit the  liability  of its  directors  to the
maximum  extent  permitted by Nevada law. Thus, the directors of the Company are
not personally  liable for monetary damages for any action taken, or any failure
to take any action,  unless the  director  has breached or failed to perform the
duties  of  his  office  and  the  breach  or  failure  to  perform  constitutes
self-dealing,  willful  misconduct,  or  recklessness.  Such limitation does not
apply to any  responsibility  of  liability  pursuant  to  criminal  statute  or
liability for the payment of taxes pursuant to local,  state, or federal law. In
addition,  the  Company's  Bylaws  authorize  the Company to maintain  liability
insurance for its directors and officers.


                                       2
<PAGE>

         At  present,  there is no pending  litigation  or  proceeding,  and the
Company is not aware of any threatened  litigation or proceeding,  involving any
director,  officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No answer to this item is required  because  no  restricted  securities
are to be re-offered or resold pursuant to this Registration Statement.


ITEM 8.  EXHIBITS.

         (1)    Endo Networks, Inc. Employee Benefit and Stock Option Plan.

         (2)    Opinion of T. Alan Owen & Associates, P.C.

         (3)    Consent of T. Alan Owen & Associates, P.C.  (included in opinion
                letter filed as Exhibit 2)

         (4)   Power of Attorney (see page 5 of this Registration Statement)


ITEM 9.  UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for purposes of determining  any liability under the Act, 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 offer thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

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


                                       3
<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Mississauga, Ontario, Canada.

                              ENDO NETWORKS, INC.,
                              a Nevada corporation


By:  /s/ Peter B. Day
     -------------------------------------
     Peter B. Day, President and Secretary
     June 9, 2003


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Peter B. Day as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

                                      ENDO NETWORKS, INC.,
                                      a Nevada corporation

                                      /s/  Peter B. Day
                                      ------------------------------------------
                                           Peter B. Day, President and Secretary
                                           Date: June 9, 2003
STATE OF _________________ )
                           )
COUNTY OF _______________  )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Peter B. Day,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9th day of June, 2003.


                                      ------------------------------------------
                                      Notary Public in and for
                                                              ------------------
My Commission Expires:

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





                                       4

<PAGE>


                                  EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)




EXHIBIT NO.                    EXHIBIT
-----------                    -------

       (1)       ENDO NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN.

       (2)       Opinion of T. Alan Owen & Associates, P.C., Attorneys at Law.

       (3)       Consent of T. Alan Owen & Associates, P.C. (included in opinion
                 letter filed as Exhibit 2)

       (4)       Power of Attorney











                                       5

<PAGE>


EXHIBIT (1)



                      ENDO NETWORKS, INC. EMPLOYEE BENEFIT
                              AND STOCK OPTION PLAN


                                    SECTION I

                                     PURPOSE

         1.1 This  Employee  Benefit  and  Stock  Option  Plan (the  "Plan")  is
intended  to provide a means for the  granting  of awards  (with each such award
being referred to as an "Award") of stock and/or  options to selected  employees
of and  consultants  to ENDO  NETWORKS,  INC.  (the  "Company")  and such of its
domestic  or  foreign,  present  or  future,  affiliated  companies  as shall be
designated  from time to time by the Company's  Board of Directors (the "Board")
(each such employee or consultant,  upon receipt of an Award, shall be deemed to
be a  "Participant"  in the  Plan).  This  Plan  is  designed  to:  (a)  provide
incentives and rewards to those employees who are in a position to contribute to
the long term growth and  profitability  of the Company;  (b) assist the Company
and such  affiliated  companies  (the  "Affiliates")  to  attract,  retain,  and
motivate  personnel  with  experience  and ability;  and (c) make the  Company's
compensation  program more competitive with those of other major employers.  The
Company  expects  that by  providing  such Awards it will benefit from the added
interest which such personnel will have in the success of the Company and/or the
Affiliates as a result of their proprietary interest.

         1.2 For purposes of this Plan, an Affiliate  shall mean any corporation
defined as a subsidiary  corporation  under Section  424(f) of the United States
Internal Revenue Code of l986 (the "Code").


                                   SECTION II

                                 ADMINISTRATION

         2.1 This  Plan  shall be  administered  by the  Board.  Subject  to the
express  provisions of this Plan, the Board shall have full power and authority,
in its  discretion,  to grant  Awards;  to  determine  to whom and the time when
Awards will be granted;  to designate Awards as payment for services rendered to
the Company,  incentive  stock options,  nonqualified  stock  options,  or stock
appreciation rights; to determine the purchase price of the common stock covered
by each  option  and the  term  of each  option;  to  determine  the  terms  and
provisions of the option agreements  (which need not be identical)  entered into
in connection  with Awards under this Plan; to interpret this Plan; to supervise
the  administration  of this Plan;  to prescribe,  amend,  and rescind rules and
regulations  relating to this Plan; and to make all other proper  determinations
and take any other action deemed  necessary or desirable to the proper operation
or  administration  of this Plan.  The Board may authorize such of the Company's
officers  or other  persons  to  perform  such  functions  with  respect  to the
execution and administration of this Plan (other than the interpretation of this
Plan and the adoption of rules  governing its execution and  administration)  as
the Board shall determine from time to time.


ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 1
-----------------------------


<PAGE>


         2.2 All decisions made by the Board pursuant to the powers vested in it
by this Plan  document  shall be final and  binding  on all  persons  (including
Participants, the Company, and any shareholder and/or employee of the Company or
an  Affiliate).  No  member  of the  Board  shall be  liable  for any  action or
determination  made in good faith with respect to this Plan or any Award granted
under it.

         2.3 Neither the Board,  the  Company,  nor any officers or employees of
the  Company  shall  have  any  duty  to  advise   Participants  of  any  rules,
interpretations,  or  determinations by the Board, and each Participant shall be
bound by such  rules,  interpretations,  or  determinations  upon  communication
thereof to such Participant, effective as of such date (prior to, subsequent to,
or concurrent with such communication) that each such rule,  interpretation,  or
determination shall have been intended to be effective by the Board.


                                   SECTION III

                               SCOPE AND DURATION

         3.1  Awards  under  this  Plan  may be  granted  in the  form of  stock
issuances,  incentive  stock  options (the "ISOs") as provided in Section 422 of
the Code, or in the form of nonqualified stock options (the "NQSOs").

         3.2 The total  number of shares  of common  stock of the  Company  (the
"Stock") as to which stock  issuances or Options may be granted  under this Plan
shall be 1,250,000,  subject to adjustment as provided in Section XI hereof. The
total  number  of shares of Stock  which  may be  awarded  under the Plan to any
single Participant in any one fiscal year shall not exceed ten per cent (10%) of
the total  shares of Stock  allotted to the Plan.  The total number of shares of
Stock which may be awarded  under the Plan to all  Participants  in aggregate in
any one fiscal year shall not exceed  thirty per cent (30%) of the total  shares
of Stock  allotted to the Plan.  Issuance of Stock for services  rendered to the
Company or upon exercise of an Option shall reduce the total number of shares of
Stock available  under this Plan.  There shall not be counted against this total
any shares of Stock covered by an Option that has lapsed unexercised or has been
forfeited as hereinafter provided.

         3.3 Subject to adjustments provided for in Section XI hereof, shares of
Stock  as to which  issuances  may be made or  Options  under  this  Plan may be
granted may be made available by the Company from authorized but unissued shares
of Stock or from shares reacquired by the Company (including shares purchased in
the open market).


ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 2
-----------------------------


<PAGE>


                                   SECTION IV

                               ELIGIBLE EMPLOYEES

         The persons who shall be  eligible  to receive  Awards  under this Plan
shall be  limited to such  employees  or  consultants  (including  officers  and
directors who are employees) of the Company or an Affiliate,  without limitation
as to  length  of  service,  who  are  from  time to time  recommended  to,  and
authorized  by, the Board for  Awards  under this  Plan.  The  directors  of the
Company  shall not be  eligible to  participate  in the Plan as  directors,  but
directors otherwise qualified shall be eligible to participate.  An employee who
has been  granted an Option  hereunder  may be granted an  additional  Option or
Options, if the Board shall so determine.


                                    SECTION V

                                 GRANTING AWARDS

         5.1 Subject to the limitations of this Plan, the Board, at any time and
from time to time, and after such  consultation  with and  consideration  of the
recommendations  of management as the Board deems  desirable,  shall select from
the eligible employees and/or consultants those persons to be granted Awards and
determine  the time when each award  shall be  granted,  the number of shares of
Stock to be subject to an  issuance  or an Option and the terms and  conditions,
consistent  with this Plan, upon which Stock issuances are to be made or Options
are  to be  awarded.  The  Board  shall  make  Awards  to the  employees  and/or
consultants  so  selected  for the number of shares of Stock or Options and upon
the terms and conditions so  determined.  No Stock or Options shall be issued or
distributed under this Plan unless and until all legal  requirements  applicable
to the issuance or transfer of such Options and/or Stock have been complied with
to the satisfaction of the Board.

         5.2 No Awards shall be granted under this Plan after its termination on
December 31,  2012,  but Awards  granted  prior to such  termination  may extend
beyond  that date,  and the terms of this Plan shall  continue  to apply to such
Awards.


                                   SECTION VI

                         TERMS AND CONDITIONS OF OPTION

         6.1 General. Each Option granted pursuant to this Plan shall be subject
to all of the terms and conditions  hereinafter provided in this Section VI, all
other terms and conditions as may be provided in any other Section of this Plan,
and such  other  terms and  conditions  ("Discretionary  Conditions")  as may be
specified by the Board with respect to the Option and the Stock covered  thereby
at the time of the making of the Award or as may be specified  thereafter by the
Board in the  exercise  of its  powers  under this Plan.  Without  limiting  the
foregoing,  it is  understood  that the Board may,  at any time and from time to
time after the  granting of an Award under this Plan,  specify  such  additional


ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 3
-----------------------------


<PAGE>


terms and  conditions  with respect to such Award as maybe  deemed  necessary or
appropriate  to  ensure   compliance  with  any  and  all  applicable  laws  and
regulations,  including, but not limited to, terms and conditions for compliance
with Federal and state securities laws,  methods of withholding or providing for
the payment of required  taxes,  and approvals by any  governmental  agencies or
national securities  exchanges as maybe required.  The terms and conditions with
respect to any Award, or with respect to any Award to any Participant,  need not
be  identical  with the terms and  conditions  with respect to any Award to that
Participant or to any other Participant.

         6.2  Option  Agreement.  Receipt  of an  Option  shall  be  subject  to
execution of a written  agreement (the "Option  Agreement")  between the Company
and the Participant,  in a form approved by the Board, which shall set forth the
number of Options  Awarded,  the number of shares of Stock that may be purchased
pursuant to such Options,  the applicable  Option Price (as defined  herein) and
such  other  terms  and  conditions  provided  in  this  Plan  as may be  deemed
appropriate  by the Board,  including,  but not  limited  to, any  Discretionary
Conditions.  The  Option  Agreement  shall be  subject  to,  and shall be deemed
amended to include,  such additional  Discretionary  Conditions as the Board may
thereafter  specify  in the  exercise  of its powers  under  this Plan.  A fully
executed original  counterpart of such Option Agreement shall be provided to the
Company and the  Participant.  Each Option  Agreement shall identify the Options
represented thereby as ISOs or NQSOs.

