content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               Columbia Bakeries, Inc.
                                  ----------------
               (Exact name of Registrant as specified in its charter)
  
                                       0-26701
                                 -------------------
                                 Commission File No.
  
  
                    Nevada                                      88-0406874
                  -----------                               ----------------
  (State or other jurisdiction of organization)     (I.R.S. Employer incorporation
                                                          or Identification No.)
  
              319 Clematis Street, Suite 526, West Palm Beach, FL 33401
                   -----------------------------------------------
                      (Address of Principal Executive Offices)
  
  
                            2004 EQUITY COMPENSATION PLAN
              --------------------------------------------------------
                                (full title of plan)
  
  
                                Joseph I. Emas, P.A.
                     1224 Washington Ave, Miami Beach, FL 33139
                       ---------------------------------------
                       (Name and Address of Agent for service)
  
  
                                   (305) 531-1174
            (Telephone number, including area code, of agent for service)
  
  
  <TABLE>
  <CAPTION>
  
  CALCULATION OF REGISTRATON FEE
  
  TITLE OF          AMOUNT TO BE   PROPOSED          PROPOSED          REGISTRATION
  SECURITIES TO     REGISTERED(1)  MAXIMUM           AGGREGATE         FEE
  BE REGISTERED                    OFFERING PRICE    PRICE
                                   PER SHARE(2)
  <S>                       <C>     <C>       <C>
  Common stock,     50,000,000     $     0.008         $  400,000       $  50.68
  ..0001 par value
  </TABLE>
  
       (1)  Represents  additional  50,000,000  shares  of  common  stock issuable
  pursuant  to  the  Registrant's 2004 Equity Compensation Plan. In the event of a
  stock  split,  stock  dividend or similar transaction involving the Registrant's
  common  stock,  in  order  to  prevent dilution, the number of shares registered
  shall  be  automatically  increased to cover the additional shares in accordance
  with  Rule  416(a)  under  the  Securities  Act  of  1933.
  
       (2)  Estimated  solely  for  the  purpose  of calculating the amount of the
  registration  fee,  pursuant to Rules 457(c) and 457(h) of the Securities Act of
  1933,  on  the  basis  of  the  average of the high and low prices for shares of
  common  stock  on  the  Over-the-Counter  Bulletin  Board  on February 17, 2004.
  
  <PAGE>
  
                                  EXPLANATORY NOTE
  
       This  Registration  Statement  has  been  prepared  in  accordance with the
  requirements  of  Form  S-8  to  register  50,000,000 shares of the Registrant's
  common  stock,  $.001  par  value  ("Common  Stock"),  issuable  pursuant to the
  Registrant's  2004  Equity  Compensation  Plan.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       The  documents  containing the information specified in Part I will be sent
  or  given  to  employees as specified by Rule 428(b)(1) of the Securities Act of
  1933, as amended (the "Securities Act"). Such documents are not being filed with
  the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
  Registration  Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 of the Securities Act. Such documents and the documents incorporated by
  reference  in  this Registration Statement pursuant to Item 3 of Part II hereof,
  taken  together,  constitute a prospectus that meets the requirements of Section
  10(a)  of  the  Securities  Act.
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents are incorporated by reference into this
  Registration Statement:
  
       1.The Registrant's Annual Report on Form 10-KSB for the year ended December
  31,  2002,  as  filed  with  the  Securities  and  Exchange  Commission  (the
  "Commission");
  
       2.The  Registrant's  Quarterly  Report  on Form 10-QSB for the period ended
  March  31,  2003,  as  filed  with  the  Securities  and  Exchange  Commission;
  
       3.The  Registrant's  Quarterly  Report  on Form 10-QSB for the period ended
  June  30,  2003,  as  filed  with  the  Securities  and  Exchange  Commission;
  
       4.  The  Registrant's  Quarterly Report on Form 10-QSB for the period ended
  September  30,  2003  as  filed  with  the  Securities  and Exchange Commission.
  
       5.  The  Registrant's  Form  8-K  dated February 10, 2004 as filed with the
  Securities  and  Exchange  Commission.
  
  
  All  documents  subsequently  filed  with the SEC by the Registrant pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered herein have
  been  sold  or  which deregisters all securities then remaining unsold, shall be
  deemed  to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents. Any statement contained
  in  a  document  incorporated  or  deemed to be incorporated by reference herein
  shall  be  deemed to be modified or superseded for 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 by
  reference  herein  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.
  
  <PAGE>
  
  ITEM 4. DESCRIPTION OF SECURITIES
  
           Not Applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section  78.7502  of  Nevada  Revised Statutes provides as follows with
  respect  to  indemnification  of  directors  and  officers:
  
  NRS  78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
  EMPLOYEES  AND  AGENTS:  GENERAL  PROVISIONS.
  
  A corporation may indemnify any person who was or is a party or is threatened to
  be  made  a  party  to  any  threatened,  pending  or  completed action, suit or
  proceeding,  whether civil, criminal, administrative or investigative, except an
  action  by  or in the right of the corporation, by reason of the fact that he is
  or  was  a director, officer, employee or agent of the corporation, or is or was
  serving  at  the  request of the corporation as a director, officer, employee or
  agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
  enterprise,  against  expenses,  including attorneys' fees, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with  the  action,  suit or proceeding if he acted in good faith and in a manner
  which  he  reasonably  believed to be in or not opposed to the best interests of
  the  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable  cause  to  believe  his conduct was unlawful. The termination of any
  action,  suit or proceeding by judgment, order, settlement, conviction or upon a
  plea  of  nolo  contendere  or  its  equivalent,  does  not, of itself, create a
  presumption  that  the person did not act in good faith and in a manner which he
  reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
  corporation, and that, with respect to any criminal action or proceeding, he had
  reasonable  cause  to  believe  that  his  conduct  was  unlawful.
  
  A corporation may indemnify any person who was or is a party or is threatened to
  be  made a party to any threatened, pending or completed action or suit by or in
  the right of the corporation to procure a judgment in its favor by reason of the
  fact  that  he  is  or  was  a  director,  officer,  employee  or  agent  of the
  corporation,  or  is  or  was  serving  at  the  request of the corporation as a
  director,  officer, employee or agent of another corporation, partnership, joint
  venture,  trust  or other enterprise against expenses, including amounts paid in
  settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
  connection  with  the defense or settlement of the action or suit if he acted in
  good  faith and in a manner which he reasonably believed to be in or not opposed
  to  the  best  interests of the corporation. Indemnification may not be made for
  any  claim,  issue  or  matter  as to which such a person has been adjudged by a
  court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
  be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
  corporation, unless and only to the extent that the court in which the action or
  suit  was  brought  or  other  court  of  competent jurisdiction determines upon
  application  that  in  view  of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper.
  
  To  the  extent that a director, officer, employee or agent of a corporation has
  been  successful  on  the  merits or otherwise in defense of any action, suit or
  proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
  or  matter  therein,  the  corporation  shall  indemnify  him  against expenses,
  including attorneys' fees, actually and reasonably incurred by him in connection
  with  the  defense.
  
  When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes
  provides  as follows with respect to the authorization required to carry out the
  indemnification:
  
  <PAGE>
  
  NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
  OF  EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF  EXPENSES.
  
  Any discretionary indemnification under NRS 78.7502 unless ordered by a court or
                                          -----------
  advanced  pursuant  to  subsection  2,  may  be  made by the corporation only as
  authorized in the specific case upon a determination that indemnification of the
  director,  officer,  employee  or  agent  is  proper  in  the circumstances. The
  determination  must  be  made:
  
  (a)  By  the  stockholders;
  
  (b)  By  the  board  of  directors  by  majority  vote of a quorum consisting of
  directors  who  were  not  parties  to  the  action,  suit  or  proceeding;
  
  (c)  If a majority vote of a quorum consisting of directors who were not parties
  to  the  action, suit or proceeding so orders, by independent legal counsel in a
  written  opinion;  or
  
  (d) If a quorum consisting of directors who were not parties to the action, suit
  or  proceeding  cannot  be  obtained,  by independent legal counsel in a written
  opinion.
  
  The  articles  of  incorporation,  the  bylaws  or  an  agreement  made  by  the
  corporation  may provide that the expenses of officers and directors incurred in
  defending  a  civil  or  criminal action, suit or proceeding must be paid by the
  corporation  as they are incurred and in advance of the final disposition of the
  action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
  the  director or officer to repay the amount if it is ultimately determined by a
  court of competent jurisdiction that he is not entitled to be indemnified by the
  corporation.  The  provisions  of  this  subsection  do not affect any rights to
  advancement  of  expenses  to  which corporate personnel other than directors or
  officers  may  be  entitled  under  any  contract  or  otherwise  by  law.
  
  3. The indemnification and advancement of expenses authorized in or ordered by a
  court  pursuant  to  this  section:
  
  (a)  Does not exclude any other rights to which a person seeking indemnification
  or  advancement  of expenses may be entitled under the articles of incorporation
  or  any  bylaw,  agreement,  vote  of stockholders or disinterested directors or
  otherwise, for either an action in his official capacity or an action in another
  capacity  while  holding his office, except that indemnification, unless ordered
  by  a  court  pursuant  to  NRS  78.7502 or for the advancement of expenses made
                              ------------
  pursuant  to  subsection  2,  may not be made to or on behalf of any director or
  officer  if a final adjudication establishes that his acts or omissions involved
  intentional misconduct, fraud or a knowing violation of the law and was material
  to  the  cause  of  action.
  
  (b) Continues for a person who has ceased to be a director, officer, employee or
  agent  and  inures  to the benefit of the heirs, executors and administrators of
  such  a  person.
  
  Our  Bylaws  provide  that  we  must  indemnify  any  director or officer of our
  corporation  to  the  full extent permitted by applicable law as then in effect,
  against liability arising out of a proceeding to which the individual was made a
  party  because  he or she is or was a director or officer of our corporation. We
  will  advance  expenses  incurred  by  a director or officer who is a party to a
  proceeding in advance of final disposition of the proceeding, as provided by our
  Bylaws.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  <PAGE>
  
  ITEM 8. EXHIBITS.
  5.1  Opinion  of  Joseph  I.  Emas,  P.A.
  10.1 2004 Equity Compensation Plan
  23.1 Consent  of  Joseph  I.  Emas,  P.A  (included  in  Exhibit  5)
  23.2 Consent of Beckstead and Watts, LLP
  
  ITEM 9. UNDERTAKINGS
  
           The undersigned Registrant hereby undertakes:
  
       1.  To  file,  during any period in which offers or sales are being made, a
  post-effective  amendment  to  this  Registration  Statement: (a) to include any
  prospectus  required  by  Section  10(a)(3)  of  the  Securities Act of 1933, as
  amended;  (b) to reflect in the prospectus any facts or events arising after the
  effective  date of the Registration Statement (or the most recent post-effective
  amendment  hereof),  which,  individually  or  in  the  aggregate  represent  a
  fundamental  change  in the information set forth in the Registration Statement.
  Notwithstanding  the foregoing, any increase or decrease in volume of securities
  offered  (if  the total dollar value of securities offered would not exceed that
  which  was  registered)  and  any  deviation  from  the  low  or high end of the
  estimated  maximum  offering  range  may  be reflected in the form of prospectus
  filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
  changes  in  volume and price represent no more than a 20% change in the maximum
  aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
  table  in  the effective Registration Statement; and (c) To include any material
  information with respect to the plan of distribution not previously disclosed in
  the  Registration  Statement  or  any material change to such information in the
  Registration  Statement;  PROVIDED, HOWEVER, that paragraphs 1(a) and 1(b) shall
  not  apply  if  the  information  required  to  be  included in a post-effective
  amendment  by  those  paragraphs  is  contained in periodic reports filed by the
  Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated  by  reference  in  the  Registration  Statement.
  
       2.  That, for the purpose of determining any liability under the Securities
  Act  of  1933, as amended, each such post-effective amendment shall be deemed to
  be  a new registration statement relating to the securities offered therein, and
  the  offering  of such securities at that time shall be deemed to be the initial
  bona  fide  offering  thereof.
  
       3.  To  remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.  The  undersigned  Registrant  hereby undertakes that, for purposes of
  determining  any  liability  under  the Securities Act of 1933, as amended, 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 of 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. Insofar as indemnification for liabilities arising under
  the  Securities  Act of 1933, as amended may be permitted to directors, officers
  and  controlling persons of the Registrant pursuant to the foregoing provisions,
  or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
  Commission  such  indemnification  is  against public policy as expressed in the
  Securities  Act  of  1933,  as  amended 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 the 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 or appropriate jurisdiction the question whether
  such  indemnification  by  it  is  against  public  policy  as  expressed in the
  Securities  Act  of  1933,  as  amended  and  will  be  governed  by  the  final
  adjudication  of  such  issue.
  
  <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,  on  February  18,  2004.
  
  
  
            Columbia Bakeries, Inc.
  