         6.3  Option  Price.  The  purchase  price of the Stock  covered by each
Option shall be determined by the Board,  but in no event shall the Option Price
of ISOs be less than 100% of the Fair Market Value of such Stock on the date the
Option is granted,  nor shall the Option  Price of NQSOs be less than 75% of the
Fair  Market  Value of such  Stock on the date the Option is  granted.  For this
purpose,  "Fair  Market  Value" of a share shall be the  closing  "Bid" price as
reported  in the  Wall  Street  Journal  (or if not so  reported,  as  otherwise
reported by the National  Association of Securities Dealers Automated  Quotation
(NASDAQ)  system,  on the applicable date (the  "Valuation  Date") if the shares
were traded on a stock exchange on the Valuation Date; if the shares were not so
traded,  Fair  Market  Value  shall  be the  mean of  closing  Bid  price on the
Valuation  Date.  If there were no sales or reported Bid prices on the Valuation
Date, the Board shall determine the Fair Market Value as of the last trading day
preceding the  Valuation  Date for which there was a sale or reported Bid prices
or if no such  prices  are  available,  then such other  appropriate  method for
determining fair market value.

         6.4      Term of Option.

                  A. The duration of each Option  granted  under this Plan shall
be for not  more  than 10  years  from the date of  grant,  as the  Board  shall
determine,  subject to earlier termination as provided in Sections VIII, IX, and
X hereof.  The Board may, in its discretion,  extend the period within which any
particular  Option  may be  exercised  beyond  the  expiration  date  originally
provided in said Option  even if any such  extension  may cause an ISO to become
treated as a NQSO.  However,  no Option shall,  in any event, be exercised after
the expiration of the full term of the Option as may be specified in the Option.


ENDO NETWORKS, INC. EMPLOYEE
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BENEFIT AND STOCK OPTION PLAN -- Page 4
-----------------------------

<PAGE>


                  B. Subject to the  provisions  of this Plan,  an Option may be
exercised,  at any time or from time to time  (subject,  in the case of ISOs, to
such  restrictions as may be imposed from time to time by the Code), as and when
determined by the Board by giving  written notice to the Company of the exercise
of the Option.  Except as provided in Sections VIII and IX hereof, no Option may
be exercised  at any time unless the  Participant  is then a consultant  to or a
regular  full-time  employee  of the Company or an  Affiliate.  To the extent an
Option  is not  exercised  within  its  term,  the  Option  shall  automatically
terminate at the end of such term.  Notwithstanding  the  foregoing  provisions,
failure to exercise an ISO within the periods of time prescribed  under Sections
421  and 422 of the  Code  shall  cause  an ISO to  cease  to be  treated  as an
"Incentive  Stock  Option" for the  purposes of Section 422 of the Code.  In the
Option  Agreement or after an Option is granted the Board may, on such terms and
conditions  as it  may  determine  to be  appropriate  and  notwithstanding  the
provisions of this  paragraph  6.4B,  extend the time at which the Option or any
portion thereof may be exercised.

                  C. The  Option  Price for the  shares as to which an Option is
exercised  shall  be paid to the  Company  in full on the  date of  exercise.  A
Participant shall pay for such shares of Stock (i) in cash, (ii) by certified or
cashier's check payable to the order of the Company, or (iii) by such other mode
of  payment  as the Board may  approve,  including  payment  through a broker in
accordance  with  procedures  permitted by  Regulation T of the Federal  Reserve
Board.  Furthermore,  the Board may provide in an Option  Agreement that payment
may be made in whole or in part in  shares  of  Stock  held by the  Participant,
unless otherwise provided in the Option Agreement,  for more than six months (or
such shorter period of time as shall not, in the Board's sole  discretion,  have
an adverse effect on the Company's  financial  statements),  provided,  however,
that the Option Price may not be paid for with shares of Stock if such method of
payment would result in liability under Section 16(b) of the Exchange Act to the
Participant. If payment is made in whole or in part in shares of Stock, then the
Participant shall deliver to the Company certificates owned by such Participant,
free of all liens,  claims, and encumbrances of every kind and have an aggregate
Fair  Market  Value  on the  date of  delivery  that is at least as great as the
Option Price of the shares of Stock (or relevant  portion  thereof) with respect
to which such Option is to be exercised by payment in shares of Stock,  endorsed
in  blank  or  accompanied  by  stock  powers  duly  endorsed  in  blank  by the
Participant. In the event that certificates for shares of Stock delivered to the
Company  represent a number of shares of Stock in excess of the number of shares
of Stock  required to make  payment for the Option  Price of the shares of Stock
(or  relevant  portion  thereof)  with  respect  to which  such  Option is to be
exercised  by payment in shares of Stock,  the stock  certificate  issued to the
Participant  shall represent (i) the shares of Stock in respect of which payment
is made,  and (ii) such excess  number of shares of Stock.  Notwithstanding  the
foregoing,  the  Board  may  impose  from  time to  time  such  limitations  and
prohibitions  on the use of  shares of Stock to  exercise  an Option as it deems
appropriate.  Stock  acquired by the  Participant  which is identified as having
been  obtained  through an ISO under this Plan and still  subject to ISO holding
requirements  as defined  in Section  422 of the Code,  may not be  tendered  in
payment of the Option Price.

         6.5 Date of Grant.  The date on which an Award  shall be deemed to have
been granted under this Plan shall be the date of the Board's  authorization  of
the Award or such later date as may be  determined  by the Board at the time the
Award  is  authorized.  Notice  of the  determination  shall  be  given  to each


ENDO NETWORKS, INC. EMPLOYEE
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-----------------------------


<PAGE>

Participant  to whom an Award is so granted  within a reasonable  time after the
date of such grant.

         6.6 Rights as a Shareholder.  No  Participant  shall have any rights to
dividends  or other  rights of a  shareholder  with  respect  to shares of Stock
subject to an Option until the  Participant  has given notice of exercise of the
Option,  has paid in full the  Option  Price for such  shares of Stock,  and has
otherwise  complied  with this Plan,  the Option  Agreement,  and such rules and
regulations as may be established by the Board.

         6.7      Incentive Stock Options.

                  A. In the case of an ISO, each Option  Agreement shall contain
such other terms,  conditions,  and provisions as the Board determines necessary
or desirable in order to qualify such Option as a tax favored option (within the
meaning of Section 422 of the Code or any  amendment  or  substitute  thereto or
regulation  thereunder)  including  without  limitation,  each of the following,
except that any of these provisions maybe omitted or modified if it is no longer
required in order to have an option  qualify as a tax-favored  option within the
meaning of Section 422 of the Code or any substitute therefor:

                           i. The Option must be expressly  designated as an ISO
by the Board and in the Option Agreement; and

                           ii. The aggregate fair market value (determined as of
the date the Option is  granted)  of the  shares of Stock with  respect to which
ISOs are  first  exercisable  under  the terms of the  Option  Agreement  by any
Participant  during any calendar year (under all plans of the Company) shall not
exceed $100,000.

                  B. ISOs  shall also  comply  with any other  restrictions  and
limitations  imposed by Section  422 of the Code not  otherwise  provided in the
Plan.

                  C. In the event of amendments to the Code or applicable  rules
or  regulations  relating to ISOs awarded  subsequent  to the date  hereof,  the
Company  may  amend  the  provisions  of  this  Plan  and  the  Company  and the
Participants  holding ISOs may agree to amend  outstanding  Option Agreements to
conform to such amendments.

         6.8 Substitute Options. Options may be granted under the Plan from time
to  time  in  substitution   for  stock  options  held  by  employees  of  other
corporations  who are about to become and who do concurrently  with the grant of
such Options  become  employees of the Company or a subsidiary  as a result of a
merger or  consolidation  of the  employing  corporation  with the  Company or a
subsidiary,  or the  acquisition by the Company or a subsidiary of the assets of
the employing corporation,  or the acquisition by the Company or a subsidiary of
stock of the employing  corporation.  The terms and conditions of the substitute
Options  so  granted  may vary from the terms and  conditions  set forth in this
Section VI of the Plan to such extent as the Board at the time of grant may deem
appropriate  to conform,  in whole or in part,  to the  provisions  of the stock
options in substitution for which they are granted.


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         6.9      Investment Purpose.

                  A.  Each  Option  under  this  Plan  shall be  granted  on the
condition  that  the  purchases  of  shares  of  Stock  hereunder  shall  be for
investment purposes,  and not with a view toward resale or distribution,  except
that in the event that  Stock  subject to such  Option is  registered  under the
Securities  Act of l933,  as amended,  or in the event of a resale of such Stock
without registration  thereunder would otherwise be permissible,  such condition
shall be inoperative if in the opinion of counsel for the Company such condition
is not required under the Securities  Act of l933 or any other  applicable  law,
regulation, or rule of any governmental agency.

                  B. The Board may  require  each  person  purchasing  shares of
Stock  pursuant  to  exercise  of an Option to  represent  to and agree with the
Company in  writing  that such  shares are being  acquired  for  investment  and
without a view to distribution  thereof. The certificates for shares of Stock so
purchased  may include any legend which the Board deems  appropriate  to reflect
any restriction on transfer. The Board also may impose, in its discretion,  as a
condition of any Option,  any restrictions on the  transferability  of shares of
Stock acquired  through the exercise of such Option as it may deem fit.  Without
limiting  the  generality  of the  foregoing,  the Board may  impose  conditions
restricting  absolutely the  transferability of shares of Stock acquired through
the  exercise  of  Options  for such  periods  as the Board may  determine  and,
further, in the event a Participant's  employment by the Company or an Affiliate
terminates during the period in which such shares of Stock are  nontransferable,
the Participant may be required, if required by the related Option Agreement, to
sell such Stock back to the Company at such price and on such other terms as the
Board may have specified in the Option Agreement.

                  C. A  Participant  shall give prompt  notice to the Company of
any  disposition  of shares of Stock  acquired  upon  exercise of an ISO if such
disposition  occurs within either two (2)years after grant or one (1) year after
receipt of such shares by the Participant.

         6.10 Replacement Options.  The Board, in its absolute  discretion,  may
grant to holders of  outstanding  Options,  in exchange  for the  surrender  and
cancellation of such Options, new Options having Option Prices lower (or higher)
than the Option Price  provided in the Options so  surrendered  and canceled and
containing such other terms and conditions as the Board may deem appropriate.


                                   SECTION VII

              NONTRANSFERABILITY OF AWARDS; GOVERNMENT REGULATIONS

         7.1 Awards Not Transferable.  Options granted under this Plan shall not
be assignable or transferable  by the  Participant  other than by will or by the
laws of descent and distribution.  During the lifetime of a Participant, Options
may be exercised only by the Participant. Options exercisable after the death of
a Participant  may be exercised by the legatees,  personal  representatives,  or


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distributees of the Participant.  However, if an Option is originally granted to
a business entity such as a corporation, partnership, limited liability company,
or trust, then such Option shall be transferrable by the Participant.

         7.2  Government  Regulations.  This Plan,  the granting of Awards under
this Plan,  and the issuance or transfer of shares of Stock  (and/or the payment
of money) pursuant thereto are subject to all applicable Federal and state laws,
rules,  and  regulations  (including  without  limitation  the law,  rules,  and
regulations  of the Exchange  Act) and to such  approvals by any  regulatory  or
governmental  agency (including  without limitation "no action" positions of the
Securities and Exchange Commission) which may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Without limiting the
generality of the  foregoing,  no Awards may be granted under this Plan,  and no
shares of Stock shall be issued by the Company,  nor cash  payments  made by the
Company,  pursuant to or in connection with any such Award, unless and until, in
each such case,  all legal  requirements  applicable  to the issuance or payment
have,  in the opinion of counsel to the Company,  been complied with in full. In
connection with any Stock issuance or transfer,  the person  acquiring the Stock
shall, if requested by the Company,  give assurances  satisfactory to counsel to
the  company in respect of such  matters as the Company  may deem  desirable  to
assure compliance with all applicable legal requirements.  The Company shall not
be required to deliver any shares of Stock under the Plan prior to:

                  i. The admission of such shares to listing or for quotation on
         any stock  exchange or  automated  quotation  system on which shares of
         Stock may then be listed or quoted; and

                  ii. The completion and  effectiveness of such  registration or
         other  qualification  of such  shares  under any state or Federal  law,
         rule, or  regulation,  as the Board shall  determine to be necessary or
         advisable.


                                  SECTION VIII

                      RIGHTS UPON TERMINATION OF EMPLOYMENT

         In  the  event  that  a  Participant  ceases  to be an  employee  of or
consultant to the Company or any  subsidiary  for any reason other than death or
disability (within the meaning of Section 22(e)(3) of the Code or any substitute
therefore),  the Participant  shall have the right to exercise the Option during
its term or within such other period,  and subject to such terms and conditions,
as may be specified by the Board.


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                                   SECTION IX

                       DEATH OR DISABILITY OF PARTICIPANT

         If, prior to the end of the Option Period,  the Participant shall cease
to be employed by the Company or an Affiliate by reason of death or  disability,
each Option shall remain  exercisable  for a period of one year from the date of
cessation of  employment  to the extent that it was  exercisable  at the time of
cessation of employment,  or within such other period, and subject to such terms
and conditions, as may be specified by the Board. As used in this Section IX and
elsewhere  in this  Plan,  the term  "disability"  means a  physical  or  mental
impairment  sufficient to constitute a disability  within the meaning of Section
22(e)(3) of the Code.



                                    SECTION X

                   FORFEITURE UPON OCCURRENCE OF CERTAIN ACTS

         Notwithstanding  any other  provision  of this Plan,  no payment of any
Award shall be made, and all rights of the  Participant  who received such Award
(or his designated  beneficiary or legal representatives) to the payment thereof
under this Plan,  shall be forfeited if, prior to the time of such payment,  the
Participant (i) shall be employed  without the Company's or Affiliate's  consent
by a competitor of, or shall be engaged in any activity in competition with, the
Company or an Affiliate;  (ii)  divulges  without the consent of the Company any
secret or confidential  information  belonging to the Company or any subsidiary;
(iii) has engaged in fraud,  embezzlement,  theft,  commission  of a felony,  or
other dishonest  conduct in the course of his employment with the Company or any
subsidiary;  or (iv) has  committed  any act which,  in the sole judgment of the
Board, has been substantially detrimental to the interests of the Company or any
subsidiary.  The  Company  shall  give  a  Participant  written  notice  of  the
occurrence  of  any  such  event  prior  to  making  any  such  forfeiture.  The
determination  of the Board as to the occurrence of any of the events  specified
in the foregoing  clauses (i), (ii),  (iii), and (iv) of this Section X shall be
exclusive  and binding  upon all persons  for all  purposes.  Any Award shall be
subject to forfeiture for the reasons provided in this Section in such manner as
shall be provided by the Board.


                                   SECTION XI

                         STOCK ADJUSTMENTS UPON CHANGES

         11.1 In the event  that the shares of Stock  shall be  changed  into or
exchanged for a different number or kind of shares of Stock of the Company or of
shares of  another  corporation  (whether  by reason of  merger,  consolidation,
recapitalization,  reclassification,  stock  split,  combination  of shares,  or
otherwise),  or if the number of such shares of Stock shall be increased through
the payment of a stock dividend, then there shall be substituted for or added to
each share of Stock subject to, or which may become  subject to, an Option under
this Plan,  the number and kind of shares into which each  outstanding  share of
Stock shall be exchanged,  or to which each such share shall be entitled, as the
case may be.  Outstanding  Options  shall  also be  appropriately  amended as to
option  Price and other  terms as may be  necessary  to  reflect  the  foregoing


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events.  In the event there  shall be any other  change in the number or kind of
outstanding  shares of the Stock,  or of any shares into which such shares shall
have  been  changed,  or for  which the  Board  shall,  in its sole  discretion,
determine  that such  change  equitably  requires  an  adjustment  in any Option
theretofore  granted or which may be granted under this Plan,  such  adjustments
shall be made in accordance with such determination.

         Subject to any required action by the shareholders of the Company,  the
number of shares of Stock covered by each  outstanding  Option and the number of
shares of Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Stock covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued  shares of Stock  resulting
from a  stock  split  (forward  or  reverse),  stock  dividend,  combination  or
reclassification  of the Stock,  or any other increase or decrease in the number
of issued  shares of Stock  effected  without  receipt of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that respect shall be final,  binding,  and  conclusive.  Except as expressly
provided herein,  no issuance by the Company of shares of stock of any class, or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason thereof shall be made,  with respect to the number or price
of shares of Stock subject to an Option.

         11.2  Fractional  shares  resulting  from  any  adjustment  in  Options
pursuant  to this  Section XI may be settled in cash or  otherwise  as the Board
shall determine.  Notice of any adjustment shall be given by the Company to each
holder of an  Option  which  shall  have been so  adjusted  and such  adjustment
(whether or not such  notice is given)  shall be  effective  and binding for all
purposes of this Plan.

         11.3 The Board  shall  have the  power,  in the event of any  merger or
consolidation of the Company with or into any other  corporation,  or the merger
or consolidation of any other corporation with or into the Company,  or the sale
of all or  substantially  all of the  assets  of the  Company,  or an  offer  to
purchase  made by a party  other  than the  Company to all  shareholders  of the
Company for all or any substantial  portion of the  outstanding  Stock, to amend
all Outstanding  Options to permit the exercise of all such options prior to the
effectiveness  of any such merger,  consolidation,  or sale or the expiration of
any  such  offer  to  purchase  and  to  terminate   such  Options  as  of  such
effectiveness or expiration.

         11.4  In  making  the  adjustments  provided  for by this  Section  XI,
consideration  shall  be  given  to  applicable  tax  laws in  order  to avoid a
premature  lapse or  disqualifying  disposition  of an Option due solely to such
adjustment.


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                                   SECTION XII

             EFFECTIVE DATE, TERMINATION, AND AMENDMENT OF THE PLAN

         12.1 This Plan shall become effective on January 3, 2003, provided that
the  Company's  shareholders  shall have  adopted and  ratified  the Plan at the
Company's next occurring  Annual Meeting of  Shareholders or at a prior meeting.
Once  effective,  this Plan shall  terminate on December  31,  2012,  but Awards
theretofore  granted may extend beyond that date in accordance with their terms.
No Option  granted  pursuant  to this Plan may be  exercised  before the Plan is
approved by the  shareholders  of the  Company.  However,  Stock  issuances  for
services  rendered  to the  Company,  prior to  ratification  of the Plan by the
shareholders, shall be valid.

         12.2 The Board may,  insofar as  permitted by law from time to time and
at any time,  with  respect  to any  shares of Stock at the time not  subject to
Options, terminate, suspend, alter, amend, or discontinue this Plan, in whole or
in  part,  except  that  no  such  modification,   alteration,   amendment,   or
discontinuation shall, without the Participant's  consent,  impair the rights of
any Participant under any Award granted to such Participant except in accordance
with the provisions of this Plan and/or the Option  Agreement  applicable to any
such Award and except, further, that no modification,  alteration,  or amendment
shall, without the approval by the holders of a majority of the then-outstanding
voting stock of the Company  represented and entitled to vote at a shareholders'
meeting:

                  i.  Increase the total number of shares of Stock  reserved for
         the  purposes  of this Plan,  except as  provided in Section XI of this
         Plan;

                  ii.  Decrease the Option Price of any ISO to less than 100% of
         Fair Market Value on the date of grant of any Option;

                  iii. Decrease the Option Price of any NQSO to less than 75% of
         Fair Market Value on the date of grant of any Option; or

                  iv. Materially  increase the benefits accruing to Participants
         under this Plan.


                                  SECTION XIII

                                  MISCELLANEOUS

         13.1 No Rights to Continued  Employment  or Award.  This Plan does not,
directly  or  indirectly,  create any right for the  benefit of any  employee or
class of  employees  to  receive  any Awards  under this Plan,  or create in any
employee  or class of  employees  any right  with  respect  to  continuation  of
employment  by the  Company  or an  Affiliate,  and it shall  not be  deemed  to
interfere in any way with the Company's or an Affiliate's  right to terminate or
otherwise modify an employee's employment at any time.

         13.2 Failure to Comply with Terms and Conditions.  Notwithstanding  any
other  provision of this Plan,  no payment or delivery with respect to any Award
shall be made, and all rights of the Participant who receives such Award (or his
designated  beneficiary  or legal  representative)  to such  payment or delivery


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under this Plan shall be forfeited, at the discretion of the Board, if, prior to
the time of such payment or delivery,  the Participant breaches a restriction or
any of the terms, restrictions, and/or conditions of this Plan and/or Agreement.

         13.3 No  Prohibition  on  Corporate  Action.  No provision of this Plan
shall be  construed  to prevent the  Company or any officer or director  thereof
from  taking any  corporate  action  deemed by the  Company  or such  officer or
director to be appropriate  or in the Company's  best  interest,  whether or not
such  action  could have an adverse  effect on the Plan or any  options  granted
hereunder,  and no Participant or Participant's estate, personal representative,
or  beneficiary  shall have any claim  against  the  Company  or any  officer or
director thereof as a result of the taking of such action.

         13.4 Parties in Interest. The provisions of this Plan and the terms and
conditions of any Award shall,  in accordance with their terms, be binding upon,
and inure to the  benefit of, all  successors  of each  Participant,  including.
without limitation, such Participant's estate and the executors, administrators,
or trustees thereof, heirs and legatees, and any receiver.

         13.5  Designation  of  Beneficiary.  Each  Participant  may designate a
beneficiary or beneficiaries (on a form supplied by the Company) to exercise his
Award(s) in the event of his death, and may change such designation from time to
time and at any time prior to the death of such Participant.

         13.6 Non-Uniform  Determination.  The Board's  determinations under the
Plan  (including  without  limitation  determinations  of the persons to receive
Awards, the form, amount, and timing of such Awards, the terms and provisions of
such Awards, and the agreements  evidencing same) need not be uniform and may be
made selectively among persons who receive,  or are eligible to receive,  Awards
under the Plan whether or not such persons are similarly situated.