            By:/s/ Frank Speight
               ------------------------
               President & CEO
  
           Pursuant to the Requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  Signature                     Title               Date
  ---------                     -----               ----
  
  /s/ Frank Speight          President & CEO       February 18, 2004
  
  
  
  /s/Randall S. Goulding     Secretary Treasurer   February 18, 2004
  
  
  <PAGE>
  
  
                                    EXHIBIT 10.1
  
                               COLUMBIA BAKERIES, INC.
  
                            2004 EQUITY COMPENSATION PLAN
  
  Columbia  Bakeries,  Inc.,  a  Nevada  corporation,  (the "Corporation"), hereby
  adopts this Equity Compensation Plan (the "Plan"), under which Stock Awards, and
  Common  Stock  in Lieu of Cash Compensation Awards ("Awards") of the Corporation
  may  be granted from time to time to employees, directors and consultants of the
  Corporation  or  its  subsidiaries,  if  any.
  
                                     SECTION 1.
                                     ----------
  
                      GENERAL PURPOSE OF THE PLAN; DEFINITIONS
  
  The  Plan  is  intended  to  aid the Corporation in maintaining and developing a
  management  team,  attracting  qualified  officers  and  employees  capable  of
  assisting  in  the  future  success  of  the  Corporation,  and  rewarding those
  individuals  who  have  contributed  to  the  success  of the Corporation. It is
  designed  to  aid  the  Corporation  in retaining the services of executives and
  employees  and in attracting new personnel when needed for future operations and
  growth  and  to  provide such personnel with an incentive to remain employees of
  the  Corporation,  to  use  their  best  efforts  to  promote the success of the
  Corporation's  business,  and  to  provide them with an opportunity to obtain or
  increase  a  proprietary  interest  in  the  Corporation. It is also designed to
  permit  the Corporation to reward those individuals who are not employees of the
  Corporation  but  who  are  perceived by management as having contributed to the
  success  of  the  Corporation or who are important to the continued business and
  operations  of  the  Corporation. The above aims will be effectuated through the
  granting  awards,  subject  to  the  terms  and  conditions  of  this  Plan.
  
  Stock  granted  pursuant  to  this  Plan, may be registered on Form S-8 or other
  appropriate  form  of  registration  statement.
  
  RULE 16B-3 PLAN. The Corporation is subject to the reporting requirements of the
  Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and therefore
  the Plan is intended to comply with all applicable conditions of Rule 16b-3 (and
  all  subsequent  revisions  thereof)  promulgated under the Exchange Act. To the
  extent  any  provision  of  the  Plan or action by the Committee or the Board of
  Directors  or Committee fails to so comply, it shall be deemed null and void, to
  the  extent permitted by law and deemed advisable by the Committee. In addition,
  the  Committee or the Board of Directors may amend the Plan from time to time as
  it  deems  necessary in order to meet the requirements of any amendments to Rule
  16b-3  without  the  consent  of  the  shareholders  of  the  Corporation.
  
  EFFECTIVE DATE OF PLAN. The effective date of this Plan shall be January 1, 2004
  (the "Effective Date"). The Board of Directors shall, within one year of the
  Effective Date, submit the Plan for approval to the shareholders of the
  Corporation. The plan shall be approved by at least a majority of shareholders
  voting in person or by proxy at a duly held shareholders' meeting, or if the
  provisions of the corporate charter, by-laws or applicable state law prescribes
  a greater degree of shareholder approval for this action, the approval by the
  holders of that percentage, at a duly held meeting of shareholders.
  
  2.  DEFINITIONS.  The  following  definitions  shall  apply  to  this  Plan
  
  "Act"  means  the Securities Exchange Act of 1934, as amended from time to time.
  
  "Administrator"  is  defined  in  Section  2(a).
  
  <PAGE>
  
  "Affiliate"  means  any  parent  corporation and any subsidiary corporation. The
  term  "parent corporation" means any corporation (other than the Corporation) in
  an unbroken chain of corporations ending with the Corporation if, at the time of
  the  action  or transaction, each of the corporations other than the Corporation
  owns  stock  possessing  50%  or  more of the total combined voting power of all
  classes  of  stock  in  one  of  the  other  corporations in the chain. The term
  "subsidiary  corporation"  means any corporation (other than the Corporation) in
  an unbroken chain of corporations beginning with the Corporation if, at the time
  of  the  action  or  transaction,  each  of the corporations other than the last
  corporation in the unbroken chain owns stock possessing 50% or more of the total
  combined  voting  power of all classes of stock in one of the other corporations
  in  the  chain.
  
   "Agreement"  means,  individually  or  collectively, any agreement entered into
  pursuant  to  the  Plan  pursuant  to  which Stock are granted to a participant.
  
  "Award"  or  "Awards,"  except where referring to a particular category of grant
  under  the Plan, shall include Stock, Restricted Stock, and Common Stock in Lieu
  of  Cash  Compensation  Awards.
  
  "Board" means the Board of Directors of the Corporation as constituted from time
  to  time.
  
  "Cause"  shall mean, for purposes of whether and when a participant has incurred
  a Termination of Employment for Cause: (i) any act or omission which permits the
  Corporation  to  terminate  the  written  agreement  or  arrangement between the
  participant  and  the Corporation or a Subsidiary or Parent for Cause as defined
  in  such  agreement  or  arrangement;  or
  
  (ii) in the event there is no such agreement or arrangement or the agreement or
  arrangement  does  not  define the term "cause," then Cause shall mean an act or
  acts  of dishonesty by the participant resulting or intending to result directly
  or  indirectly  in  gain  to  or  personal  enrichment of the participant at the
  Corporation's  expense and/or gross negligence or willful misconduct on the part
  of  the  participant.
  
  "Change  in  Control"  means,  for  purposes  of  this  Plans
  
  1.     there  shall  be  consummated  (i)  any  consolidation  or  merger of the
  Corporation  in  which  the  Corporation  is  not  the  continuing  or surviving
  corporation  or pursuant to which shares of the Corporation's common stock would
  be converted into cash, securities or other property, other than a merger of the
  Corporation  in  which the holders of the Corporation's common stock immediately
  prior  to  the  merger  have  substantially  the same proportionate ownership of
  common  stock of the surviving corporation immediately after the merger; or (ii)
  any  sale,  lease, exchange or other transfer (in one transaction or a series of
  related  transactions)  of  all  or  substantially  all  of  the  assets  of the
  Corporation;  or
  
  2.     the  shareholders  of  the Corporation shall approve any plan or proposal
  for  the  liquidation  or  dissolution  of  the  Corporation
  
  "Code"  means  the  Internal Revenue Code of 1986, as amended from time to time,
  and  any  successor  Code,  and  related rules, regulations and interpretations.
  
  "Common  Stock"  or  "Stock"  means the Common Stock, par value per share of the
  Corporation whether presently or hereafter issued, or such other class of shares
  or  securities  as  to  which  the Plan may be applicable subject to adjustments
  pursuant  to  Section  3.
  
  "Common  Stock in Lieu of Cash Compensation Award" means Awards granted pursuant
  to  Section  6.
  
  "Corporation"  means  Columbia  Bakeries,  Inc.,  a  Nevada Corporation, and any
  successor  or  assignee  company  corporations into which the Corporation may be
  merged, changed or consolidated; any company for whose securities the securities
  of  the  Corporation  shall  be  exchanged;  and any assignee of or successor to
  substantially  all  of  the  assets  of  the  Corporation.
  
  <PAGE>
  
  "Director"  means any member of the Board of Directors of the Corporation or any
  Parent  or  subsidiary  of  the  Corporation  that  now  exists  or hereafter is
  organized  or  acquired  by  or  acquires  the  Corporation.
  
  "Effective  Date"  means the date on which the Plan is initially approved by the
  Board  of  Directors  as  set  forth  in  Section  13.
  
  "Eligible  Persons"  shall mean, with respect to the Plan, those persons who, at
  the  time  that an Award is granted, are (i) officers, directors or employees of
  the Corporation or Affiliate or (ii) attorneys, consultants or subcontractors of
  the  Corporation  or  affiliate.
  
  "Employee"  means  any  person  employed  on  an hourly or salaried basis by the
  Corporation  or  any  Parent or Subsidiary of the Corporation that now exists or
  hereafter  is  organized  or  acquired  by  or  acquires  the  Corporation.
  
  "Fair  Market  Value" means (i) if the Common Stock is not listed or admitted to
  trade on a national securities exchange and if bid and ask prices for the Common
  Stock  are  not  furnished  through  NASDAQ or a similar organization, the value
  established  by the Committee, in its sole discretion, for purposes of the Plan;
  (ii) if the Common Stock is listed or admitted to trade on a national securities
  exchange  or a national market system, the closing price of the Common Stock, as
  published  in  the  Wall Street Journal, so listed or admitted to trade  on such
  date  or,  if  there  is  no  trading of the Common Stock on such date, then the
  closing  price of the Common Stock on the next preceding  day on which there was
  trading  in  such shares; or (iii) if the Common Stock is not listed or admitted
  to trade on a national securities exchange or a national market system, the mean
  between the bid and ask price for the Common Stock on such date, as furnished by
  the National Association of Securities Dealers, Inc. through NASDAQ or a similar
  organization  if  NASDAQ  is no longer reporting such information. If trading in
  the  stock  or  a  price quotation does not occur on the Date of Grant, the next
  preceding  date  on  which  the  stock  was  traded  or  a price was quoted will
  determine  the  fair  market  value.
  
  "Non-Employee  Director" means a member of the Board who is not also an employee
  of the Corporation or any Subsidiary as that term is defined in Rule 16b-3 under
  the  Exchange  Act.
  
  "Plan"  means this Equity Compensation Plan as may be amended from time to time.
  
  "Stock  Award"  means  Awards  granted  pursuant  to  Section  5.
  
  "Subsidiary"  means any corporation or other entity (other than the Corporation)
  in  any  unbroken  chain  of  corporations  or other entities beginning with the
  Corporation  if  each  of  the  corporations  or  entities  (other than the last
  corporation  or  entity  in  the  unbroken  chain) owns stock or other interests
  possessing  50%  or  more  of the economic interest or the total combined voting
  power  of  all  classes  of  stock  or  other  interests  in  one  of  the other
  corporations  or  entities  in  the  chain.
  
  "Ten  Percent  Shareholder"  means  an individual who, at the time of the award,
  owns  Stock  possessing  more than 10% of the total combined voting power of all
  classes  of stock of the Corporation or of any Affiliate. An individual shall be
  considered  as  owning  the  Stock  owned, directly or indirectly, by or for his
  brothers  and  sisters  (whether by the whole or half blood), spouse, ancestors,
  and  lineal  descendants;  and  Stock owned, directly or indirectly, by or for a
  corporation,  partnership,  estate, or trust, shall be considered as being owned
  proportionately  by  or  for  its  shareholders,  partners,  or  beneficiaries.
  
  "Termination"  or "Termination of Employment" means the occurrence of any act or
  event  whether pursuant to an employment agreement or otherwise that actually or
  effectively  causes  or results in the person's ceasing, for whatever reason, to
  be  an  officer  or  employee  of the Corporation or of any Subsidiary or Parent
  including,  without  limitation,  death, disability, dismissal, severance at the
  election  of  the  participant,  retirement,  or  severance  as  a result of the
  discontinuance,  liquidation,  sale  or  transfer  by  the  Corporation  or  its
  Subsidiaries or Parent of all businesses owned or operated by the Corporation or
  its  Subsidiaries. A Termination of Employment shall occur to an employee who is
  employed  by  a  Subsidiary if the Subsidiary shall cease to be a Subsidiary and
  the  participant  shall  not  immediately  thereafter  become an employee of the
  Corporation  or  a  Subsidiary.
  
  <PAGE>
  
  "Subsidiary" means any corporation 50% or more of the voting securities of which
  are  owned  directly  or  indirectly  by  the Corporation at any time during the
  existence  of  this  Plan.
  
  In  addition,  certain other terms used in this Plan shall have the definitions
  given  to  them  in  the  first  place  in  which  they  are  used.
  
                                     SECTION 2.
                                     ---------
  
  ADMINISTRATION  OF  PLAN;  ADMINISTRATOR  AUTHORITY  TO  SELECT
  PARTICIPANTS  AND  DETERMINE  AWARDS
  
  1.  ADMINISTRATION
  
  (a)     The  Plan  shall be administered by either the entire Board of Directors
  or  a committee of not fewer than two (2) Independent Directors (in either case,
  the  "Administrator").  Each  member  of  the Committee shall be a "non-employee
  director"  within  the meaning of Rule 16b-3(b)(3)(i) promulgated under the Act,
  or  any  successor  definition  under  said  rule.
  
  (b)     If  this  Plan  is administered by the Committee, then a majority of the
  full  Committee constitutes a quorum for purposes of administering the Plan, and
  all  determinations  of the Committee shall be made by a majority of the members
  present  at  a  meeting at which a quorum is present or by the unanimous written
  consent  of  the  Committee.
  
  (c)     If no Committee has been appointed, members of the Board may vote on any
  matters  affecting  the  administration  of  the  Plan or the grant of any Stock
  pursuant  to  the  Plan, except that no such member shall act on the granting of
  Stock to himself, but such member may be counted in determining the existence of
  a  quorum  at any meeting of the Board during which action is taken with respect
  to  the  granting  of  Stock  to  him.
  