         13.7 Use of  Proceeds.  The  proceeds  received by the Company from the
exercise  of any  Option  issued  pursuant  to the Plan or from the grant of any
other Award under the Plan shall be used for the general  corporate  purposes of
the Company.

         13.8 Governing Law. All questions pertaining to construction, validity,
and effect of the  provisions  of under this Plan and the rights of all  persons
hereunder  shall be governed by and construed in accordance with the laws of the
State of Nevada, without consideration of conflict of laws principles.

         13.9     Other Provisions.

                  A. No  Participant  or other  person shall have any right with
respect to the Plan,  the Stock  reserved for issuance under the Plan, or in any
Award,  contingent or otherwise,  until written evidence of the Award shall have
been delivered to the recipient and all the terms, conditions, and provisions of
the Plan and the Award  applicable to such recipient  (and each person  claiming
under or through him) have been met.


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                  B. To the  extent  that  Rule  16b-3  under the  Exchange  Act
applies to Awards  granted under this Plan, it is the intent of the Company that
the Plan comply in all respects with the  requirements  of Rule 16b-3,  that any
ambiguities or  inconsistencies  in  construction  of the Plan be interpreted to
give effect to such  intention,  and that if any  provision of the Plan is found
not to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit the plan to comply with Rule 16b-3.

                  C. The Plan  shall  be  unfunded.  The  Company  shall  not be
required  to  establish  any  special  or  separate  fund or to make  any  other
segregation  of assets to assure the  payment of any Award  under the Plan,  and
rights to the  payment  of Awards  shall be no  greater  than the  rights of the
Company's general creditors.

                  D. By  accepting  any Award or other  benefit  under the Plan,
each  Participant  and each  person  claiming  under  or  through  him  shall be
conclusively  deemed to have indicated his acceptance and  ratification  of, and
consent to, any action taken under the Plan by the Company or the Board.

                  E. The  adoption  of the Plan shall not affect any other stock
option,  compensation,  or  inceptive  plan in  effect  for the  Company  or any
Affiliate and the Plan shall not preclude the Board from  establishing any other
forms  of  incentive  or  compensation  for  employees  of  the  Company  or any
Affiliate.

                  F. The  masculine  pronoun  shall  include  the  feminine  and
neuter,  and the  singular  shall  include  the  plural,  where the  context  so
indicates.



                                   SECTION XIV

                                 INDEMNIFICATION

         With  respect to the  administration  of the Plan,  the  Company  shall
indemnify each present and future member of the Board  against,  and each member
of  the  Board   shall  be  entitled   without   further  act  on  his  part  to
indemnification  from the Company  for, all  expenses  (including  the amount of
judgments  and  the  amount  of  approved  settlements  made  with a view to the
curtailment  of costs of  litigation,  other than  amounts  paid to the  Company
itself)  reasonably  incurred by him in  connection  with or arising out of, any
action,  suit,  or proceeding in which he may be involved by reason of his being
or having been a member of the Board,  whether or not he  continues to be such a
member of the Board at the time of incurring such expenses;  provided,  however,
that such indemnity  shall not include any expenses  incurred by any such member
of the Board (i) in respect of matters as to which he shall be finally  adjudged
in any such action,  suit, or proceeding to have been guilty of gross negligence
or  willful  misconduct  in the  performance  of his duty as such  member of the
Board;  or (ii) in respect of any matter in which any settlement is effected for
an amount in excess of the amount  approved  by the Company on the advice of its
legal counsel;  and provided further that no right of indemnification  under the


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provisions  set forth herein shall be  available to or  enforceable  by any such
member of the Board unless within 60 days after  institution of any such action,
suit, or proceeding he shall have offered the Company in writing the opportunity
to  handle  and  defend  same  at  its  own  expense.  The  foregoing  right  of
indemnification  shall  inure  to  the  benefit  of  the  heirs,  executors,  or
administrators  of each such member of the Board and shall be in addition to all
other  rights to which such  member of the Board may be  entitled as a matter of
law, contract, or otherwise.



                                   SECTION XV

                                 TAX WITHHOLDING

         The  Company  shall  have  the  right  to  withhold  from  amounts  due
Participants  or to collect  from  Participants  directly,  the amount which the
Company deems  necessary to satisfy any taxes  required by law to be withheld at
any time by  reason  of  participation  in the Plan and the  obligations  of the
Company  under the Plan  shall be  conditional  on payment  of such  taxes.  The
Participant  may,  prior to the due date of any taxes,  pay such  amounts to the
Company in cash or,  with the  consent of the Board,  in shares of Stock  (which
shall be valued at their Fair Market Value on the date of payment).  There is no
obligation  under this Plan that any  Participant be advised of the existence of
the tax or the amount required to be withheld.  Without  limiting the generality
of the foregoing, in any case where the Company determines that a tax is or will
be required to be withheld in connection with the issuance or transfer of shares
of Stock under this Plan,  the Company may,  pursuant to such rules as the Board
may  establish,  reduce  the  number  of such  shares  of  Stock  so  issued  or
transferred by such number of shares as the Company may deem appropriate, in its
sole discretion,  to accomplish such withholding or make such other arrangements
as it deems satisfactory.  Notwithstanding any other provision of this Plan, the
Board may impose such conditions on the payment of any withholding obligation as
may be  required  to  satisfy  applicable  regulatory  requirements,  including,
without limitation, Rule 16b-3 (or successor provision) under the Exchange Act.

         TO  RECORD  the  adoption  of this  Plan,  the Board  has  caused  this
instrument to be executed on this 9th day of June, 2003.

                                           ENDO NETWORKS, INC.,
                                           a Nevada corporation

                                           By:  /s/ Peter B. Day
                                               ---------------------------------
                                                 Peter B. Day, President

                                           By: /s/ Peter B. Day
                                               ---------------------------------
                                                 Peter B. Day, Treasurer

                                           By: /s/ Peter B. Day
                                               ---------------------------------
                                                 Peter B. Day, Secretary



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<PAGE>

EXHIBIT (2) (3)

                        T. ALAN OWEN & ASSOCIATES, P. C.
                                Attorneys at Law
                              One Arlington Centre
                             1112 East Copeland Road
                                    Suite 420
                             Arlington, Texas 76011
TELEPHONE                                                          TELEFAX
(817) 460-4498                                                    (817) 795-0154
(817) 461-6079 -- Metro
                                  June 9, 2003


The Board of Directors
Endo Networks, Inc.
2624 Dunwin Drive, Unit #3
Mississauga, Ontario L5L 3TS
Canada

         RE:  Endo Networks, Inc. Employee Benefit and Stock Option Plan

Gentlemen:

         I have acted as counsel  to Endo  Networks,  Inc.  (the  "Company")  in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission  under the  Securities  Act of 1933,  as amended,  of a  registration
statement on Form S-8 (the "Registration  Statement")  relating to the offer and
sale by the Company of up to 1,250,000  shares (the  "Shares") of the  Company's
$0.001 par value Common  Stock,  pursuant to the Endo  Networks,  Inc.  Employee
Benefit and Stock Option Plan (the "Plan") dated June 9, 2003.

         As counsel to the Company, I have supervised all corporate  proceedings
in connection with the preparation and filing of the Registration  Statement.  I
have also examined the Company's  Certificate of  Incorporation  and Bylaws,  as
amended to date, the corporate  minutes and other  proceedings,  and the records
relating to the authorization,  sale, and issuance of the Shares, and such other
documents and matters of law as I deemed  necessary or  appropriate  in order to
render this opinion.

         Based upon the  foregoing,  it is my opinion  that each of the  Shares,
when issued in accordance  with the terms and  conditions  of the Plan,  will be
duly  authorized,  legally and validly issued and  outstanding,  fully paid, and
nonassessable.

         I  hereby  consent  to the  use of  this  opinion  in the  Registration
Statement.

                                                   Sincerely,


                                                   /s/  T. Alan Owen
                                                   -----------------
                                                        T. Alan Owen

TAO/jac

Endo Networks-Form S-8 Opin L2 (M-3)


<PAGE>


EXHIBIT 4


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Peter B. Day as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

                                      ENDO NETWORKS, INC.,
                                      a Nevada corporation

                                      /s/  Peter B. Day
                                      ------------------------------------------
                                           Peter B. Day, President and Secretary
                                           Date: June 9, 2003
STATE OF _________________ )
                           )
COUNTY OF _______________  )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Peter B. Day,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9th day of June, 2003.


                                      ------------------------------------------
                                      Notary Public in and for
                                                              ------------------
My Commission Expires:

-----------------------
[{"type": "S-8", "sequence": "1", "filename": "endos8on61603.txt", "description": "ENDO NETWORKS INC. 6/16/03", "secsgml_size_bytes": 65370}]
{"company-data": {"conformed-name": "ENDO NETWORKS INC", "cik": "0001120096", "assigned-sic": "6163", "irs-number": "752882833", "state-of-incorporation": "TX", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106168", "film-number": "03745875"}, "business-address": {"street1": "2624 DUNWIN DR.", "street2": "UNIT #3", "city": "MISSISSAUGA", "state": "A6", "zip": "L5L3T5", "phone": "4168230220"}, "mail-address": {"street1": "2624 DUNWIN DRIVE", "street2": "UNIT #3", "city": "MISSISSAUGA", "state": "A6", "zip": "L5L3T5"}, "former-company": {"former-conformed-name": "DISCOUNT MORTGAGE SOURCE INC", "date-changed": "20000724"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          COMMISSION FILE NO. 333-42640

                               ENDO NETWORKS, INC.
                               -------------------
             (Exact name of registrant as specified in its charter)

           Nevada                                               75-2882833
--------------------------------                            --------------------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                              Identification No.)

   2624 Dunwin Drive, Unit #3, Mississauga, Ontario, Canada         L5L 3T5
---------------------------------------------------------------    ----------
     (Address of Principal Executive Offices)                      (Zip Code)

           ENDO NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN
           ----------------------------------------------------------
                            (Full title of the plan)

                                  Peter B. Day
                               Endo Networks, Inc.
                           2624 Dunwin Drive, Unit #3
                      Mississauga, Ontario, Canada L5L 3T5
                      -------------------------------------
                     (Name and address of agent for service)

                                 (905) 820-8800
                                ----------------
         (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed          Proposed
  Title of           Amount        maximum           maximum         Amount of
securities to        to be       offering price      aggregate      registration
be registered      registered      per unit       offering price       fee
---------------    ----------    --------------   --------------    ------------
Common Stock        1,250,000      Published        Published        $41.67(1)
$0.001Par Value     Shares         Bid Price        Bid Price
                                   $0.11(2)         $137,500

Notes to Table:
--------------

(1)  1,250,000 shares x $0.11 (Bid Price) = $137,500
     $137,500 x 1% x 1/33 = $41.67

(2)  Estimated  solely for the purpose of calculating the registration fee based
     on the  bid  price  of  the  Common  Stock  of the  Company  on the  NASDAQ
     Over-The-Counter Bulletin Board Exchange on June 9, 2003.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a)      The Form SB-1 of the Company filed on July 30, 2000,  and last
                  amended on October 20, 2000.

         (b)      The Annual Report on Form 10-KSB of the Company for the period
                  ending September 30, 2001.

         (c)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending December 31, 2001.

         (d)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending March 31, 2002.

         (e)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending June 30, 2002.

         (f)      The Annual Report on Form 10-KSB of the Company for the period
                  ending September 30, 2002.

         (g)      The  Quarterly  Report on Form  10-QSB of the  Company for the
                  period ending December 31, 2002.

         (h)      The  Quarterly  Report on Form 10-QSB and Form 10-QSB/A of the
                  Company for the period ending March 31, 2003.

         (i)      All reports or other documents filed  pursuant to Sections 13,
                  14, and 15(d) of  the  Securities  Exchange  Act of  1934,  as
                  amended (the "Exchange  Act")  subsequent to  the date of  the
                  Registration  Statement,  in each  case filed  by the  Company
                  prior to the  termination  of  the offering of  the securities
                  offered hereby, shall be deemed to be a  part hereof from  the
                  date  of  the  filing  of  such  reports  and  documents.  Any
                  statement contained in a document  incorporated  or deemed  to
                  be  incorporated  herein  by  reference  shall be deemed to be
                  modified or superseded  for the purposes of  this Registration
                  Statement to  the extent that a statement contained  herein or
                  in  any other subsequently  filed document,  which also  is or
                  is deemed to  be incorporated  herein  by reference,  modifies
                  or  supersedes such  statement.  Any statement so  modified or
                  superseded  shall  not be deemed,  except  as so  modified  or
                  superseded,  to  constitute  a  part  of   this   Registration
                  Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         No answer to this item is required  because the class of  securities to
be offered is registered under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The  Company's  Bylaws  limit the  liability  of its  directors  to the
maximum  extent  permitted by Nevada law. Thus, the directors of the Company are
not personally  liable for monetary damages for any action taken, or any failure
to take any action,  unless the  director  has breached or failed to perform the
duties  of  his  office  and  the  breach  or  failure  to  perform  constitutes
self-dealing,  willful  misconduct,  or  recklessness.  Such limitation does not
apply to any  responsibility  of  liability  pursuant  to  criminal  statute  or
liability for the payment of taxes pursuant to local,  state, or federal law. In
addition,  the  Company's  Bylaws  authorize  the Company to maintain  liability
insurance for its directors and officers.

                                       2
At  present,  there is no pending  litigation  or  proceeding,  and the
Company is not aware of any threatened  litigation or proceeding,  involving any
director,  officer, employee, or agent where indemnification will be required or
permitted under the Company's Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         No answer to this item is required  because  no  restricted  securities
are to be re-offered or resold pursuant to this Registration Statement.

ITEM 8.  EXHIBITS.

         (1)    Endo Networks, Inc. Employee Benefit and Stock Option Plan.

         (2)    Opinion of T. Alan Owen & Associates, P.C.

         (3)    Consent of T. Alan Owen & Associates, P.C.  (included in opinion
                letter filed as Exhibit 2)

         (4)   Power of Attorney (see page 5 of this Registration Statement)

ITEM 9.  UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  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;

         (b) that for purposes of determining  any liability under the Act, 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 offer thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of  determining  any liability  under the Act,  each filing of the  registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing or an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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.

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

                                       3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Mississauga, Ontario, Canada.

                              ENDO NETWORKS, INC.,
                              a Nevada corporation

By:  /s/ Peter B. Day
     -------------------------------------
     Peter B. Day, President and Secretary
     June 9, 2003

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Peter B. Day as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

                                      ENDO NETWORKS, INC.,
                                      a Nevada corporation

                                      /s/  Peter B. Day
                                      ------------------------------------------
                                           Peter B. Day, President and Secretary
                                           Date: June 9, 2003
STATE OF _________________ )
                           )
COUNTY OF _______________  )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Peter B. Day,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9th day of June, 2003.

                                      ------------------------------------------
                                      Notary Public in and for
                                                              ------------------
My Commission Expires:

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

                                       4
EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)

EXHIBIT NO.                    EXHIBIT
-----------                    -------

       (1)       ENDO NETWORKS, INC. EMPLOYEE BENEFIT AND STOCK OPTION PLAN.

       (2)       Opinion of T. Alan Owen & Associates, P.C., Attorneys at Law.

       (3)       Consent of T. Alan Owen & Associates, P.C. (included in opinion
                 letter filed as Exhibit 2)

       (4)       Power of Attorney

                                       5
EXHIBIT (1)

                      ENDO NETWORKS, INC. EMPLOYEE BENEFIT
                              AND STOCK OPTION PLAN

                                    SECTION I

                                     PURPOSE

         1.1 This  Employee  Benefit  and  Stock  Option  Plan (the  "Plan")  is
intended  to provide a means for the  granting  of awards  (with each such award
being referred to as an "Award") of stock and/or  options to selected  employees
of and  consultants  to ENDO  NETWORKS,  INC.  (the  "Company")  and such of its
domestic  or  foreign,  present  or  future,  affiliated  companies  as shall be
designated  from time to time by the Company's  Board of Directors (the "Board")
(each such employee or consultant,  upon receipt of an Award, shall be deemed to
be a  "Participant"  in the  Plan).  This  Plan  is  designed  to:  (a)  provide
incentives and rewards to those employees who are in a position to contribute to
the long term growth and  profitability  of the Company;  (b) assist the Company
and such  affiliated  companies  (the  "Affiliates")  to  attract,  retain,  and
motivate  personnel  with  experience  and ability;  and (c) make the  Company's
compensation  program more competitive with those of other major employers.  The
Company  expects  that by  providing  such Awards it will benefit from the added
interest which such personnel will have in the success of the Company and/or the
Affiliates as a result of their proprietary interest.

         1.2 For purposes of this Plan, an Affiliate  shall mean any corporation
defined as a subsidiary  corporation  under Section  424(f) of the United States
Internal Revenue Code of l986 (the "Code").

                                   SECTION II

                                 ADMINISTRATION

         2.1 This  Plan  shall be  administered  by the  Board.  Subject  to the
express  provisions of this Plan, the Board shall have full power and authority,
in its  discretion,  to grant  Awards;  to  determine  to whom and the time when
Awards will be granted;  to designate Awards as payment for services rendered to
the Company,  incentive  stock options,  nonqualified  stock  options,  or stock
appreciation rights; to determine the purchase price of the common stock covered
by each  option  and the  term  of each  option;  to  determine  the  terms  and
provisions of the option agreements  (which need not be identical)  entered into
in connection  with Awards under this Plan; to interpret this Plan; to supervise
the  administration  of this Plan;  to prescribe,  amend,  and rescind rules and
regulations  relating to this Plan; and to make all other proper  determinations
and take any other action deemed  necessary or desirable to the proper operation
or  administration  of this Plan.  The Board may authorize such of the Company's
officers  or other  persons  to  perform  such  functions  with  respect  to the
execution and administration of this Plan (other than the interpretation of this
Plan and the adoption of rules  governing its execution and  administration)  as
the Board shall determine from time to time.

ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 1
-----------------------------
2.2 All decisions made by the Board pursuant to the powers vested in it
by this Plan  document  shall be final and  binding  on all  persons  (including
Participants, the Company, and any shareholder and/or employee of the Company or
an  Affiliate).  No  member  of the  Board  shall be  liable  for any  action or
determination  made in good faith with respect to this Plan or any Award granted
under it.

         2.3 Neither the Board,  the  Company,  nor any officers or employees of
the  Company  shall  have  any  duty  to  advise   Participants  of  any  rules,
interpretations,  or  determinations by the Board, and each Participant shall be
bound by such  rules,  interpretations,  or  determinations  upon  communication
thereof to such Participant, effective as of such date (prior to, subsequent to,
or concurrent with such communication) that each such rule,  interpretation,  or
determination shall have been intended to be effective by the Board.

                                   SECTION III

                               SCOPE AND DURATION

         3.1  Awards  under  this  Plan  may be  granted  in the  form of  stock
issuances,  incentive  stock  options (the "ISOs") as provided in Section 422 of
the Code, or in the form of nonqualified stock options (the "NQSOs").

         3.2 The total  number of shares  of common  stock of the  Company  (the
"Stock") as to which stock  issuances or Options may be granted  under this Plan
shall be 1,250,000,  subject to adjustment as provided in Section XI hereof. The
total  number  of shares of Stock  which  may be  awarded  under the Plan to any
single Participant in any one fiscal year shall not exceed ten per cent (10%) of
the total  shares of Stock  allotted to the Plan.  The total number of shares of
Stock which may be awarded  under the Plan to all  Participants  in aggregate in
any one fiscal year shall not exceed  thirty per cent (30%) of the total  shares
of Stock  allotted to the Plan.  Issuance of Stock for services  rendered to the
Company or upon exercise of an Option shall reduce the total number of shares of
Stock available  under this Plan.  There shall not be counted against this total
any shares of Stock covered by an Option that has lapsed unexercised or has been
forfeited as hereinafter provided.

         3.3 Subject to adjustments provided for in Section XI hereof, shares of
Stock  as to which  issuances  may be made or  Options  under  this  Plan may be
granted may be made available by the Company from authorized but unissued shares
of Stock or from shares reacquired by the Company (including shares purchased in
the open market).

ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 2
-----------------------------
SECTION IV

                               ELIGIBLE EMPLOYEES

         The persons who shall be  eligible  to receive  Awards  under this Plan
shall be  limited to such  employees  or  consultants  (including  officers  and
directors who are employees) of the Company or an Affiliate,  without limitation
as to  length  of  service,  who  are  from  time to time  recommended  to,  and
authorized  by, the Board for  Awards  under this  Plan.  The  directors  of the
Company  shall not be  eligible to  participate  in the Plan as  directors,  but
directors otherwise qualified shall be eligible to participate.  An employee who
has been  granted an Option  hereunder  may be granted an  additional  Option or
Options, if the Board shall so determine.

                                    SECTION V

                                 GRANTING AWARDS

         5.1 Subject to the limitations of this Plan, the Board, at any time and
from time to time, and after such  consultation  with and  consideration  of the
recommendations  of management as the Board deems  desirable,  shall select from
the eligible employees and/or consultants those persons to be granted Awards and
determine  the time when each award  shall be  granted,  the number of shares of
Stock to be subject to an  issuance  or an Option and the terms and  conditions,
consistent  with this Plan, upon which Stock issuances are to be made or Options
are  to be  awarded.  The  Board  shall  make  Awards  to the  employees  and/or
consultants  so  selected  for the number of shares of Stock or Options and upon
the terms and conditions so  determined.  No Stock or Options shall be issued or
distributed under this Plan unless and until all legal  requirements  applicable
to the issuance or transfer of such Options and/or Stock have been complied with
to the satisfaction of the Board.

         5.2 No Awards shall be granted under this Plan after its termination on
December 31,  2012,  but Awards  granted  prior to such  termination  may extend
beyond  that date,  and the terms of this Plan shall  continue  to apply to such
Awards.