  (d)     The  interpretation  and  construction  of  the terms of the Plan by the
  Board  or  a  duly  authorized  committee  shall  be  final  and  binding on all
  participants  in  the  Plan absent a showing of demonstrable error. No member of
  the  Plan  Administrator  shall  be liable for any action taken or determination
  made  in  good  faith  with  respect  to  the  Plan.
  
  2.  POWERS OF ADMINISTRATOR. The Administrator shall have the sole and exclusive
  power  and  authority  to  grant  Awards  consistent with the terms of the Plan,
  including  the  power  and  authority:
  
  (a)     to  select  the  participants  in  this  plan;
  
  (b)     establish  the terms of the Stock granted to each participants which may
  not  be  the  same  in  each  case;
  
  (c)     determine  the  total  number  of shares of Stock to grant to a grantee,
  which  may  not  be  the  same  amount  to  each  Eligible  Person in each case;
  
  (d)     make  all  other  determinations  necessary or advisable under the Plan.
  
  (e)     The Plan Administrator has the sole and absolute discretion to determine
  whether the performance of an Eligible Person warrants an award under this Plan,
  and  to  determine  the  amount  of  the  award.
  
  The  Plan  Administrator  has full and exclusive power to construe and interpret
  this Plan, to prescribe and rescind rules and regulations relating to this Plan,
  and  take  all actions necessary or advisable for the Plan's administration. Any
  such  determination  made by the Plan Administrator will be final and binding on
  all  persons.  (d)  A  member  of  the Plan Administrator will not be liable for
  performing  any  act  or  making  any  determination  in  good  faith
  
  All  decisions  and  interpretations  of  the Administrator shall be made in the
  Administrator's  sole  and absolute discretion and shall be final and binding on
  all  persons,  including  the  Corporation  and  Plan  participants.
  
  <PAGE>
  
                                     SECTION 3.
                                     ----------
  
                    STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN;
                    RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS
  
  (a) STOCK ISSUABLE. The maximum number of shares of Stock reserved and available
  for  issuance  under  the Plan initially shall be 50,000,000 shares of Stock per
  year.  In  addition  if  any  portion  of  an  Award is forfeited, cancelled, or
  reacquired  by  the  Corporation,  satisfied  without  the  issuance of Stock or
  otherwise  terminated,  the shares of Stock underlying such portion of the Award
  shall  be  added  back  to  the shares of Stock available for issuance under the
  Plan.  Subject  to  such overall limitation, shares of Stock may be issued up to
  such maximum number pursuant to any type or types of Award. The shares available
  for  issuance  under  the Plan may be authorized but unissued shares of Stock or
  shares  of  Stock  reacquired  by  the  Corporation.
  
  (b)  TERM  OF  PLAN.  No  Awards  shall  be  made  after  January  1,  2013.
  
  (c)  RECAPITALIZATIONS.  Subject to the provisions of Section 12, if, through or
  as  a  result  of any merger, consolidation, sale of all or substantially all of
  the  assets  of  the  Corporation,  reorganization,  recapitalization,
  reclassification,  stock  dividend,  stock  split,  reverse stock split or other
  similar  transaction, the outstanding shares of Stock are increased or decreased
  or are exchanged for a different number or kind of shares or other securities of
  the  Corporation,  or  additional  shares  or  new  or different shares or other
  securities  of  the  Corporation  or  other non-cash assets are distributed with
  respect  to such shares of Stock or other securities, the Administrator may make
  an  appropriate  or proportionate adjustment in (i) the maximum number of shares
  reserved  for  issuance  under  the  Plan, (ii) the number and kind of shares or
  other  securities  subject  to  any  then outstanding Awards under the Plan, The
  adjustment  by  the  Administrator  shall  be  final, binding and conclusive. No
  fractional  shares  of  Stock  shall be issued under the Plan resulting from any
  such adjustment, but the Administrator in its discretion may make a cash payment
  in  lieu  of  fractional  shares.
  
                                     SECTION 4.
                                     ----------
  
                                     ELIGIBILITY
  
  Awards  under  the  Plan  may  be  granted to employees, including officers, and
  directors  of  the Corporation or its subsidiaries, as may be existing from time
  to  time, and to other individuals who are not employees of the Corporation, but
  performed  bona  fide  services to the Corporation, as may be deemed in the best
  interest of the Corporation by the Board or the duly authorized Committee. These
  individuals  may be referred to as consultants or key persons.  Such services to
  the  Corporation  or  a  subsidiary shall not be in connection with the offer or
  sale of securities in a capital-raising transaction. Such Awards shall be in the
  amounts, and shall have the rights and be subject to the restrictions, as may be
  determined by the Board or a duly authorized Committee, all as may be within the
  general  provisions  of  this  Plan.
  
  <PAGE>
  
  Every  Eligible  Person,  as  the  Plan  Administrator of the Corporation or any
  subsidiary  or  Parent  shall  only  be  eligible  to receive an Award if and as
  permitted by applicable law and regulations. The Plan Administrator's Award to a
  participant in any year does not require the Plan Administrator to make an Award
  to  that participant in any other year. Furthermore, the Plan Administrator make
  different  Awards to different participants. The Plan Administrator may consider
  such  factors as it deems pertinent in selecting participants and in determining
  the  amount  of  their  Stock,  including,  without  limitation;
  
  (i)  the  financial  condition  of  the  Corporation  or  its  Subsidiaries;
  
  (ii)  expected  profits  for  the  current  or  future  years;
  
  (iii)  the  contributions  of a prospective participant to the profitability or
  success  of  the  Corporation  or  its  Subsidiaries;  and
  
  (iv)  the  adequacy  of  the  prospective  participant's  other  compensation.
  
   Participants  may  include  persons to whom stock, or other benefits previously
  were  granted  under  this or another plan of the Corporation or any Subsidiary.
  
  (b) No Right of Employment. A Grantee's right, if any, to continue to serve the
  Corporation  and  its  Subsidiaries  as  an  Employee  will  not  be enlarged or
  otherwise affected by his designation as a participant under this Plan, and such
  designation  will  not  in  any way restrict the right of the Corporation or any
  Subsidiary,  as  the case may be, to terminate at any time the employment of any
  
                                     SECTION 5.
                                     ---------
  
                               RESTRICTED STOCK AWARDS
  
  (a)  NATURE OF STOCK AWARDS. A  Restricted Stock Award is an Award entitling the
  recipient  to  acquire,  at  par  value  or  such  other  higher  purchase price
  determined  by  the  Administrator,  shares of Stock, restricted under Rule 144,
  subject  to  such restrictions and conditions as the Administrator may determine
  at  the  time  of  grant.  Conditions  may be based on continuing employment (or
  other  business  relationship) and/or achievement of pre-established performance
  goals  and  objectives.  The  terms  and conditions of each Stock Award shall be
  determined  by the Administrator, and such terms and conditions may differ among
  individual  Awards  and  participants.
  
  (b)  RIGHTS  AS A STOCKHOLDER. Upon execution of the grant of a Restricted Stock
  Award  and  paying  any  applicable purchase price, a participant shall have the
  rights of a stockholder with respect to the voting of the Stock, subject to such
  terms  and  conditions  as  may  be  imposed  by  the  Administrator.
  
                                     SECTION 6.
                                     ----------
  
                  COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS
  
  (a)  GRANTS OF COMMON STOCK PAYABLE IN LIEU OF CASH. The Administrator may grant
  shares of Stock available for issuance under the Plan to an eligible participant
  in  lieu  of cash compensation earned by the participant with the consent of the
  participant,  or  under  a short- or long-term incentive plan of the Corporation
  (an  "Other  Incentive  Plan),  PROVIDED, however, that the award made under the
  Other  Incentive  Plan allows for satisfaction of such award by payment of Stock
  in  lieu  of  cash compensation. Additionally, shares of Stock may be granted if
  specified  performance  goals established by the Administrator are met, provided
  that  the  performance  goals  so  established  meet the requirements of Section
  162(m)  of  the  Code  and that the Administrator certifies that the performance
  goals  have been met. In the event of a grant of shares of Stock in lieu of cash
  compensation, such grant shall be conditioned upon the participant's irrevocable
  election to waive receipt of all or a portion of the cash compensation otherwise
  payable,  which  waiver shall constitute payment in full by such participant for
  the  shares  of  Stock  granted  in  lieu  of  such  cash  compensation.
  
  <PAGE>
  
  (b)  DATE  OF GRANT. Stock granted in lieu of cash compensation shall be granted
  to  each participant on the date the waived cash compensation would otherwise by
  paid,  provided,  however,  that with respect to a participant who is subject to
  Section 16 of the Act, if such grant date is not at least six months and one day
  from  the  date of the election, the grant shall be delayed until the date which
  is  six  months and one day from the date of the election (or the next following
  business  day,  if  such  date is not a business day) to the extent necessary to
  conform  to  the  requirements for exempt purchases under Rule 16b-3 of the Act.
  
  (c)  NUMBER  OF  SHARES.  The  number of shares of Stock granted in lieu of cash
  compensation  shall  be  determined  by  dividing  the amount of the waived cash
  compensation  by  the  Fair  Market  Value of the Stock on the date the Stock is
  granted.  Such  Stock  shall  be  granted  for  the  whole  number  of shares so
  determined;  the  value  of  any  fractional  share  shall  be  paid  in  cash.
  
                                     SECTION 7.
                                     ----------
  
                                   TAX WITHHOLDING
  
  (a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the date as of
  which  the  value  of  an  Award or of any Stock or other amounts received there
  under  first  becomes  includable  in  the  gross  income of the participant for
  Federal  income  tax  purposes,  pay  to  the  Corporation, or make arrangements
  satisfactory  to  the Administrator regarding payment of, any Federal, state, or
  local  taxes  of  any  kind  required by law to be withheld with respect to such
  income.  The  Corporation and its Subsidiaries shall, to the extent permitted by
  law,  have  the  right  to  deduct  any  such taxes from any payment of any kind
  otherwise  due to the participant. The Corporation's obligation to deliver stock
  certificates to any participant is subject to and conditioned on tax obligations
  being  satisfied  by  the  participant.
  
  (b)  PAYMENT  IN  STOCK. Subject to approval by the Administrator, a participant
  may  elect  to  have  such  tax withholding obligation satisfied, in whole or in
  part,  by (i) authorizing the Corporation to withhold from shares of Stock to be
  issued  pursuant  to  any Award a number of shares with an aggregate Fair Market
  Value  (as  of  the  date  the  withholding  is effected) that would satisfy the
  withholding  amount due, or (ii) transferring to the Corporation shares of Stock
  owned by the participant with an aggregate Fair Market Value (as of the date the
  withholding  is  effected)  that  would  satisfy  the  withholding  amount  due.
  
  (c) LIABILITY OF THE COMPANY.  The Corporation that is in existence or hereafter
  comes  into existence shall not be liable to any person for any tax consequences
  expected  but  not  realized  by  any  person  due  to  the  grant  of  Stock.
  
                                     SECTION 8.
                                     ---------
  
                          TRANSFER, LEAVE OF ABSENCE, ETC.
  
  For purposes of the Plan, the following events shall not be deemed a termination
  of  employment:
  
  (a)  a  transfer  to the employment of the Corporation from a Subsidiary or from
  the  Corporation  to  a  Subsidiary,  or  from  one  Subsidiary  to  another; or
  
  (b)  an  approved  leave of absence for military service or sickness, or for any
  other  purpose  approved  by  the  Corporation,  if  the employee's right to re-
  employment is guaranteed either by a statute or by contract or under the written
  policy  pursuant  to  which  the  leave  of  absence  was  granted  or  if  the
  Administrator  otherwise  so  provides  in  writing.
  
  <PAGE>
  
                                     SECTION 9.
                                     ----------
  
                             AMENDMENTS AND TERMINATION
  
  The  Board  of Directors of the Corporation may amend, terminate or suspend this
  Plan  at  any time, in its sole and absolute discretion; provided, however, that
  to  the  extent required to qualify this Plan under Rule 16b-3 promulgated under
  Section  16 of the Exchange Act, no amendment that would (a) materially increase
  the number of shares of Stock that may be issued under this Plan, (b) materially
  modify the requirements as to eligibility for participation in this Plan, or (c)
  otherwise  materially  increase the benefits accruing to participants under this
  Plan,  shall  be  made  without  the approval of the Corporation's shareholders.
  Subject  to  the preceding sentence, the Board of Directors shall have the power
  to  make  any  changes  in  the  Plan  and in the regulations and administrative
  provisions  under  it  as  in  the opinion of counsel for the Corporation may be
  necessary  or  appropriate  from  time  to  time.
  
                                     SECTION 10.
                                     ----------
  
                                   STATUS OF PLAN
  
  Unless  the  Administrator  shall otherwise expressly determine in writing, with
  respect  to  the  portion  of  any  Award  which  has not been exercised and any
  payments  in cash, Stock or other consideration not received by a participant, a
  participant shall have no rights greater than those of a general creditor of the
  Corporation.  In  its  sole  discretion,  the  Administrator  may  authorize the
  creation  of  trusts or other arrangements to meet the Corporation's obligations
  to  deliver  Stock  or  make payments with respect to Awards hereunder, provided
  that  the  existence of such trusts or other arrangements is consistent with the
  foregoing  sentence.
  