                                   SECTION VI

                         TERMS AND CONDITIONS OF OPTION

         6.1 General. Each Option granted pursuant to this Plan shall be subject
to all of the terms and conditions  hereinafter provided in this Section VI, all
other terms and conditions as may be provided in any other Section of this Plan,
and such  other  terms and  conditions  ("Discretionary  Conditions")  as may be
specified by the Board with respect to the Option and the Stock covered  thereby
at the time of the making of the Award or as may be specified  thereafter by the
Board in the  exercise  of its  powers  under this Plan.  Without  limiting  the
foregoing,  it is  understood  that the Board may,  at any time and from time to
time after the  granting of an Award under this Plan,  specify  such  additional

ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 3
-----------------------------
terms and  conditions  with respect to such Award as maybe  deemed  necessary or
appropriate  to  ensure   compliance  with  any  and  all  applicable  laws  and
regulations,  including, but not limited to, terms and conditions for compliance
with Federal and state securities laws,  methods of withholding or providing for
the payment of required  taxes,  and approvals by any  governmental  agencies or
national securities  exchanges as maybe required.  The terms and conditions with
respect to any Award, or with respect to any Award to any Participant,  need not
be  identical  with the terms and  conditions  with respect to any Award to that
Participant or to any other Participant.

         6.2  Option  Agreement.  Receipt  of an  Option  shall  be  subject  to
execution of a written  agreement (the "Option  Agreement")  between the Company
and the Participant,  in a form approved by the Board, which shall set forth the
number of Options  Awarded,  the number of shares of Stock that may be purchased
pursuant to such Options,  the applicable  Option Price (as defined  herein) and
such  other  terms  and  conditions  provided  in  this  Plan  as may be  deemed
appropriate  by the Board,  including,  but not  limited  to, any  Discretionary
Conditions.  The  Option  Agreement  shall be  subject  to,  and shall be deemed
amended to include,  such additional  Discretionary  Conditions as the Board may
thereafter  specify  in the  exercise  of its powers  under  this Plan.  A fully
executed original  counterpart of such Option Agreement shall be provided to the
Company and the  Participant.  Each Option  Agreement shall identify the Options
represented thereby as ISOs or NQSOs.

         6.3  Option  Price.  The  purchase  price of the Stock  covered by each
Option shall be determined by the Board,  but in no event shall the Option Price
of ISOs be less than 100% of the Fair Market Value of such Stock on the date the
Option is granted,  nor shall the Option  Price of NQSOs be less than 75% of the
Fair  Market  Value of such  Stock on the date the Option is  granted.  For this
purpose,  "Fair  Market  Value" of a share shall be the  closing  "Bid" price as
reported  in the  Wall  Street  Journal  (or if not so  reported,  as  otherwise
reported by the National  Association of Securities Dealers Automated  Quotation
(NASDAQ)  system,  on the applicable date (the  "Valuation  Date") if the shares
were traded on a stock exchange on the Valuation Date; if the shares were not so
traded,  Fair  Market  Value  shall  be the  mean of  closing  Bid  price on the
Valuation  Date.  If there were no sales or reported Bid prices on the Valuation
Date, the Board shall determine the Fair Market Value as of the last trading day
preceding the  Valuation  Date for which there was a sale or reported Bid prices
or if no such  prices  are  available,  then such other  appropriate  method for
determining fair market value.

         6.4      Term of Option.

                  A. The duration of each Option  granted  under this Plan shall
be for not  more  than 10  years  from the date of  grant,  as the  Board  shall
determine,  subject to earlier termination as provided in Sections VIII, IX, and
X hereof.  The Board may, in its discretion,  extend the period within which any
particular  Option  may be  exercised  beyond  the  expiration  date  originally
provided in said Option  even if any such  extension  may cause an ISO to become
treated as a NQSO.  However,  no Option shall,  in any event, be exercised after
the expiration of the full term of the Option as may be specified in the Option.

ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 4
-----------------------------
B. Subject to the  provisions  of this Plan,  an Option may be
exercised,  at any time or from time to time  (subject,  in the case of ISOs, to
such  restrictions as may be imposed from time to time by the Code), as and when
determined by the Board by giving  written notice to the Company of the exercise
of the Option.  Except as provided in Sections VIII and IX hereof, no Option may
be exercised  at any time unless the  Participant  is then a consultant  to or a
regular  full-time  employee  of the Company or an  Affiliate.  To the extent an
Option  is not  exercised  within  its  term,  the  Option  shall  automatically
terminate at the end of such term.  Notwithstanding  the  foregoing  provisions,
failure to exercise an ISO within the periods of time prescribed  under Sections
421  and 422 of the  Code  shall  cause  an ISO to  cease  to be  treated  as an
"Incentive  Stock  Option" for the  purposes of Section 422 of the Code.  In the
Option  Agreement or after an Option is granted the Board may, on such terms and
conditions  as it  may  determine  to be  appropriate  and  notwithstanding  the
provisions of this  paragraph  6.4B,  extend the time at which the Option or any
portion thereof may be exercised.

                  C. The  Option  Price for the  shares as to which an Option is
exercised  shall  be paid to the  Company  in full on the  date of  exercise.  A
Participant shall pay for such shares of Stock (i) in cash, (ii) by certified or
cashier's check payable to the order of the Company, or (iii) by such other mode
of  payment  as the Board may  approve,  including  payment  through a broker in
accordance  with  procedures  permitted by  Regulation T of the Federal  Reserve
Board.  Furthermore,  the Board may provide in an Option  Agreement that payment
may be made in whole or in part in  shares  of  Stock  held by the  Participant,
unless otherwise provided in the Option Agreement,  for more than six months (or
such shorter period of time as shall not, in the Board's sole  discretion,  have
an adverse effect on the Company's  financial  statements),  provided,  however,
that the Option Price may not be paid for with shares of Stock if such method of
payment would result in liability under Section 16(b) of the Exchange Act to the
Participant. If payment is made in whole or in part in shares of Stock, then the
Participant shall deliver to the Company certificates owned by such Participant,
free of all liens,  claims, and encumbrances of every kind and have an aggregate
Fair  Market  Value  on the  date of  delivery  that is at least as great as the
Option Price of the shares of Stock (or relevant  portion  thereof) with respect
to which such Option is to be exercised by payment in shares of Stock,  endorsed
in  blank  or  accompanied  by  stock  powers  duly  endorsed  in  blank  by the
Participant. In the event that certificates for shares of Stock delivered to the
Company  represent a number of shares of Stock in excess of the number of shares
of Stock  required to make  payment for the Option  Price of the shares of Stock
(or  relevant  portion  thereof)  with  respect  to which  such  Option is to be
exercised  by payment in shares of Stock,  the stock  certificate  issued to the
Participant  shall represent (i) the shares of Stock in respect of which payment
is made,  and (ii) such excess  number of shares of Stock.  Notwithstanding  the
foregoing,  the  Board  may  impose  from  time to  time  such  limitations  and
prohibitions  on the use of  shares of Stock to  exercise  an Option as it deems
appropriate.  Stock  acquired by the  Participant  which is identified as having
been  obtained  through an ISO under this Plan and still  subject to ISO holding
requirements  as defined  in Section  422 of the Code,  may not be  tendered  in
payment of the Option Price.

         6.5 Date of Grant.  The date on which an Award  shall be deemed to have
been granted under this Plan shall be the date of the Board's  authorization  of
the Award or such later date as may be  determined  by the Board at the time the
Award  is  authorized.  Notice  of the  determination  shall  be  given  to each

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Participant  to whom an Award is so granted  within a reasonable  time after the
date of such grant.

         6.6 Rights as a Shareholder.  No  Participant  shall have any rights to
dividends  or other  rights of a  shareholder  with  respect  to shares of Stock
subject to an Option until the  Participant  has given notice of exercise of the
Option,  has paid in full the  Option  Price for such  shares of Stock,  and has
otherwise  complied  with this Plan,  the Option  Agreement,  and such rules and
regulations as may be established by the Board.

         6.7      Incentive Stock Options.

                  A. In the case of an ISO, each Option  Agreement shall contain
such other terms,  conditions,  and provisions as the Board determines necessary
or desirable in order to qualify such Option as a tax favored option (within the
meaning of Section 422 of the Code or any  amendment  or  substitute  thereto or
regulation  thereunder)  including  without  limitation,  each of the following,
except that any of these provisions maybe omitted or modified if it is no longer
required in order to have an option  qualify as a tax-favored  option within the
meaning of Section 422 of the Code or any substitute therefor:

                           i. The Option must be expressly  designated as an ISO
by the Board and in the Option Agreement; and

                           ii. The aggregate fair market value (determined as of
the date the Option is  granted)  of the  shares of Stock with  respect to which
ISOs are  first  exercisable  under  the terms of the  Option  Agreement  by any
Participant  during any calendar year (under all plans of the Company) shall not
exceed $100,000.

                  B. ISOs  shall also  comply  with any other  restrictions  and
limitations  imposed by Section  422 of the Code not  otherwise  provided in the
Plan.

                  C. In the event of amendments to the Code or applicable  rules
or  regulations  relating to ISOs awarded  subsequent  to the date  hereof,  the
Company  may  amend  the  provisions  of  this  Plan  and  the  Company  and the
Participants  holding ISOs may agree to amend  outstanding  Option Agreements to
conform to such amendments.

         6.8 Substitute Options. Options may be granted under the Plan from time
to  time  in  substitution   for  stock  options  held  by  employees  of  other
corporations  who are about to become and who do concurrently  with the grant of
such Options  become  employees of the Company or a subsidiary  as a result of a
merger or  consolidation  of the  employing  corporation  with the  Company or a
subsidiary,  or the  acquisition by the Company or a subsidiary of the assets of
the employing corporation,  or the acquisition by the Company or a subsidiary of
stock of the employing  corporation.  The terms and conditions of the substitute
Options  so  granted  may vary from the terms and  conditions  set forth in this
Section VI of the Plan to such extent as the Board at the time of grant may deem
appropriate  to conform,  in whole or in part,  to the  provisions  of the stock
options in substitution for which they are granted.

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6.9      Investment Purpose.

                  A.  Each  Option  under  this  Plan  shall be  granted  on the
condition  that  the  purchases  of  shares  of  Stock  hereunder  shall  be for
investment purposes,  and not with a view toward resale or distribution,  except
that in the event that  Stock  subject to such  Option is  registered  under the
Securities  Act of l933,  as amended,  or in the event of a resale of such Stock
without registration  thereunder would otherwise be permissible,  such condition
shall be inoperative if in the opinion of counsel for the Company such condition
is not required under the Securities  Act of l933 or any other  applicable  law,
regulation, or rule of any governmental agency.

                  B. The Board may  require  each  person  purchasing  shares of
Stock  pursuant  to  exercise  of an Option to  represent  to and agree with the
Company in  writing  that such  shares are being  acquired  for  investment  and
without a view to distribution  thereof. The certificates for shares of Stock so
purchased  may include any legend which the Board deems  appropriate  to reflect
any restriction on transfer. The Board also may impose, in its discretion,  as a
condition of any Option,  any restrictions on the  transferability  of shares of
Stock acquired  through the exercise of such Option as it may deem fit.  Without
limiting  the  generality  of the  foregoing,  the Board may  impose  conditions
restricting  absolutely the  transferability of shares of Stock acquired through
the  exercise  of  Options  for such  periods  as the Board may  determine  and,
further, in the event a Participant's  employment by the Company or an Affiliate
terminates during the period in which such shares of Stock are  nontransferable,
the Participant may be required, if required by the related Option Agreement, to
sell such Stock back to the Company at such price and on such other terms as the
Board may have specified in the Option Agreement.