                                     SECTION 11.
                                     -----------
  
                       CHANGE OF CONTROL AND MERGER PROVISIONS
  
  (a)  In  contemplation  of and subject to the consummation of a consolidation or
  merger  or  sale of all or substantially all of the assets of the Corporation in
  which  outstanding  shares  of Stock are exchanged for securities, cash or other
  property  of  an  unrelated  corporation or business entity or in the event of a
  liquidation  or  dissolution  of  the Corporation or in the event of a corporate
  reorganization of the Corporation (in each case, a "Transaction"), the Board, or
  the  board  of  directors  of  any  corporation  or  other  entity  assuming the
  obligations  of the Corporation, may, in its discretion, take any one or more of
  the  following  actions,  as to outstanding Awards: (i) provide that such Awards
  shall  be assumed or equivalent awards shall be substituted, by the acquiring or
  succeeding  corporation  or  other entity (or an affiliate thereof), and/or (ii)
  upon  written notice to the participants, provide that all Awards will terminate
  immediately  prior  to  the  consummation of the Transaction. In the event that,
  pursuant  to  clause  (ii) above, Awards will terminate immediately prior to the
  consummation  of  the  Transaction,  all vested Awards shall be fully settled in
  cash  or  in  kind  at  such  appropriate  consideration  as  determined  by the
  Administrator  in  its  sole  discretion  after  taking into account any and all
  consideration  payable  per  share  of  Stock  pursuant  to the Transaction (the
  "Transaction  Price").
  
  (b)  "Change of Control" shall be defined as an event subsequent to the adoption
  of  this Plan, by any "person," as such term is used in Sections 13(d) and 14(d)
  of the Act (other than the Corporation, any of its Subsidiaries, any "affiliate"
  or  "associate"  (as  such terms are defined in Rule 12b-2 under the Act) of the
  foregoing  persons,  or any trustee, fiduciary or other person or entity holding
  securities under any employee benefit plan or trust of the Corporation or any of
  its  Subsidiaries),  together  with  all  "affiliates" and "associates" (as such
  terms  are defined in Rule 12b-2 under the Act) of such person, who shall become
  the  "beneficial  owner"  (as such term is defined in Rule 13d-3 under the Act),
  directly  or  indirectly,  of  securities of the Corporation representing 25% or
  more  of  the  combined  voting  power  of  the  Corporation's  then outstanding
  securities having the right to vote in an election of the Corporation's Board of
  Directors  ("Voting  Securities")  (other  than as a result of an acquisition of
  securities  directly  from  the  Corporation).
  
  <PAGE>
  
  Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
  occurred  for  purposes  of  the foregoing clause (i) solely as the result of an
  acquisition  of  securities  by the Corporation which, by reducing the number of
  shares  of  Voting Securities outstanding, increases the proportionate number of
  shares  of Voting Securities beneficially owned by any person (as defined in the
  foregoing  clause  (i))  to 25% or more of the combined voting power of all then
  outstanding  Voting  Securities;  PROVIDED,  however,  that if such person shall
  thereafter  become  the  beneficial  owner  of  any  additional shares of Voting
  Securities  (other  than  pursuant  to a stock split, stock dividend, or similar
  transaction  or  as  a  result of an acquisition of securities directly from the
  Corporation),  then  a  "Change of Control" shall be deemed to have occurred for
  purposes  of  the  foregoing  clause.
  
                                     SECTION 12.
                                     -----------
  
                                 GENERAL PROVISIONS
  
  (a)  NO  DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Administrator may
  require  each  person  acquiring  Stock pursuant to an Award to represent to and
  agree  with  the Corporation in writing that such person is acquiring the shares
  without  a  view  to  distribution  thereof.  No shares of Stock shall be issued
  pursuant  to  an  Award  until all applicable securities law and other legal and
  stock  exchange  or  similar requirements have been satisfied. The Administrator
  may  require  the  placing  of  such  stop  orders  and  restrictive  legends on
  certificates  for  Stock  and  Awards,  as  it  deems  appropriate.
  
  (b)  DELIVERY  OF  STOCK  CERTIFICATES.  Stock  certificates  to be delivered to
  participants under this Plan shall be deemed delivered for all purposes when the
  Corporation  or a stock transfer agent of the Corporation shall have mailed such
  certificates  in  the  United  States mail, addressed to the participant, at the
  participant's  last  known  address  on  file  with  the  Corporation.
  
  (c)  OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing contained in
  this Plan shall prevent the Board from adopting other or additional compensation
  arrangements,  including  trusts,  and such arrangements may be either generally
  applicable  or  applicable only in specific cases. The adoption of this Plan and
  the  grant  of  Awards shall not confer upon any employee any right to continued
  employment with the Corporation or any Subsidiary and shall not interfere in any
  way  with  the  right  of  the  Corporation  or  any Subsidiary to terminate the
  employment  of  any  of  its  employees  at  any  time.
  
  (d)  TRADING  POLICY  RESTRICTIONS.  Sale of Stock acquired pursuant to an Award
  under  the  Plan  shall  be  subject  to  such  Corporation's
  insider-trading-policy-related  restrictions  as  established by the Corporation
  from  time, terms and conditions as may be established by the Administrator from
  time to time, or in accordance with policies set by the Administrator, from time
  to  time.
  
  (e)  INDEMNIFICATION  OF  THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect
  to administration of this Plan, the Corporation shall indemnify each present and
  future  member  of  the  Committee  and the Board of Directors against, and each
  member  of  the  Committee  and the Board of Directors shall be entitled without
  further  act  on  his  part  to indemnity from the Corporation for, all expenses
  (including  attorney's  fees, 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  Corporation  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 Committee
  and/or  the  Board  of Directors, whether or  not he continues to be a member of
  the  Committee  and/or  the  Board  of  Directors  at  the time of incurring the
  expenses, including, without limitation, matters as to which he shall be finally
  adjudged  in  any  action,  suit  or  proceeding to have been found to have been
  negligent  in  the  performance  of his duty as a member of the Committee or the
  Board  of  Directors.  However,  this  indemnity  shall not include any expenses
  incurred by any member of the Committee and/or the Board of Directors in respect
  of  matters  as  to  which  he  shall be finally adjudged in any action, suit or
  proceeding  to have been guilty of gross negligence or willful misconduct in the
  performance of his duty as a member of the Committee and the Board of Directors.
  In  addition,  no right of indemnification under this Plan shall be available to
  or enforceable by any member of the Committee and the Board of Directors unless,
  within  60  days  after  institution of any action, suit or proceeding, he shall
  have  offered  the  Corporation the opportunity to handle and defend same at its
  own  expense.  The  failure  to notify the Corporation within 60 days shall only
  affect a Director or committee member's right to indemnification if said failure
  to notify results in an impairment of the Corporation's rights or is detrimental
  to  the Corporation. This right of indemnification shall inure to the benefit of
  the  heirs,  executors or administrators of each member of the Committee and the
  Board  of  Directors  and  shall  be  in addition to all other rights to which a
  member  of  the Committee and the Board of Directors may be entitled as a matter
  of  law,  contract,  or  otherwise.
  
  <PAGE>
  
  (f)  GENDER. If the context requires, words of one gender when used in this Plan
  shall  include the others and words used in the singular or plural shall include
  the  other.
  
  (g)  HEADINGS. Headings of Articles and Sections are included for convenience of
  reference  only  and do not constitute part of the Plan and shall not be used in
  construing  the  terms  of  the  Plan.
  
  (h)  OTHER  COMPENSATION  PLANS.  The adoption of this Plan shall not affect any
  other  compensation  or  benefit  plans  in  effect  for  the Corporation or any
  Affiliate,  nor  shall  the  Plan preclude the Corporation from establishing any
  other forms of compensation, including a stock option plan, for employees of the
  Corporation  or  any  Affiliate.
  
  (i)  OTHER  AWARDS.  The  grant  of  Stock  or  Awards shall not confer upon the
  Eligible  Person  the right to receive any future or other Stock or Awards under
  this  Plan,  whether or not Stock or Awards may be granted to similarly situated
  Eligible  Persons,  or the right to receive future Stock or Awards upon the same
  terms  or  conditions  as  previously  granted.
  
                                     SECTION 13.
                                     ----------
  
                               EFFECTIVE DATE OF PLAN
  
  The Plan shall become effective immediately on adoption by the board of
  directors of the Corporation (the "Board").
  
                                     SECTION 14.
                                     -----------
  
                                    GOVERNING LAW
  
  This Plan and all Awards and actions taken there under shall be governed by, and
  construed  in  accordance with, the laws of the State of Nevada, applied without
  regard  to  conflict  of  law  principles.
  
  <PAGE>
  
  
                                    EXHIBIT 99.1
  
                           Opinion of Joseph I. Emas, P.A.
  
  
  February 18, 2004
  Columbia Bakeries, Inc.
  310 Clematis Street
  Suite 526
  West Palm Beach FL 33401
  
  
  Re:      Registration Statement on Form S-8
  
  Ladies and Gentlemen:
  
            You  have  requested  my  opinion  with  respect  to the shares of the
  Company's common stock, par value $.001 per share (the "Common Stock"), included
  in  the  Registration Statement on Form S-8 (the "Form S-8") filed with the U.S.
  Securities  and  Exchange  Commission pursuant to the Securities Act of 1933, as
  amended  (the  "Securities  Act").
  
           As  special  counsel  to  the  Company, I have examined the original or
  certified  copies  of  such  records  of  the  Company,  and  such  agreements,
  certificates of public officials, certificates of officers or representatives of
  the  Company  and  others,  and  such  other  documents  as  I deem relevant and
  necessary for the opinions expressed in this letter. In such examination, I have
  assumed  the  genuineness  of  all  signatures  on  original  documents, and the
  conformity  to  original documents of all copies submitted to me as conformed or
  photostatic copies. As to various questions of fact material to such opinions, I
  have  relied upon statements or certificates of officials and representatives of
  the  Company  and  others.
  
           Based  on,  and subject to the foregoing, I are of the opinion that the
  shares  of  Common  Stock  being registered in the Form S-8 will, once issued as
  contemplated  under  the  Form S-8, shall have been duly and validly issued, and
  shall  be  fully  paid  and  non-assessable.
  
           In  rendering this opinion, I advise you that I am a member the Bars of
  the  States  of  Florida,  New York and New Jersey and express no opinion herein
  concerning  the  applicability  or effect of any laws of any other jurisdiction,
  except  the  securities laws of the United States of America referred to herein.
  
           This  opinion  has  been  prepared and is to be construed in accordance
  with  the  Report  on  Standards  for  Florida Opinions, dated April 8, 1991, as
  amended  and supplemented, issued by the Business Law Section of The Florida Bar
  (the  "Report").  The  Report  is  incorporated  by reference into this opinion.
  
           I  hereby  consent  to  the filing of this opinion as an exhibit to the
  Form  S-8.  In  giving  such  consent, I do not thereby admit that I am included
  within  the category of persons whose consent is required under Section 7 of the
  Securities  Act,  or  the  rules  and  regulations  promulgated  thereunder.
  
       Very  truly  yours,
  
  
       Joseph I. Emas, P.A.
  
       By: \S\ Joseph I. Emas
           -----------------------
            Joseph I. Emas, P.A.
  
  <PAGE>
  
                                    EXHIBIT 99.2
  
                         Consent of Beckstead and Watts, LLP
  
                              Beckstead and Watts, LLP
                                  -----------------
                             Certified Public Accountant
                               3340 Wynn Road, Ste. B
                                 Las Vegas, NV 89102
                                    702.257.1984
                                  702.362.0540 fax
  
  February 18, 2004
  
  Securities and Exchange Commission
  Washington, DC  20549
  
  Ladies and Gentlemen:
  
  We  hereby  consent  to the reference of our firm under the caption "Experts" in
  the Registration Statement (Form S-8) which registers an aggregate of 50,000,000
  shares  of Common Stock for Columbia Bakeries, Inc. under the Columbia Bakeries,
  Inc.,  "2004  Equity  Compensation  Plan"  and to the incorporation by reference
  therein  of  our  report  dated  May  14,  2003,  with  respect to the financial
  statements  of  the  Company  included  in  its annual report for the year ended
  December  31,  2002  and  the quarterly reports filed with the US Securities and
  Exchange  Commission.
  
  Sincerely,
  
  
  
  /s/ Beckstead and Watts, LLP
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 62385}]
metadata_filer: {"company-data": {"conformed-name": "COLUMBIA BAKERIES INC", "cik": "0001081748", "assigned-sic": "7389", "irs-number": "880406874", "state-of-incorporation": "NV"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112954", "film-number": "04616265"}, "business-address": {"street1": "2078 PROSPECTER AVE", "city": "PARK CITY", "state": "UT", "zip": "84060", "phone": "4356550856"}, "mail-address": {"street1": "2078 PROSPECTER AVE", "city": "PARK CITY", "state": "UT", "zip": "84060"}, "former-company": {"former-conformed-name": "ECOM CORP", "date-changed": "19990712"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               Columbia Bakeries, Inc.
                                  ----------------
               (Exact name of Registrant as specified in its charter)
  
                                       0-26701
                                 -------------------
                                 Commission File No.
  
                    Nevada                                      88-0406874
                  -----------                               ----------------
  (State or other jurisdiction of organization)     (I.R.S. Employer incorporation
                                                          or Identification No.)
  
              319 Clematis Street, Suite 526, West Palm Beach, FL 33401
                   -----------------------------------------------
                      (Address of Principal Executive Offices)
  
                            2004 EQUITY COMPENSATION PLAN
              --------------------------------------------------------
                                (full title of plan)
  
                                Joseph I. Emas, P.A.
                     1224 Washington Ave, Miami Beach, FL 33139
                       ---------------------------------------
                       (Name and Address of Agent for service)
  
                                   (305) 531-1174
            (Telephone number, including area code, of agent for service)
  CALCULATION OF REGISTRATON FEE
  
  TITLE OF          AMOUNT TO BE   PROPOSED          PROPOSED          REGISTRATION
  SECURITIES TO     REGISTERED(1)  MAXIMUM           AGGREGATE         FEE
  BE REGISTERED                    OFFERING PRICE    PRICE
                                   PER SHARE(2)
  Common stock,     50,000,000     $     0.008         $  400,000       $  50.68
  ..0001 par value
  (1)  Represents  additional  50,000,000  shares  of  common  stock issuable
  pursuant  to  the  Registrant's 2004 Equity Compensation Plan. In the event of a
  stock  split,  stock  dividend or similar transaction involving the Registrant's
  common  stock,  in  order  to  prevent dilution, the number of shares registered
  shall  be  automatically  increased to cover the additional shares in accordance
  with  Rule  416(a)  under  the  Securities  Act  of  1933.
  
       (2)  Estimated  solely  for  the  purpose  of calculating the amount of the
  registration  fee,  pursuant to Rules 457(c) and 457(h) of the Securities Act of
  1933,  on  the  basis  of  the  average of the high and low prices for shares of
  common  stock  on  the  Over-the-Counter  Bulletin  Board  on February 17, 2004.
  EXPLANATORY NOTE
  
       This  Registration  Statement  has  been  prepared  in  accordance with the
  requirements  of  Form  S-8  to  register  50,000,000 shares of the Registrant's
  common  stock,  $.001  par  value  ("Common  Stock"),  issuable  pursuant to the
  Registrant's  2004  Equity  Compensation  Plan.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
       The  documents  containing the information specified in Part I will be sent
  or  given  to  employees as specified by Rule 428(b)(1) of the Securities Act of
  1933, as amended (the "Securities Act"). Such documents are not being filed with
  the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
  Registration  Statement or as prospectuses or prospectus supplements pursuant to
  Rule 424 of the Securities Act. Such documents and the documents incorporated by
  reference  in  this Registration Statement pursuant to Item 3 of Part II hereof,
  taken  together,  constitute a prospectus that meets the requirements of Section
  10(a)  of  the  Securities  Act.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents are incorporated by reference into this
  Registration Statement:
  
       1.The Registrant's Annual Report on Form 10-KSB for the year ended December
  31,  2002,  as  filed  with  the  Securities  and  Exchange  Commission  (the
  "Commission");
  
       2.The  Registrant's  Quarterly  Report  on Form 10-QSB for the period ended
  March  31,  2003,  as  filed  with  the  Securities  and  Exchange  Commission;
  
       3.The  Registrant's  Quarterly  Report  on Form 10-QSB for the period ended
  June  30,  2003,  as  filed  with  the  Securities  and  Exchange  Commission;
  
       4.  The  Registrant's  Quarterly Report on Form 10-QSB for the period ended
  September  30,  2003  as  filed  with  the  Securities  and Exchange Commission.
  
       5.  The  Registrant's  Form  8-K  dated February 10, 2004 as filed with the
  Securities  and  Exchange  Commission.
  
  All  documents  subsequently  filed  with the SEC by the Registrant pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
  post-effective amendment which indicates that all securities offered herein have
  been  sold  or  which deregisters all securities then remaining unsold, shall be
  deemed  to be incorporated by reference in this Registration Statement and to be
  a part hereof from the date of filing of such documents. Any statement contained
  in  a  document  incorporated  or  deemed to be incorporated by reference herein
  shall  be  deemed to be modified or superseded for 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 by
  reference  herein  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
  
           Not Applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section  78.7502  of  Nevada  Revised Statutes provides as follows with
  respect  to  indemnification  of  directors  and  officers:
  
  NRS  78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
  EMPLOYEES  AND  AGENTS:  GENERAL  PROVISIONS.
  
  A corporation may indemnify any person who was or is a party or is threatened to
  be  made  a  party  to  any  threatened,  pending  or  completed action, suit or
  proceeding,  whether civil, criminal, administrative or investigative, except an
  action  by  or in the right of the corporation, by reason of the fact that he is
  or  was  a director, officer, employee or agent of the corporation, or is or was
  serving  at  the  request of the corporation as a director, officer, employee or
  agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
  enterprise,  against  expenses,  including attorneys' fees, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with  the  action,  suit or proceeding if he acted in good faith and in a manner
  which  he  reasonably  believed to be in or not opposed to the best interests of
  the  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable  cause  to  believe  his conduct was unlawful. The termination of any
  action,  suit or proceeding by judgment, order, settlement, conviction or upon a
  plea  of  nolo  contendere  or  its  equivalent,  does  not, of itself, create a
  presumption  that  the person did not act in good faith and in a manner which he
  reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
  corporation, and that, with respect to any criminal action or proceeding, he had
  reasonable  cause  to  believe  that  his  conduct  was  unlawful.
  
  A corporation may indemnify any person who was or is a party or is threatened to
  be  made a party to any threatened, pending or completed action or suit by or in
  the right of the corporation to procure a judgment in its favor by reason of the
  fact  that  he  is  or  was  a  director,  officer,  employee  or  agent  of the
  corporation,  or  is  or  was  serving  at  the  request of the corporation as a
  director,  officer, employee or agent of another corporation, partnership, joint
  venture,  trust  or other enterprise against expenses, including amounts paid in
  settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
  connection  with  the defense or settlement of the action or suit if he acted in
  good  faith and in a manner which he reasonably believed to be in or not opposed
  to  the  best  interests of the corporation. Indemnification may not be made for
  any  claim,  issue  or  matter  as to which such a person has been adjudged by a
  court  of  competent jurisdiction, after exhaustion of all appeals therefrom, to
  be  liable  to  the  corporation  or  for  amounts  paid  in  settlement  to the
  corporation, unless and only to the extent that the court in which the action or
  suit  was  brought  or  other  court  of  competent jurisdiction determines upon
  application  that  in  view  of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper.
  
  To  the  extent that a director, officer, employee or agent of a corporation has
  been  successful  on  the  merits or otherwise in defense of any action, suit or
  proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
  or  matter  therein,  the  corporation  shall  indemnify  him  against expenses,
  including attorneys' fees, actually and reasonably incurred by him in connection
  with  the  defense.
  
  When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes
  provides  as follows with respect to the authorization required to carry out the
  indemnification:
  NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
  OF  EXPENSES;  LIMITATION  ON  INDEMNIFICATION  AND  ADVANCEMENT  OF  EXPENSES.
  
  Any discretionary indemnification under NRS 78.7502 unless ordered by a court or
                                          -----------
  advanced  pursuant  to  subsection  2,  may  be  made by the corporation only as
  authorized in the specific case upon a determination that indemnification of the
  director,  officer,  employee  or  agent  is  proper  in  the circumstances. The
  determination  must  be  made:
  
  (a)  By  the  stockholders;
  
  (b)  By  the  board  of  directors  by  majority  vote of a quorum consisting of
  directors  who  were  not  parties  to  the  action,  suit  or  proceeding;
  
  (c)  If a majority vote of a quorum consisting of directors who were not parties
  to  the  action, suit or proceeding so orders, by independent legal counsel in a
  written  opinion;  or
  
  (d) If a quorum consisting of directors who were not parties to the action, suit
  or  proceeding  cannot  be  obtained,  by independent legal counsel in a written
  opinion.
  
  The  articles  of  incorporation,  the  bylaws  or  an  agreement  made  by  the
  corporation  may provide that the expenses of officers and directors incurred in
  defending  a  civil  or  criminal action, suit or proceeding must be paid by the
  corporation  as they are incurred and in advance of the final disposition of the
  action,  suit  or  proceeding, upon receipt of an undertaking by or on behalf of
  the  director or officer to repay the amount if it is ultimately determined by a
  court of competent jurisdiction that he is not entitled to be indemnified by the
  corporation.  The  provisions  of  this  subsection  do not affect any rights to
  advancement  of  expenses  to  which corporate personnel other than directors or
  officers  may  be  entitled  under  any  contract  or  otherwise  by  law.
  
  3. The indemnification and advancement of expenses authorized in or ordered by a
  court  pursuant  to  this  section:
  
  (a)  Does not exclude any other rights to which a person seeking indemnification
  or  advancement  of expenses may be entitled under the articles of incorporation
  or  any  bylaw,  agreement,  vote  of stockholders or disinterested directors or
  otherwise, for either an action in his official capacity or an action in another
  capacity  while  holding his office, except that indemnification, unless ordered
  by  a  court  pursuant  to  NRS  78.7502 or for the advancement of expenses made
                              ------------
  pursuant  to  subsection  2,  may not be made to or on behalf of any director or
  officer  if a final adjudication establishes that his acts or omissions involved
  intentional misconduct, fraud or a knowing violation of the law and was material
  to  the  cause  of  action.
  
  (b) Continues for a person who has ceased to be a director, officer, employee or
  agent  and  inures  to the benefit of the heirs, executors and administrators of
  such  a  person.
  
  Our  Bylaws  provide  that  we  must  indemnify  any  director or officer of our
  corporation  to  the  full extent permitted by applicable law as then in effect,
  against liability arising out of a proceeding to which the individual was made a
  party  because  he or she is or was a director or officer of our corporation. We
  will  advance  expenses  incurred  by  a director or officer who is a party to a
  proceeding in advance of final disposition of the proceeding, as provided by our
  Bylaws.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  ITEM 8. EXHIBITS.
  5.1  Opinion  of  Joseph  I.  Emas,  P.A.
  10.1 2004 Equity Compensation Plan
  23.1 Consent  of  Joseph  I.  Emas,  P.A  (included  in  Exhibit  5)
  23.2 Consent of Beckstead and Watts, LLP
  
  ITEM 9. UNDERTAKINGS
  
           The undersigned Registrant hereby undertakes:
  
       1.  To  file,  during any period in which offers or sales are being made, a
  post-effective  amendment  to  this  Registration  Statement: (a) to include any
  prospectus  required  by  Section  10(a)(3)  of  the  Securities Act of 1933, as
  amended;  (b) to reflect in the prospectus any facts or events arising after the
  effective  date of the Registration Statement (or the most recent post-effective
  amendment  hereof),  which,  individually  or  in  the  aggregate  represent  a
  fundamental  change  in the information set forth in the Registration Statement.
  Notwithstanding  the foregoing, any increase or decrease in volume of securities
  offered  (if  the total dollar value of securities offered would not exceed that
  which  was  registered)  and  any  deviation  from  the  low  or high end of the
  estimated  maximum  offering  range  may  be reflected in the form of prospectus
  filed  with  the  Commission  pursuant  to Rule 424(b) if, in the aggregate, the
  changes  in  volume and price represent no more than a 20% change in the maximum
  aggregate  offering  price  set  forth  in the "Calculation of Registration Fee"
  table  in  the effective Registration Statement; and (c) To include any material
  information with respect to the plan of distribution not previously disclosed in
  the  Registration  Statement  or  any material change to such information in the
  Registration  Statement;  PROVIDED, HOWEVER, that paragraphs 1(a) and 1(b) shall
  not  apply  if  the  information  required  to  be  included in a post-effective
  amendment  by  those  paragraphs  is  contained in periodic reports filed by the
  Registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
  incorporated  by  reference  in  the  Registration  Statement.
  
       2.  That, for the purpose of determining any liability under the Securities
  Act  of  1933, as amended, each such post-effective amendment shall be deemed to
  be  a new registration statement relating to the securities offered therein, and
  the  offering  of such securities at that time shall be deemed to be the initial
  bona  fide  offering  thereof.
  
       3.  To  remove from registration by means of a post-effective amendment any
  of the securities being registered which remain unsold at the termination of the
  offering.  The  undersigned  Registrant  hereby undertakes that, for purposes of
  determining  any  liability  under  the Securities Act of 1933, as amended, 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 of 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. Insofar as indemnification for liabilities arising under
  the  Securities  Act of 1933, as amended may be permitted to directors, officers
  and  controlling persons of the Registrant pursuant to the foregoing provisions,
  or  otherwise,  the  Registrant  has  been  advised  that  in the opinion of the
  Commission  such  indemnification  is  against public policy as expressed in the
  Securities  Act  of  1933,  as  amended 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 the 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 or appropriate jurisdiction the question whether
  such  indemnification  by  it  is  against  public  policy  as  expressed in the
  Securities  Act  of  1933,  as  amended  and  will  be  governed  by  the  final
  adjudication  of  such  issue.
  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,  on  February  18,  2004.
  