                  C. A  Participant  shall give prompt  notice to the Company of
any  disposition  of shares of Stock  acquired  upon  exercise of an ISO if such
disposition  occurs within either two (2)years after grant or one (1) year after
receipt of such shares by the Participant.

         6.10 Replacement Options.  The Board, in its absolute  discretion,  may
grant to holders of  outstanding  Options,  in exchange  for the  surrender  and
cancellation of such Options, new Options having Option Prices lower (or higher)
than the Option Price  provided in the Options so  surrendered  and canceled and
containing such other terms and conditions as the Board may deem appropriate.

                                   SECTION VII

              NONTRANSFERABILITY OF AWARDS; GOVERNMENT REGULATIONS

         7.1 Awards Not Transferable.  Options granted under this Plan shall not
be assignable or transferable  by the  Participant  other than by will or by the
laws of descent and distribution.  During the lifetime of a Participant, Options
may be exercised only by the Participant. Options exercisable after the death of
a Participant  may be exercised by the legatees,  personal  representatives,  or

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distributees of the Participant.  However, if an Option is originally granted to
a business entity such as a corporation, partnership, limited liability company,
or trust, then such Option shall be transferrable by the Participant.

         7.2  Government  Regulations.  This Plan,  the granting of Awards under
this Plan,  and the issuance or transfer of shares of Stock  (and/or the payment
of money) pursuant thereto are subject to all applicable Federal and state laws,
rules,  and  regulations  (including  without  limitation  the law,  rules,  and
regulations  of the Exchange  Act) and to such  approvals by any  regulatory  or
governmental  agency (including  without limitation "no action" positions of the
Securities and Exchange Commission) which may, in the opinion of counsel for the
Company, be necessary or advisable in connection therewith. Without limiting the
generality of the  foregoing,  no Awards may be granted under this Plan,  and no
shares of Stock shall be issued by the Company,  nor cash  payments  made by the
Company,  pursuant to or in connection with any such Award, unless and until, in
each such case,  all legal  requirements  applicable  to the issuance or payment
have,  in the opinion of counsel to the Company,  been complied with in full. In
connection with any Stock issuance or transfer,  the person  acquiring the Stock
shall, if requested by the Company,  give assurances  satisfactory to counsel to
the  company in respect of such  matters as the Company  may deem  desirable  to
assure compliance with all applicable legal requirements.  The Company shall not
be required to deliver any shares of Stock under the Plan prior to:

                  i. The admission of such shares to listing or for quotation on
         any stock  exchange or  automated  quotation  system on which shares of
         Stock may then be listed or quoted; and

                  ii. The completion and  effectiveness of such  registration or
         other  qualification  of such  shares  under any state or Federal  law,
         rule, or  regulation,  as the Board shall  determine to be necessary or
         advisable.

                                  SECTION VIII

                      RIGHTS UPON TERMINATION OF EMPLOYMENT

         In  the  event  that  a  Participant  ceases  to be an  employee  of or
consultant to the Company or any  subsidiary  for any reason other than death or
disability (within the meaning of Section 22(e)(3) of the Code or any substitute
therefore),  the Participant  shall have the right to exercise the Option during
its term or within such other period,  and subject to such terms and conditions,
as may be specified by the Board.

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SECTION IX

                       DEATH OR DISABILITY OF PARTICIPANT

         If, prior to the end of the Option Period,  the Participant shall cease
to be employed by the Company or an Affiliate by reason of death or  disability,
each Option shall remain  exercisable  for a period of one year from the date of
cessation of  employment  to the extent that it was  exercisable  at the time of
cessation of employment,  or within such other period, and subject to such terms
and conditions, as may be specified by the Board. As used in this Section IX and
elsewhere  in this  Plan,  the term  "disability"  means a  physical  or  mental
impairment  sufficient to constitute a disability  within the meaning of Section
22(e)(3) of the Code.

                                    SECTION X

                   FORFEITURE UPON OCCURRENCE OF CERTAIN ACTS

         Notwithstanding  any other  provision  of this Plan,  no payment of any
Award shall be made, and all rights of the  Participant  who received such Award
(or his designated  beneficiary or legal representatives) to the payment thereof
under this Plan,  shall be forfeited if, prior to the time of such payment,  the
Participant (i) shall be employed  without the Company's or Affiliate's  consent
by a competitor of, or shall be engaged in any activity in competition with, the
Company or an Affiliate;  (ii)  divulges  without the consent of the Company any
secret or confidential  information  belonging to the Company or any subsidiary;
(iii) has engaged in fraud,  embezzlement,  theft,  commission  of a felony,  or
other dishonest  conduct in the course of his employment with the Company or any
subsidiary;  or (iv) has  committed  any act which,  in the sole judgment of the
Board, has been substantially detrimental to the interests of the Company or any
subsidiary.  The  Company  shall  give  a  Participant  written  notice  of  the
occurrence  of  any  such  event  prior  to  making  any  such  forfeiture.  The
determination  of the Board as to the occurrence of any of the events  specified
in the foregoing  clauses (i), (ii),  (iii), and (iv) of this Section X shall be
exclusive  and binding  upon all persons  for all  purposes.  Any Award shall be
subject to forfeiture for the reasons provided in this Section in such manner as
shall be provided by the Board.

                                   SECTION XI

                         STOCK ADJUSTMENTS UPON CHANGES

         11.1 In the event  that the shares of Stock  shall be  changed  into or
exchanged for a different number or kind of shares of Stock of the Company or of
shares of  another  corporation  (whether  by reason of  merger,  consolidation,
recapitalization,  reclassification,  stock  split,  combination  of shares,  or
otherwise),  or if the number of such shares of Stock shall be increased through
the payment of a stock dividend, then there shall be substituted for or added to
each share of Stock subject to, or which may become  subject to, an Option under
this Plan,  the number and kind of shares into which each  outstanding  share of
Stock shall be exchanged,  or to which each such share shall be entitled, as the
case may be.  Outstanding  Options  shall  also be  appropriately  amended as to
option  Price and other  terms as may be  necessary  to  reflect  the  foregoing

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events.  In the event there  shall be any other  change in the number or kind of
outstanding  shares of the Stock,  or of any shares into which such shares shall
have  been  changed,  or for  which the  Board  shall,  in its sole  discretion,
determine  that such  change  equitably  requires  an  adjustment  in any Option
theretofore  granted or which may be granted under this Plan,  such  adjustments
shall be made in accordance with such determination.

         Subject to any required action by the shareholders of the Company,  the
number of shares of Stock covered by each  outstanding  Option and the number of
shares of Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Stock covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued  shares of Stock  resulting
from a  stock  split  (forward  or  reverse),  stock  dividend,  combination  or
reclassification  of the Stock,  or any other increase or decrease in the number
of issued  shares of Stock  effected  without  receipt of  consideration  by the
Company; provided, however, that conversion of any convertible securities of the
Company  shall  not  be  deemed  to  have  been  "effected  without  receipt  of
consideration."  Such adjustment shall be made by the Board, whose determination
in that respect shall be final,  binding,  and  conclusive.  Except as expressly
provided herein,  no issuance by the Company of shares of stock of any class, or
securities  convertible into shares of stock of any class,  shall affect, and no
adjustment by reason thereof shall be made,  with respect to the number or price
of shares of Stock subject to an Option.

         11.2  Fractional  shares  resulting  from  any  adjustment  in  Options
pursuant  to this  Section XI may be settled in cash or  otherwise  as the Board
shall determine.  Notice of any adjustment shall be given by the Company to each
holder of an  Option  which  shall  have been so  adjusted  and such  adjustment
(whether or not such  notice is given)  shall be  effective  and binding for all
purposes of this Plan.

         11.3 The Board  shall  have the  power,  in the event of any  merger or
consolidation of the Company with or into any other  corporation,  or the merger
or consolidation of any other corporation with or into the Company,  or the sale
of all or  substantially  all of the  assets  of the  Company,  or an  offer  to
purchase  made by a party  other  than the  Company to all  shareholders  of the
Company for all or any substantial  portion of the  outstanding  Stock, to amend
all Outstanding  Options to permit the exercise of all such options prior to the
effectiveness  of any such merger,  consolidation,  or sale or the expiration of
any  such  offer  to  purchase  and  to  terminate   such  Options  as  of  such
effectiveness or expiration.

         11.4  In  making  the  adjustments  provided  for by this  Section  XI,
consideration  shall  be  given  to  applicable  tax  laws in  order  to avoid a
premature  lapse or  disqualifying  disposition  of an Option due solely to such
adjustment.

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SECTION XII

             EFFECTIVE DATE, TERMINATION, AND AMENDMENT OF THE PLAN

         12.1 This Plan shall become effective on January 3, 2003, provided that
the  Company's  shareholders  shall have  adopted and  ratified  the Plan at the
Company's next occurring  Annual Meeting of  Shareholders or at a prior meeting.
Once  effective,  this Plan shall  terminate on December  31,  2012,  but Awards
theretofore  granted may extend beyond that date in accordance with their terms.
No Option  granted  pursuant  to this Plan may be  exercised  before the Plan is
approved by the  shareholders  of the  Company.  However,  Stock  issuances  for
services  rendered  to the  Company,  prior to  ratification  of the Plan by the
shareholders, shall be valid.

         12.2 The Board may,  insofar as  permitted by law from time to time and
at any time,  with  respect  to any  shares of Stock at the time not  subject to
Options, terminate, suspend, alter, amend, or discontinue this Plan, in whole or
in  part,  except  that  no  such  modification,   alteration,   amendment,   or
discontinuation shall, without the Participant's  consent,  impair the rights of
any Participant under any Award granted to such Participant except in accordance
with the provisions of this Plan and/or the Option  Agreement  applicable to any
such Award and except, further, that no modification,  alteration,  or amendment
shall, without the approval by the holders of a majority of the then-outstanding
voting stock of the Company  represented and entitled to vote at a shareholders'
meeting:

                  i.  Increase the total number of shares of Stock  reserved for
         the  purposes  of this Plan,  except as  provided in Section XI of this
         Plan;

                  ii.  Decrease the Option Price of any ISO to less than 100% of
         Fair Market Value on the date of grant of any Option;

                  iii. Decrease the Option Price of any NQSO to less than 75% of
         Fair Market Value on the date of grant of any Option; or

                  iv. Materially  increase the benefits accruing to Participants
         under this Plan.

                                  SECTION XIII

                                  MISCELLANEOUS

         13.1 No Rights to Continued  Employment  or Award.  This Plan does not,
directly  or  indirectly,  create any right for the  benefit of any  employee or
class of  employees  to  receive  any Awards  under this Plan,  or create in any
employee  or class of  employees  any right  with  respect  to  continuation  of
employment  by the  Company  or an  Affiliate,  and it shall  not be  deemed  to
interfere in any way with the Company's or an Affiliate's  right to terminate or
otherwise modify an employee's employment at any time.