            Columbia Bakeries, Inc.
  
            By:/s/ Frank Speight
               ------------------------
               President & CEO
  
           Pursuant to the Requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  Signature                     Title               Date
  ---------                     -----               ----
  
  /s/ Frank Speight          President & CEO       February 18, 2004
  
  /s/Randall S. Goulding     Secretary Treasurer   February 18, 2004
  EXHIBIT 10.1
  
                               COLUMBIA BAKERIES, INC.
  
                            2004 EQUITY COMPENSATION PLAN
  
  Columbia  Bakeries,  Inc.,  a  Nevada  corporation,  (the "Corporation"), hereby
  adopts this Equity Compensation Plan (the "Plan"), under which Stock Awards, and
  Common  Stock  in Lieu of Cash Compensation Awards ("Awards") of the Corporation
  may  be granted from time to time to employees, directors and consultants of the
  Corporation  or  its  subsidiaries,  if  any.
  
                                     SECTION 1.
                                     ----------
  
                      GENERAL PURPOSE OF THE PLAN; DEFINITIONS
  
  The  Plan  is  intended  to  aid the Corporation in maintaining and developing a
  management  team,  attracting  qualified  officers  and  employees  capable  of
  assisting  in  the  future  success  of  the  Corporation,  and  rewarding those
  individuals  who  have  contributed  to  the  success  of the Corporation. It is
  designed  to  aid  the  Corporation  in retaining the services of executives and
  employees  and in attracting new personnel when needed for future operations and
  growth  and  to  provide such personnel with an incentive to remain employees of
  the  Corporation,  to  use  their  best  efforts  to  promote the success of the
  Corporation's  business,  and  to  provide them with an opportunity to obtain or
  increase  a  proprietary  interest  in  the  Corporation. It is also designed to
  permit  the Corporation to reward those individuals who are not employees of the
  Corporation  but  who  are  perceived by management as having contributed to the
  success  of  the  Corporation or who are important to the continued business and
  operations  of  the  Corporation. The above aims will be effectuated through the
  granting  awards,  subject  to  the  terms  and  conditions  of  this  Plan.
  
  Stock  granted  pursuant  to  this  Plan, may be registered on Form S-8 or other
  appropriate  form  of  registration  statement.
  
  RULE 16B-3 PLAN. The Corporation is subject to the reporting requirements of the
  Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and therefore
  the Plan is intended to comply with all applicable conditions of Rule 16b-3 (and
  all  subsequent  revisions  thereof)  promulgated under the Exchange Act. To the
  extent  any  provision  of  the  Plan or action by the Committee or the Board of
  Directors  or Committee fails to so comply, it shall be deemed null and void, to
  the  extent permitted by law and deemed advisable by the Committee. In addition,
  the  Committee or the Board of Directors may amend the Plan from time to time as
  it  deems  necessary in order to meet the requirements of any amendments to Rule
  16b-3  without  the  consent  of  the  shareholders  of  the  Corporation.
  
  EFFECTIVE DATE OF PLAN. The effective date of this Plan shall be January 1, 2004
  (the "Effective Date"). The Board of Directors shall, within one year of the
  Effective Date, submit the Plan for approval to the shareholders of the
  Corporation. The plan shall be approved by at least a majority of shareholders
  voting in person or by proxy at a duly held shareholders' meeting, or if the
  provisions of the corporate charter, by-laws or applicable state law prescribes
  a greater degree of shareholder approval for this action, the approval by the
  holders of that percentage, at a duly held meeting of shareholders.
  
  2.  DEFINITIONS.  The  following  definitions  shall  apply  to  this  Plan
  
  "Act"  means  the Securities Exchange Act of 1934, as amended from time to time.
  
  "Administrator"  is  defined  in  Section  2(a).
  "Affiliate"  means  any  parent  corporation and any subsidiary corporation. The
  term  "parent corporation" means any corporation (other than the Corporation) in
  an unbroken chain of corporations ending with the Corporation if, at the time of
  the  action  or transaction, each of the corporations other than the Corporation
  owns  stock  possessing  50%  or  more of the total combined voting power of all
  classes  of  stock  in  one  of  the  other  corporations in the chain. The term
  "subsidiary  corporation"  means any corporation (other than the Corporation) in
  an unbroken chain of corporations beginning with the Corporation if, at the time
  of  the  action  or  transaction,  each  of the corporations other than the last
  corporation in the unbroken chain owns stock possessing 50% or more of the total
  combined  voting  power of all classes of stock in one of the other corporations
  in  the  chain.
  
   "Agreement"  means,  individually  or  collectively, any agreement entered into
  pursuant  to  the  Plan  pursuant  to  which Stock are granted to a participant.
  
  "Award"  or  "Awards,"  except where referring to a particular category of grant
  under  the Plan, shall include Stock, Restricted Stock, and Common Stock in Lieu
  of  Cash  Compensation  Awards.
  
  "Board" means the Board of Directors of the Corporation as constituted from time
  to  time.
  
  "Cause"  shall mean, for purposes of whether and when a participant has incurred
  a Termination of Employment for Cause: (i) any act or omission which permits the
  Corporation  to  terminate  the  written  agreement  or  arrangement between the
  participant  and  the Corporation or a Subsidiary or Parent for Cause as defined
  in  such  agreement  or  arrangement;  or
  
  (ii) in the event there is no such agreement or arrangement or the agreement or
  arrangement  does  not  define the term "cause," then Cause shall mean an act or
  acts  of dishonesty by the participant resulting or intending to result directly
  or  indirectly  in  gain  to  or  personal  enrichment of the participant at the
  Corporation's  expense and/or gross negligence or willful misconduct on the part
  of  the  participant.
  
  "Change  in  Control"  means,  for  purposes  of  this  Plans
  
  1.     there  shall  be  consummated  (i)  any  consolidation  or  merger of the
  Corporation  in  which  the  Corporation  is  not  the  continuing  or surviving
  corporation  or pursuant to which shares of the Corporation's common stock would
  be converted into cash, securities or other property, other than a merger of the
  Corporation  in  which the holders of the Corporation's common stock immediately
  prior  to  the  merger  have  substantially  the same proportionate ownership of
  common  stock of the surviving corporation immediately after the merger; or (ii)
  any  sale,  lease, exchange or other transfer (in one transaction or a series of
  related  transactions)  of  all  or  substantially  all  of  the  assets  of the
  Corporation;  or
  
  2.     the  shareholders  of  the Corporation shall approve any plan or proposal
  for  the  liquidation  or  dissolution  of  the  Corporation
  
  "Code"  means  the  Internal Revenue Code of 1986, as amended from time to time,
  and  any  successor  Code,  and  related rules, regulations and interpretations.
  
  "Common  Stock"  or  "Stock"  means the Common Stock, par value per share of the
  Corporation whether presently or hereafter issued, or such other class of shares
  or  securities  as  to  which  the Plan may be applicable subject to adjustments
  pursuant  to  Section  3.
  
  "Common  Stock in Lieu of Cash Compensation Award" means Awards granted pursuant
  to  Section  6.
  
  "Corporation"  means  Columbia  Bakeries,  Inc.,  a  Nevada Corporation, and any
  successor  or  assignee  company  corporations into which the Corporation may be
  merged, changed or consolidated; any company for whose securities the securities
  of  the  Corporation  shall  be  exchanged;  and any assignee of or successor to
  substantially  all  of  the  assets  of  the  Corporation.
  "Director"  means any member of the Board of Directors of the Corporation or any
  Parent  or  subsidiary  of  the  Corporation  that  now  exists  or hereafter is
  organized  or  acquired  by  or  acquires  the  Corporation.
  
  "Effective  Date"  means the date on which the Plan is initially approved by the
  Board  of  Directors  as  set  forth  in  Section  13.
  
  "Eligible  Persons"  shall mean, with respect to the Plan, those persons who, at
  the  time  that an Award is granted, are (i) officers, directors or employees of
  the Corporation or Affiliate or (ii) attorneys, consultants or subcontractors of
  the  Corporation  or  affiliate.
  
  "Employee"  means  any  person  employed  on  an hourly or salaried basis by the
  Corporation  or  any  Parent or Subsidiary of the Corporation that now exists or
  hereafter  is  organized  or  acquired  by  or  acquires  the  Corporation.
  
  "Fair  Market  Value" means (i) if the Common Stock is not listed or admitted to
  trade on a national securities exchange and if bid and ask prices for the Common
  Stock  are  not  furnished  through  NASDAQ or a similar organization, the value
  established  by the Committee, in its sole discretion, for purposes of the Plan;
  (ii) if the Common Stock is listed or admitted to trade on a national securities
  exchange  or a national market system, the closing price of the Common Stock, as
  published  in  the  Wall Street Journal, so listed or admitted to trade  on such
  date  or,  if  there  is  no  trading of the Common Stock on such date, then the
  closing  price of the Common Stock on the next preceding  day on which there was
  trading  in  such shares; or (iii) if the Common Stock is not listed or admitted
  to trade on a national securities exchange or a national market system, the mean
  between the bid and ask price for the Common Stock on such date, as furnished by
  the National Association of Securities Dealers, Inc. through NASDAQ or a similar
  organization  if  NASDAQ  is no longer reporting such information. If trading in
  the  stock  or  a  price quotation does not occur on the Date of Grant, the next
  preceding  date  on  which  the  stock  was  traded  or  a price was quoted will
  determine  the  fair  market  value.
  
  "Non-Employee  Director" means a member of the Board who is not also an employee
  of the Corporation or any Subsidiary as that term is defined in Rule 16b-3 under
  the  Exchange  Act.
  
  "Plan"  means this Equity Compensation Plan as may be amended from time to time.
  
  "Stock  Award"  means  Awards  granted  pursuant  to  Section  5.
  
  "Subsidiary"  means any corporation or other entity (other than the Corporation)
  in  any  unbroken  chain  of  corporations  or other entities beginning with the
  Corporation  if  each  of  the  corporations  or  entities  (other than the last
  corporation  or  entity  in  the  unbroken  chain) owns stock or other interests
  possessing  50%  or  more  of the economic interest or the total combined voting
  power  of  all  classes  of  stock  or  other  interests  in  one  of  the other
  corporations  or  entities  in  the  chain.
  
  "Ten  Percent  Shareholder"  means  an individual who, at the time of the award,
  owns  Stock  possessing  more than 10% of the total combined voting power of all
  classes  of stock of the Corporation or of any Affiliate. An individual shall be
  considered  as  owning  the  Stock  owned, directly or indirectly, by or for his
  brothers  and  sisters  (whether by the whole or half blood), spouse, ancestors,
  and  lineal  descendants;  and  Stock owned, directly or indirectly, by or for a
  corporation,  partnership,  estate, or trust, shall be considered as being owned
  proportionately  by  or  for  its  shareholders,  partners,  or  beneficiaries.
  
  "Termination"  or "Termination of Employment" means the occurrence of any act or
  event  whether pursuant to an employment agreement or otherwise that actually or
  effectively  causes  or results in the person's ceasing, for whatever reason, to
  be  an  officer  or  employee  of the Corporation or of any Subsidiary or Parent
  including,  without  limitation,  death, disability, dismissal, severance at the
  election  of  the  participant,  retirement,  or  severance  as  a result of the
  discontinuance,  liquidation,  sale  or  transfer  by  the  Corporation  or  its
  Subsidiaries or Parent of all businesses owned or operated by the Corporation or
  its  Subsidiaries. A Termination of Employment shall occur to an employee who is
  employed  by  a  Subsidiary if the Subsidiary shall cease to be a Subsidiary and
  the  participant  shall  not  immediately  thereafter  become an employee of the
  Corporation  or  a  Subsidiary.
  "Subsidiary" means any corporation 50% or more of the voting securities of which
  are  owned  directly  or  indirectly  by  the Corporation at any time during the
  existence  of  this  Plan.
  
  In  addition,  certain other terms used in this Plan shall have the definitions
  given  to  them  in  the  first  place  in  which  they  are  used.
  
                                     SECTION 2.
                                     ---------
  
  ADMINISTRATION  OF  PLAN;  ADMINISTRATOR  AUTHORITY  TO  SELECT
  PARTICIPANTS  AND  DETERMINE  AWARDS
  
  1.  ADMINISTRATION
  
  (a)     The  Plan  shall be administered by either the entire Board of Directors
  or  a committee of not fewer than two (2) Independent Directors (in either case,
  the  "Administrator").  Each  member  of  the Committee shall be a "non-employee
  director"  within  the meaning of Rule 16b-3(b)(3)(i) promulgated under the Act,
  or  any  successor  definition  under  said  rule.
  
  (b)     If  this  Plan  is administered by the Committee, then a majority of the
  full  Committee constitutes a quorum for purposes of administering the Plan, and
  all  determinations  of the Committee shall be made by a majority of the members
  present  at  a  meeting at which a quorum is present or by the unanimous written
  consent  of  the  Committee.
  
  (c)     If no Committee has been appointed, members of the Board may vote on any
  matters  affecting  the  administration  of  the  Plan or the grant of any Stock
  pursuant  to  the  Plan, except that no such member shall act on the granting of
  Stock to himself, but such member may be counted in determining the existence of
  a  quorum  at any meeting of the Board during which action is taken with respect
  to  the  granting  of  Stock  to  him.
  
  (d)     The  interpretation  and  construction  of  the terms of the Plan by the
  Board  or  a  duly  authorized  committee  shall  be  final  and  binding on all
  participants  in  the  Plan absent a showing of demonstrable error. No member of
  the  Plan  Administrator  shall  be liable for any action taken or determination
  made  in  good  faith  with  respect  to  the  Plan.
  
  2.  POWERS OF ADMINISTRATOR. The Administrator shall have the sole and exclusive
  power  and  authority  to  grant  Awards  consistent with the terms of the Plan,
  including  the  power  and  authority:
  
  (a)     to  select  the  participants  in  this  plan;
  
  (b)     establish  the terms of the Stock granted to each participants which may
  not  be  the  same  in  each  case;
  
  (c)     determine  the  total  number  of shares of Stock to grant to a grantee,
  which  may  not  be  the  same  amount  to  each  Eligible  Person in each case;
  
  (d)     make  all  other  determinations  necessary or advisable under the Plan.
  
  (e)     The Plan Administrator has the sole and absolute discretion to determine
  whether the performance of an Eligible Person warrants an award under this Plan,
  and  to  determine  the  amount  of  the  award.
  
  The  Plan  Administrator  has full and exclusive power to construe and interpret
  this Plan, to prescribe and rescind rules and regulations relating to this Plan,
  and  take  all actions necessary or advisable for the Plan's administration. Any
  such  determination  made by the Plan Administrator will be final and binding on
  all  persons.  (d)  A  member  of  the Plan Administrator will not be liable for
  performing  any  act  or  making  any  determination  in  good  faith
  
  All  decisions  and  interpretations  of  the Administrator shall be made in the
  Administrator's  sole  and absolute discretion and shall be final and binding on
  all  persons,  including  the  Corporation  and  Plan  participants.
  SECTION 3.
                                     ----------
  
                    STOCK ISSUABLE UNDER THE PLAN; TERM OF PLAN;
                    RECAPITALIZATIONS; MERGERS; SUBSTITUTE AWARDS
  
  (a) STOCK ISSUABLE. The maximum number of shares of Stock reserved and available
  for  issuance  under  the Plan initially shall be 50,000,000 shares of Stock per
  year.  In  addition  if  any  portion  of  an  Award is forfeited, cancelled, or
  reacquired  by  the  Corporation,  satisfied  without  the  issuance of Stock or
  otherwise  terminated,  the shares of Stock underlying such portion of the Award
  shall  be  added  back  to  the shares of Stock available for issuance under the
  Plan.  Subject  to  such overall limitation, shares of Stock may be issued up to
  such maximum number pursuant to any type or types of Award. The shares available
  for  issuance  under  the Plan may be authorized but unissued shares of Stock or
  shares  of  Stock  reacquired  by  the  Corporation.
  
  (b)  TERM  OF  PLAN.  No  Awards  shall  be  made  after  January  1,  2013.
  
  (c)  RECAPITALIZATIONS.  Subject to the provisions of Section 12, if, through or
  as  a  result  of any merger, consolidation, sale of all or substantially all of
  the  assets  of  the  Corporation,  reorganization,  recapitalization,
  reclassification,  stock  dividend,  stock  split,  reverse stock split or other
  similar  transaction, the outstanding shares of Stock are increased or decreased
  or are exchanged for a different number or kind of shares or other securities of
  the  Corporation,  or  additional  shares  or  new  or different shares or other
  securities  of  the  Corporation  or  other non-cash assets are distributed with
  respect  to such shares of Stock or other securities, the Administrator may make
  an  appropriate  or proportionate adjustment in (i) the maximum number of shares
  reserved  for  issuance  under  the  Plan, (ii) the number and kind of shares or
  other  securities  subject  to  any  then outstanding Awards under the Plan, The
  adjustment  by  the  Administrator  shall  be  final, binding and conclusive. No
  fractional  shares  of  Stock  shall be issued under the Plan resulting from any
  such adjustment, but the Administrator in its discretion may make a cash payment
  in  lieu  of  fractional  shares.
  
                                     SECTION 4.
                                     ----------
  
                                     ELIGIBILITY
  
  Awards  under  the  Plan  may  be  granted to employees, including officers, and
  directors  of  the Corporation or its subsidiaries, as may be existing from time
  to  time, and to other individuals who are not employees of the Corporation, but
  performed  bona  fide  services to the Corporation, as may be deemed in the best
  interest of the Corporation by the Board or the duly authorized Committee. These
  individuals  may be referred to as consultants or key persons.  Such services to
  the  Corporation  or  a  subsidiary shall not be in connection with the offer or
  sale of securities in a capital-raising transaction. Such Awards shall be in the
  amounts, and shall have the rights and be subject to the restrictions, as may be
  determined by the Board or a duly authorized Committee, all as may be within the
  general  provisions  of  this  Plan.
  Every  Eligible  Person,  as  the  Plan  Administrator of the Corporation or any
  subsidiary  or  Parent  shall  only  be  eligible  to receive an Award if and as
  permitted by applicable law and regulations. The Plan Administrator's Award to a
  participant in any year does not require the Plan Administrator to make an Award
  to  that participant in any other year. Furthermore, the Plan Administrator make
  different  Awards to different participants. The Plan Administrator may consider
  such  factors as it deems pertinent in selecting participants and in determining
  the  amount  of  their  Stock,  including,  without  limitation;
  
  (i)  the  financial  condition  of  the  Corporation  or  its  Subsidiaries;
  
  (ii)  expected  profits  for  the  current  or  future  years;
  
  (iii)  the  contributions  of a prospective participant to the profitability or
  success  of  the  Corporation  or  its  Subsidiaries;  and
  
  (iv)  the  adequacy  of  the  prospective  participant's  other  compensation.
  
   Participants  may  include  persons to whom stock, or other benefits previously
  were  granted  under  this or another plan of the Corporation or any Subsidiary.
  
  (b) No Right of Employment. A Grantee's right, if any, to continue to serve the
  Corporation  and  its  Subsidiaries  as  an  Employee  will  not  be enlarged or
  otherwise affected by his designation as a participant under this Plan, and such
  designation  will  not  in  any way restrict the right of the Corporation or any
  Subsidiary,  as  the case may be, to terminate at any time the employment of any
  
                                     SECTION 5.
                                     ---------
  
                               RESTRICTED STOCK AWARDS
  
  (a)  NATURE OF STOCK AWARDS. A  Restricted Stock Award is an Award entitling the
  recipient  to  acquire,  at  par  value  or  such  other  higher  purchase price
  determined  by  the  Administrator,  shares of Stock, restricted under Rule 144,
  subject  to  such restrictions and conditions as the Administrator may determine
  at  the  time  of  grant.  Conditions  may be based on continuing employment (or
  other  business  relationship) and/or achievement of pre-established performance
  goals  and  objectives.  The  terms  and conditions of each Stock Award shall be
  determined  by the Administrator, and such terms and conditions may differ among
  individual  Awards  and  participants.
  
  (b)  RIGHTS  AS A STOCKHOLDER. Upon execution of the grant of a Restricted Stock
  Award  and  paying  any  applicable purchase price, a participant shall have the
  rights of a stockholder with respect to the voting of the Stock, subject to such
  terms  and  conditions  as  may  be  imposed  by  the  Administrator.
  
                                     SECTION 6.
                                     ----------
  
                  COMMON STOCK IN LIEU OF CASH COMPENSATION AWARDS
  
  (a)  GRANTS OF COMMON STOCK PAYABLE IN LIEU OF CASH. The Administrator may grant
  shares of Stock available for issuance under the Plan to an eligible participant
  in  lieu  of cash compensation earned by the participant with the consent of the
  participant,  or  under  a short- or long-term incentive plan of the Corporation
  (an  "Other  Incentive  Plan),  PROVIDED, however, that the award made under the
  Other  Incentive  Plan allows for satisfaction of such award by payment of Stock
  in  lieu  of  cash compensation. Additionally, shares of Stock may be granted if
  specified  performance  goals established by the Administrator are met, provided
  that  the  performance  goals  so  established  meet the requirements of Section
  162(m)  of  the  Code  and that the Administrator certifies that the performance
  goals  have been met. In the event of a grant of shares of Stock in lieu of cash
  compensation, such grant shall be conditioned upon the participant's irrevocable
  election to waive receipt of all or a portion of the cash compensation otherwise
  payable,  which  waiver shall constitute payment in full by such participant for
  the  shares  of  Stock  granted  in  lieu  of  such  cash  compensation.
  (b)  DATE  OF GRANT. Stock granted in lieu of cash compensation shall be granted
  to  each participant on the date the waived cash compensation would otherwise by
  paid,  provided,  however,  that with respect to a participant who is subject to
  Section 16 of the Act, if such grant date is not at least six months and one day
  from  the  date of the election, the grant shall be delayed until the date which
  is  six  months and one day from the date of the election (or the next following
  business  day,  if  such  date is not a business day) to the extent necessary to
  conform  to  the  requirements for exempt purchases under Rule 16b-3 of the Act.
  
  (c)  NUMBER  OF  SHARES.  The  number of shares of Stock granted in lieu of cash
  compensation  shall  be  determined  by  dividing  the amount of the waived cash
  compensation  by  the  Fair  Market  Value of the Stock on the date the Stock is
  granted.  Such  Stock  shall  be  granted  for  the  whole  number  of shares so
  determined;  the  value  of  any  fractional  share  shall  be  paid  in  cash.
  
                                     SECTION 7.
                                     ----------
  
                                   TAX WITHHOLDING
  
  (a) PAYMENT BY PARTICIPANT. Each participant shall, no later than the date as of
  which  the  value  of  an  Award or of any Stock or other amounts received there
  under  first  becomes  includable  in  the  gross  income of the participant for
  Federal  income  tax  purposes,  pay  to  the  Corporation, or make arrangements
  satisfactory  to  the Administrator regarding payment of, any Federal, state, or
  local  taxes  of  any  kind  required by law to be withheld with respect to such
  income.  The  Corporation and its Subsidiaries shall, to the extent permitted by
  law,  have  the  right  to  deduct  any  such taxes from any payment of any kind
  otherwise  due to the participant. The Corporation's obligation to deliver stock
  certificates to any participant is subject to and conditioned on tax obligations
  being  satisfied  by  the  participant.
  
  (b)  PAYMENT  IN  STOCK. Subject to approval by the Administrator, a participant
  may  elect  to  have  such  tax withholding obligation satisfied, in whole or in
  part,  by (i) authorizing the Corporation to withhold from shares of Stock to be
  issued  pursuant  to  any Award a number of shares with an aggregate Fair Market
  Value  (as  of  the  date  the  withholding  is effected) that would satisfy the
  withholding  amount due, or (ii) transferring to the Corporation shares of Stock
  owned by the participant with an aggregate Fair Market Value (as of the date the
  withholding  is  effected)  that  would  satisfy  the  withholding  amount  due.
  
  (c) LIABILITY OF THE COMPANY.  The Corporation that is in existence or hereafter
  comes  into existence shall not be liable to any person for any tax consequences
  expected  but  not  realized  by  any  person  due  to  the  grant  of  Stock.
  
                                     SECTION 8.
                                     ---------
  
                          TRANSFER, LEAVE OF ABSENCE, ETC.
  
  For purposes of the Plan, the following events shall not be deemed a termination
  of  employment:
  
  (a)  a  transfer  to the employment of the Corporation from a Subsidiary or from
  the  Corporation  to  a  Subsidiary,  or  from  one  Subsidiary  to  another; or
  
  (b)  an  approved  leave of absence for military service or sickness, or for any
  other  purpose  approved  by  the  Corporation,  if  the employee's right to re-
  employment is guaranteed either by a statute or by contract or under the written
  policy  pursuant  to  which  the  leave  of  absence  was  granted  or  if  the
  Administrator  otherwise  so  provides  in  writing.
  SECTION 9.
                                     ----------
  
                             AMENDMENTS AND TERMINATION
  
  The  Board  of Directors of the Corporation may amend, terminate or suspend this
  Plan  at  any time, in its sole and absolute discretion; provided, however, that
  to  the  extent required to qualify this Plan under Rule 16b-3 promulgated under
  Section  16 of the Exchange Act, no amendment that would (a) materially increase
  the number of shares of Stock that may be issued under this Plan, (b) materially
  modify the requirements as to eligibility for participation in this Plan, or (c)
  otherwise  materially  increase the benefits accruing to participants under this
  Plan,  shall  be  made  without  the approval of the Corporation's shareholders.
  Subject  to  the preceding sentence, the Board of Directors shall have the power
  to  make  any  changes  in  the  Plan  and in the regulations and administrative
  provisions  under  it  as  in  the opinion of counsel for the Corporation may be
  necessary  or  appropriate  from  time  to  time.
  