         13.2 Failure to Comply with Terms and Conditions.  Notwithstanding  any
other  provision of this Plan,  no payment or delivery with respect to any Award
shall be made, and all rights of the Participant who receives such Award (or his
designated  beneficiary  or legal  representative)  to such  payment or delivery

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under this Plan shall be forfeited, at the discretion of the Board, if, prior to
the time of such payment or delivery,  the Participant breaches a restriction or
any of the terms, restrictions, and/or conditions of this Plan and/or Agreement.

         13.3 No  Prohibition  on  Corporate  Action.  No provision of this Plan
shall be  construed  to prevent the  Company or any officer or director  thereof
from  taking any  corporate  action  deemed by the  Company  or such  officer or
director to be appropriate  or in the Company's  best  interest,  whether or not
such  action  could have an adverse  effect on the Plan or any  options  granted
hereunder,  and no Participant or Participant's estate, personal representative,
or  beneficiary  shall have any claim  against  the  Company  or any  officer or
director thereof as a result of the taking of such action.

         13.4 Parties in Interest. The provisions of this Plan and the terms and
conditions of any Award shall,  in accordance with their terms, be binding upon,
and inure to the  benefit of, all  successors  of each  Participant,  including.
without limitation, such Participant's estate and the executors, administrators,
or trustees thereof, heirs and legatees, and any receiver.

         13.5  Designation  of  Beneficiary.  Each  Participant  may designate a
beneficiary or beneficiaries (on a form supplied by the Company) to exercise his
Award(s) in the event of his death, and may change such designation from time to
time and at any time prior to the death of such Participant.

         13.6 Non-Uniform  Determination.  The Board's  determinations under the
Plan  (including  without  limitation  determinations  of the persons to receive
Awards, the form, amount, and timing of such Awards, the terms and provisions of
such Awards, and the agreements  evidencing same) need not be uniform and may be
made selectively among persons who receive,  or are eligible to receive,  Awards
under the Plan whether or not such persons are similarly situated.

         13.7 Use of  Proceeds.  The  proceeds  received by the Company from the
exercise  of any  Option  issued  pursuant  to the Plan or from the grant of any
other Award under the Plan shall be used for the general  corporate  purposes of
the Company.

         13.8 Governing Law. All questions pertaining to construction, validity,
and effect of the  provisions  of under this Plan and the rights of all  persons
hereunder  shall be governed by and construed in accordance with the laws of the
State of Nevada, without consideration of conflict of laws principles.

         13.9     Other Provisions.

                  A. No  Participant  or other  person shall have any right with
respect to the Plan,  the Stock  reserved for issuance under the Plan, or in any
Award,  contingent or otherwise,  until written evidence of the Award shall have
been delivered to the recipient and all the terms, conditions, and provisions of
the Plan and the Award  applicable to such recipient  (and each person  claiming
under or through him) have been met.

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B. To the  extent  that  Rule  16b-3  under the  Exchange  Act
applies to Awards  granted under this Plan, it is the intent of the Company that
the Plan comply in all respects with the  requirements  of Rule 16b-3,  that any
ambiguities or  inconsistencies  in  construction  of the Plan be interpreted to
give effect to such  intention,  and that if any  provision of the Plan is found
not to be in compliance with Rule 16b-3, such provision shall be deemed null and
void to the extent required to permit the plan to comply with Rule 16b-3.

                  C. The Plan  shall  be  unfunded.  The  Company  shall  not be
required  to  establish  any  special  or  separate  fund or to make  any  other
segregation  of assets to assure the  payment of any Award  under the Plan,  and
rights to the  payment  of Awards  shall be no  greater  than the  rights of the
Company's general creditors.

                  D. By  accepting  any Award or other  benefit  under the Plan,
each  Participant  and each  person  claiming  under  or  through  him  shall be
conclusively  deemed to have indicated his acceptance and  ratification  of, and
consent to, any action taken under the Plan by the Company or the Board.

                  E. The  adoption  of the Plan shall not affect any other stock
option,  compensation,  or  inceptive  plan in  effect  for the  Company  or any
Affiliate and the Plan shall not preclude the Board from  establishing any other
forms  of  incentive  or  compensation  for  employees  of  the  Company  or any
Affiliate.

                  F. The  masculine  pronoun  shall  include  the  feminine  and
neuter,  and the  singular  shall  include  the  plural,  where the  context  so
indicates.

                                   SECTION XIV

                                 INDEMNIFICATION

         With  respect to the  administration  of the Plan,  the  Company  shall
indemnify each present and future member of the Board  against,  and each member
of  the  Board   shall  be  entitled   without   further  act  on  his  part  to
indemnification  from the Company  for, all  expenses  (including  the amount of
judgments  and  the  amount  of  approved  settlements  made  with a view to the
curtailment  of costs of  litigation,  other than  amounts  paid to the  Company
itself)  reasonably  incurred by him in  connection  with or arising out of, any
action,  suit,  or proceeding in which he may be involved by reason of his being
or having been a member of the Board,  whether or not he  continues to be such a
member of the Board at the time of incurring such expenses;  provided,  however,
that such indemnity  shall not include any expenses  incurred by any such member
of the Board (i) in respect of matters as to which he shall be finally  adjudged
in any such action,  suit, or proceeding to have been guilty of gross negligence
or  willful  misconduct  in the  performance  of his duty as such  member of the
Board;  or (ii) in respect of any matter in which any settlement is effected for
an amount in excess of the amount  approved  by the Company on the advice of its
legal counsel;  and provided further that no right of indemnification  under the

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provisions  set forth herein shall be  available to or  enforceable  by any such
member of the Board unless within 60 days after  institution of any such action,
suit, or proceeding he shall have offered the Company in writing the opportunity
to  handle  and  defend  same  at  its  own  expense.  The  foregoing  right  of
indemnification  shall  inure  to  the  benefit  of  the  heirs,  executors,  or
administrators  of each such member of the Board and shall be in addition to all
other  rights to which such  member of the Board may be  entitled as a matter of
law, contract, or otherwise.

                                   SECTION XV

                                 TAX WITHHOLDING

         The  Company  shall  have  the  right  to  withhold  from  amounts  due
Participants  or to collect  from  Participants  directly,  the amount which the
Company deems  necessary to satisfy any taxes  required by law to be withheld at
any time by  reason  of  participation  in the Plan and the  obligations  of the
Company  under the Plan  shall be  conditional  on payment  of such  taxes.  The
Participant  may,  prior to the due date of any taxes,  pay such  amounts to the
Company in cash or,  with the  consent of the Board,  in shares of Stock  (which
shall be valued at their Fair Market Value on the date of payment).  There is no
obligation  under this Plan that any  Participant be advised of the existence of
the tax or the amount required to be withheld.  Without  limiting the generality
of the foregoing, in any case where the Company determines that a tax is or will
be required to be withheld in connection with the issuance or transfer of shares
of Stock under this Plan,  the Company may,  pursuant to such rules as the Board
may  establish,  reduce  the  number  of such  shares  of  Stock  so  issued  or
transferred by such number of shares as the Company may deem appropriate, in its
sole discretion,  to accomplish such withholding or make such other arrangements
as it deems satisfactory.  Notwithstanding any other provision of this Plan, the
Board may impose such conditions on the payment of any withholding obligation as
may be  required  to  satisfy  applicable  regulatory  requirements,  including,
without limitation, Rule 16b-3 (or successor provision) under the Exchange Act.

         TO  RECORD  the  adoption  of this  Plan,  the Board  has  caused  this
instrument to be executed on this 9th day of June, 2003.

                                           ENDO NETWORKS, INC.,
                                           a Nevada corporation

                                           By:  /s/ Peter B. Day
                                               ---------------------------------
                                                 Peter B. Day, President

                                           By: /s/ Peter B. Day
                                               ---------------------------------
                                                 Peter B. Day, Treasurer

                                           By: /s/ Peter B. Day
                                               ---------------------------------
                                                 Peter B. Day, Secretary

ENDO NETWORKS, INC. EMPLOYEE
----------------------------
BENEFIT AND STOCK OPTION PLAN -- Page 14
-----------------------------
EXHIBIT (2) (3)

                        T. ALAN OWEN & ASSOCIATES, P. C.
                                Attorneys at Law
                              One Arlington Centre
                             1112 East Copeland Road
                                    Suite 420
                             Arlington, Texas 76011
TELEPHONE                                                          TELEFAX
(817) 460-4498                                                    (817) 795-0154
(817) 461-6079 -- Metro
                                  June 9, 2003

The Board of Directors
Endo Networks, Inc.
2624 Dunwin Drive, Unit #3
Mississauga, Ontario L5L 3TS
Canada

         RE:  Endo Networks, Inc. Employee Benefit and Stock Option Plan

Gentlemen:

         I have acted as counsel  to Endo  Networks,  Inc.  (the  "Company")  in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission  under the  Securities  Act of 1933,  as amended,  of a  registration
statement on Form S-8 (the "Registration  Statement")  relating to the offer and
sale by the Company of up to 1,250,000  shares (the  "Shares") of the  Company's
$0.001 par value Common  Stock,  pursuant to the Endo  Networks,  Inc.  Employee
Benefit and Stock Option Plan (the "Plan") dated June 9, 2003.

         As counsel to the Company, I have supervised all corporate  proceedings
in connection with the preparation and filing of the Registration  Statement.  I
have also examined the Company's  Certificate of  Incorporation  and Bylaws,  as
amended to date, the corporate  minutes and other  proceedings,  and the records
relating to the authorization,  sale, and issuance of the Shares, and such other
documents and matters of law as I deemed  necessary or  appropriate  in order to
render this opinion.

         Based upon the  foregoing,  it is my opinion  that each of the  Shares,
when issued in accordance  with the terms and  conditions  of the Plan,  will be
duly  authorized,  legally and validly issued and  outstanding,  fully paid, and
nonassessable.

         I  hereby  consent  to the  use of  this  opinion  in the  Registration
Statement.

                                                   Sincerely,

                                                   /s/  T. Alan Owen
                                                   -----------------
                                                        T. Alan Owen

TAO/jac

Endo Networks-Form S-8 Opin L2 (M-3)
EXHIBIT 4

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Peter B. Day as such person's true and
lawful  attorney-in-fact  and agent,  with full power of substitution,  for such
person,  and in such person's name, place, and stead, in any and all capacities,
to sign any and all amendments or post-effective amendments to this Registration
Statement,  and to file the same with the  Securities  and Exchange  Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises, as fully to all intents and purposes as such person might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact  and agent, or his  substitute,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

                                      ENDO NETWORKS, INC.,
                                      a Nevada corporation

                                      /s/  Peter B. Day
                                      ------------------------------------------
                                           Peter B. Day, President and Secretary
                                           Date: June 9, 2003
STATE OF _________________ )
                           )
COUNTY OF _______________  )

         BEFORE ME, the undersigned  authority,  on this day personally appeared
Peter B. Day,  known to me to be the  person  whose  name is  subscribed  to the
foregoing  instrument,  and acknowledged to me that he executed the same for the
purposes and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9th day of June, 2003.

                                      ------------------------------------------
                                      Notary Public in and for
                                                              ------------------
My Commission Expires:

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