                                     SECTION 10.
                                     ----------
  
                                   STATUS OF PLAN
  
  Unless  the  Administrator  shall otherwise expressly determine in writing, with
  respect  to  the  portion  of  any  Award  which  has not been exercised and any
  payments  in cash, Stock or other consideration not received by a participant, a
  participant shall have no rights greater than those of a general creditor of the
  Corporation.  In  its  sole  discretion,  the  Administrator  may  authorize the
  creation  of  trusts or other arrangements to meet the Corporation's obligations
  to  deliver  Stock  or  make payments with respect to Awards hereunder, provided
  that  the  existence of such trusts or other arrangements is consistent with the
  foregoing  sentence.
  
                                     SECTION 11.
                                     -----------
  
                       CHANGE OF CONTROL AND MERGER PROVISIONS
  
  (a)  In  contemplation  of and subject to the consummation of a consolidation or
  merger  or  sale of all or substantially all of the assets of the Corporation in
  which  outstanding  shares  of Stock are exchanged for securities, cash or other
  property  of  an  unrelated  corporation or business entity or in the event of a
  liquidation  or  dissolution  of  the Corporation or in the event of a corporate
  reorganization of the Corporation (in each case, a "Transaction"), the Board, or
  the  board  of  directors  of  any  corporation  or  other  entity  assuming the
  obligations  of the Corporation, may, in its discretion, take any one or more of
  the  following  actions,  as to outstanding Awards: (i) provide that such Awards
  shall  be assumed or equivalent awards shall be substituted, by the acquiring or
  succeeding  corporation  or  other entity (or an affiliate thereof), and/or (ii)
  upon  written notice to the participants, provide that all Awards will terminate
  immediately  prior  to  the  consummation of the Transaction. In the event that,
  pursuant  to  clause  (ii) above, Awards will terminate immediately prior to the
  consummation  of  the  Transaction,  all vested Awards shall be fully settled in
  cash  or  in  kind  at  such  appropriate  consideration  as  determined  by the
  Administrator  in  its  sole  discretion  after  taking into account any and all
  consideration  payable  per  share  of  Stock  pursuant  to the Transaction (the
  "Transaction  Price").
  
  (b)  "Change of Control" shall be defined as an event subsequent to the adoption
  of  this Plan, by any "person," as such term is used in Sections 13(d) and 14(d)
  of the Act (other than the Corporation, any of its Subsidiaries, any "affiliate"
  or  "associate"  (as  such terms are defined in Rule 12b-2 under the Act) of the
  foregoing  persons,  or any trustee, fiduciary or other person or entity holding
  securities under any employee benefit plan or trust of the Corporation or any of
  its  Subsidiaries),  together  with  all  "affiliates" and "associates" (as such
  terms  are defined in Rule 12b-2 under the Act) of such person, who shall become
  the  "beneficial  owner"  (as such term is defined in Rule 13d-3 under the Act),
  directly  or  indirectly,  of  securities of the Corporation representing 25% or
  more  of  the  combined  voting  power  of  the  Corporation's  then outstanding
  securities having the right to vote in an election of the Corporation's Board of
  Directors  ("Voting  Securities")  (other  than as a result of an acquisition of
  securities  directly  from  the  Corporation).
  Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
  occurred  for  purposes  of  the foregoing clause (i) solely as the result of an
  acquisition  of  securities  by the Corporation which, by reducing the number of
  shares  of  Voting Securities outstanding, increases the proportionate number of
  shares  of Voting Securities beneficially owned by any person (as defined in the
  foregoing  clause  (i))  to 25% or more of the combined voting power of all then
  outstanding  Voting  Securities;  PROVIDED,  however,  that if such person shall
  thereafter  become  the  beneficial  owner  of  any  additional shares of Voting
  Securities  (other  than  pursuant  to a stock split, stock dividend, or similar
  transaction  or  as  a  result of an acquisition of securities directly from the
  Corporation),  then  a  "Change of Control" shall be deemed to have occurred for
  purposes  of  the  foregoing  clause.
  
                                     SECTION 12.
                                     -----------
  
                                 GENERAL PROVISIONS
  
  (a)  NO  DISTRIBUTION; COMPLIANCE WITH LEGAL REQUIREMENTS. The Administrator may
  require  each  person  acquiring  Stock pursuant to an Award to represent to and
  agree  with  the Corporation in writing that such person is acquiring the shares
  without  a  view  to  distribution  thereof.  No shares of Stock shall be issued
  pursuant  to  an  Award  until all applicable securities law and other legal and
  stock  exchange  or  similar requirements have been satisfied. The Administrator
  may  require  the  placing  of  such  stop  orders  and  restrictive  legends on
  certificates  for  Stock  and  Awards,  as  it  deems  appropriate.
  
  (b)  DELIVERY  OF  STOCK  CERTIFICATES.  Stock  certificates  to be delivered to
  participants under this Plan shall be deemed delivered for all purposes when the
  Corporation  or a stock transfer agent of the Corporation shall have mailed such
  certificates  in  the  United  States mail, addressed to the participant, at the
  participant's  last  known  address  on  file  with  the  Corporation.
  
  (c)  OTHER COMPENSATION ARRANGEMENTS; NO EMPLOYMENT RIGHTS. Nothing contained in
  this Plan shall prevent the Board from adopting other or additional compensation
  arrangements,  including  trusts,  and such arrangements may be either generally
  applicable  or  applicable only in specific cases. The adoption of this Plan and
  the  grant  of  Awards shall not confer upon any employee any right to continued
  employment with the Corporation or any Subsidiary and shall not interfere in any
  way  with  the  right  of  the  Corporation  or  any Subsidiary to terminate the
  employment  of  any  of  its  employees  at  any  time.
  
  (d)  TRADING  POLICY  RESTRICTIONS.  Sale of Stock acquired pursuant to an Award
  under  the  Plan  shall  be  subject  to  such  Corporation's
  insider-trading-policy-related  restrictions  as  established by the Corporation
  from  time, terms and conditions as may be established by the Administrator from
  time to time, or in accordance with policies set by the Administrator, from time
  to  time.
  
  (e)  INDEMNIFICATION  OF  THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect
  to administration of this Plan, the Corporation shall indemnify each present and
  future  member  of  the  Committee  and the Board of Directors against, and each
  member  of  the  Committee  and the Board of Directors shall be entitled without
  further  act  on  his  part  to indemnity from the Corporation for, all expenses
  (including  attorney's  fees, 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  Corporation  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 Committee
  and/or  the  Board  of Directors, whether or  not he continues to be a member of
  the  Committee  and/or  the  Board  of  Directors  at  the time of incurring the
  expenses, including, without limitation, matters as to which he shall be finally
  adjudged  in  any  action,  suit  or  proceeding to have been found to have been
  negligent  in  the  performance  of his duty as a member of the Committee or the
  Board  of  Directors.  However,  this  indemnity  shall not include any expenses
  incurred by any member of the Committee and/or the Board of Directors in respect
  of  matters  as  to  which  he  shall be finally adjudged in any action, suit or
  proceeding  to have been guilty of gross negligence or willful misconduct in the
  performance of his duty as a member of the Committee and the Board of Directors.
  In  addition,  no right of indemnification under this Plan shall be available to
  or enforceable by any member of the Committee and the Board of Directors unless,
  within  60  days  after  institution of any action, suit or proceeding, he shall
  have  offered  the  Corporation the opportunity to handle and defend same at its
  own  expense.  The  failure  to notify the Corporation within 60 days shall only
  affect a Director or committee member's right to indemnification if said failure
  to notify results in an impairment of the Corporation's rights or is detrimental
  to  the Corporation. This right of indemnification shall inure to the benefit of
  the  heirs,  executors or administrators of each member of the Committee and the
  Board  of  Directors  and  shall  be  in addition to all other rights to which a
  member  of  the Committee and the Board of Directors may be entitled as a matter
  of  law,  contract,  or  otherwise.
  (f)  GENDER. If the context requires, words of one gender when used in this Plan
  shall  include the others and words used in the singular or plural shall include
  the  other.
  
  (g)  HEADINGS. Headings of Articles and Sections are included for convenience of
  reference  only  and do not constitute part of the Plan and shall not be used in
  construing  the  terms  of  the  Plan.
  
  (h)  OTHER  COMPENSATION  PLANS.  The adoption of this Plan shall not affect any
  other  compensation  or  benefit  plans  in  effect  for  the Corporation or any
  Affiliate,  nor  shall  the  Plan preclude the Corporation from establishing any
  other forms of compensation, including a stock option plan, for employees of the
  Corporation  or  any  Affiliate.
  
  (i)  OTHER  AWARDS.  The  grant  of  Stock  or  Awards shall not confer upon the
  Eligible  Person  the right to receive any future or other Stock or Awards under
  this  Plan,  whether or not Stock or Awards may be granted to similarly situated
  Eligible  Persons,  or the right to receive future Stock or Awards upon the same
  terms  or  conditions  as  previously  granted.
  
                                     SECTION 13.
                                     ----------
  
                               EFFECTIVE DATE OF PLAN
  
  The Plan shall become effective immediately on adoption by the board of
  directors of the Corporation (the "Board").
  
                                     SECTION 14.
                                     -----------
  
                                    GOVERNING LAW
  
  This Plan and all Awards and actions taken there under shall be governed by, and
  construed  in  accordance with, the laws of the State of Nevada, applied without
  regard  to  conflict  of  law  principles.
  EXHIBIT 99.1
  
                           Opinion of Joseph I. Emas, P.A.
  
  February 18, 2004
  Columbia Bakeries, Inc.
  310 Clematis Street
  Suite 526
  West Palm Beach FL 33401
  
  Re:      Registration Statement on Form S-8
  
  Ladies and Gentlemen:
  
            You  have  requested  my  opinion  with  respect  to the shares of the
  Company's common stock, par value $.001 per share (the "Common Stock"), included
  in  the  Registration Statement on Form S-8 (the "Form S-8") filed with the U.S.
  Securities  and  Exchange  Commission pursuant to the Securities Act of 1933, as
  amended  (the  "Securities  Act").
  
           As  special  counsel  to  the  Company, I have examined the original or
  certified  copies  of  such  records  of  the  Company,  and  such  agreements,
  certificates of public officials, certificates of officers or representatives of
  the  Company  and  others,  and  such  other  documents  as  I deem relevant and
  necessary for the opinions expressed in this letter. In such examination, I have
  assumed  the  genuineness  of  all  signatures  on  original  documents, and the
  conformity  to  original documents of all copies submitted to me as conformed or
  photostatic copies. As to various questions of fact material to such opinions, I
  have  relied upon statements or certificates of officials and representatives of
  the  Company  and  others.
  
           Based  on,  and subject to the foregoing, I are of the opinion that the
  shares  of  Common  Stock  being registered in the Form S-8 will, once issued as
  contemplated  under  the  Form S-8, shall have been duly and validly issued, and
  shall  be  fully  paid  and  non-assessable.
  
           In  rendering this opinion, I advise you that I am a member the Bars of
  the  States  of  Florida,  New York and New Jersey and express no opinion herein
  concerning  the  applicability  or effect of any laws of any other jurisdiction,
  except  the  securities laws of the United States of America referred to herein.
  
           This  opinion  has  been  prepared and is to be construed in accordance
  with  the  Report  on  Standards  for  Florida Opinions, dated April 8, 1991, as
  amended  and supplemented, issued by the Business Law Section of The Florida Bar
  (the  "Report").  The  Report  is  incorporated  by reference into this opinion.
  
           I  hereby  consent  to  the filing of this opinion as an exhibit to the
  Form  S-8.  In  giving  such  consent, I do not thereby admit that I am included
  within  the category of persons whose consent is required under Section 7 of the
  Securities  Act,  or  the  rules  and  regulations  promulgated  thereunder.
  
       Very  truly  yours,
  
       Joseph I. Emas, P.A.
  
       By: \S\ Joseph I. Emas
           -----------------------
            Joseph I. Emas, P.A.
  EXHIBIT 99.2
  
                         Consent of Beckstead and Watts, LLP
  
                              Beckstead and Watts, LLP
                                  -----------------
                             Certified Public Accountant
                               3340 Wynn Road, Ste. B
                                 Las Vegas, NV 89102
                                    702.257.1984
                                  702.362.0540 fax
  
  February 18, 2004
  
  Securities and Exchange Commission
  Washington, DC  20549
  
  Ladies and Gentlemen:
  
  We  hereby  consent  to the reference of our firm under the caption "Experts" in
  the Registration Statement (Form S-8) which registers an aggregate of 50,000,000
  shares  of Common Stock for Columbia Bakeries, Inc. under the Columbia Bakeries,
  Inc.,  "2004  Equity  Compensation  Plan"  and to the incorporation by reference
  therein  of  our  report  dated  May  14,  2003,  with  respect to the financial
  statements  of  the  Company  included  in  its annual report for the year ended
  December  31,  2002  and  the quarterly reports filed with the US Securities and
  Exchange  Commission.
  
  Sincerely,
  
  /s/ Beckstead and Watts, LLP