content: As  filed  with  the  Securities  and  Exchange  Commission  on January 16, 2004
  
                                                   Registration No. 333-
                                                                        ----------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                                --------------------
                                      FORM S-8
                               Registration Statement
                          Under the Securities Act of 1933
                                --------------------
                        CASCADE MOUNTAIN MINING COMPANY, INC.
               (Exact name of Registrant as specified in its charter)
  
             Nevada                                        95-4886472
  (State or other jurisdiction             (I.R.S. Employer Identification Number)
  of incorporation or organization)
  
  601 Union Street, 42nd Floor, Seattle, Washington           98101
     (Address of principal executive offices)               (Zip code)
  
        Cascade Mountain Mining Company, Inc. Year 2003 Stock Incentive Plan
                              (Full Title of the Plans)
                                --------------------
  
                               Wayne Barrington Daley
                              Chief Executive Officer
                            601 Union Street, 42nd Floor
                              Seattle, Washington 98101
                                   (206) 652-3280
  (Name, address, and telephone number, including area code, of agent for service)
  
                                      copy to:
                                Cavas S. Pavri, Esq.
                              Brewer & Pritchard, P.C.
                             Three Riverway, 18th Floor
                                Houston, Texas 77056
                                Phone (713) 209-2950
                                 Fax (713) 659-5302
                                --------------------
  
  <TABLE>
  <CAPTION>
  
  CALCULATION OF REGISTRATION FEE
  
      TITLE OF                               PROPOSED MAXIMUM  PROPOSED MAXIMUM  AMOUNT OF
  SECURITIES TO BE            AMOUNT BEING    OFFERING PRICE      AGGREGATE     REGISTRATION
     REGISTERED                REGISTERED(1)   PER SHARE(2)   OFFERING PRICE(2)     FEE
  ------------------------   --------------  -------------  ------------------    ------
  <S>                       <C>             <C>            <C>                 <C>
  ======================================================================================
  Common Stock, par value
  ..001 per share. . . . .      50,000,000  $        0.02  $        1,000,000      $80.90
  ------------------------   --------------  -------------  ------------------     ------
     TOTAL                                                                      $  80.90
  =======================================================================================
  
  <FN>
  
  
  (1)  Pursuant  to  Rule  416  under  the Securities Act of 1933, as amended, the
       number  of shares of the issuer's Common Stock registered hereunder will be
       adjusted  in  the  event  of  stock  splits,  stock  dividends  or  similar
       transactions.
  (2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
       registration  fee  pursuant  to Rule 457(h), on the basis of the average of
       the  bid  and  asked  prices  of  the  Common  Stock as reported by the OTC
       Bulletin  Board  on  January  13,  2004.
  </TABLE>
  
  
  <PAGE>
  
                        CASCADE MOUNTAIN MINING COMPANY, INC.
  
                         REGISTRATION STATEMENT ON FORM S-8
  
                                       PART I
                       INFORMATION NOT REQUIRED IN PROSPECTUS
  
                                  EXPLANATORY NOTE
  
       This Form S-8 Registration Statement relates to 50,000,000 shares of our
  common stock that may be issued under our Year 2003 Stock Incentive Plan.  The
  documents containing information specified by Part I of this Registration
  Statement will be delivered to participants in the plan as specified in Rule
  428(b)(1) promulgated by the Securities and Exchange Commission under the
  Securities Act of 1933, as amended.  These documents do not need to be filed
  with the Commission but constitute (along with the documents incorporated by
  reference into this Registration Statement pursuant to Item 3 of Part II of this
  Registration Statement) a prospectus that meets the requirements of Section
  10(a) of the Securities Act of 1933.
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
  
       We have filed the following documents with the Securities and Exchange
  Commission and these documents are incorporated in this Form S-8 by reference:
  
       1.     Our annual report on Form 10-KSB for the fiscal year ended December
  31, 2002;
  
       2.     Our quarterly reports on Form 10-QSB for the fiscal quarters ended
  March 31, 2002, June 30, 2002, and September 30, 2002;
  
       3.     Our current reports on Form 8-K filed on June 20, 2003, June 25,
  2003, June 27, 2003, July 3, 2003, and August 28, 2003; and
  
       4.     The description of our common stock contained in our Registration
  Statement on Form 10 (File No. 000-49933), as amended, and any further amendment
  or report filed hereafter for the purpose of updating any such description.
  
       All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
  14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment to this Registration Statement that indicates that all shares of
  common stock offered have been sold or that deregisters all of the shares then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part of it from the date of filing of the
  documents.
  
  ITEM 4.     DESCRIPTION OF SECURITIES
  
       Not Applicable.
  
  ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable.
  
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Nevada law authorizes a court to award, or a corporation's board of
  directors to grant, indemnity to directors and officers in terms sufficiently
  broad to permit such indemnification under certain circumstances for liabilities
  (including reimbursement for expenses incurred) arising under the Securities
  Act.
  
  
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
  
  Not Applicable
  
  ITEM 8.     EXHIBITS
  
       The following exhibits are filed as part of this Registration Statement:
  
  EXHIBIT NO.     IDENTIFICATION OF EXHIBIT
  -----------     -------------------------
  
  4.1          Articles of Incorporation (incorporated by reference to the
               Company's Registration Statement on Form 10-SB, No. 000-49933);
               Amendment to Articles of Incorporation (incorporated by reference
               to the Company's current report on Form 8-K, filed on June 25,
               2003)
  4.2          Bylaws (incorporated by reference to the Company's Registration
               Statement on Form 10-SB, No. 000-49933)
  4.3          Cascade Mountain Mining Company, Inc. Year 2003 Stock Incentive
               Plan
  5.1          Opinion of Brewer & Pritchard, P.C.
  23.1         Consent of Brewer & Pritchard, P.C. (included in Exhibit 5.1)
  23.2         Consent of Ham, Langston, & Brezina, LLP, independent public
               accountants
  23.3         Consent of Withey Addison, LLP, independent public accountants
  
  
  ITEM 9.     UNDERTAKINGS
  
       (a)     The undersigned Registrant hereby undertakes:
  
            (1)     To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                 i.   To include any prospectus required by Section 10(a)(3) of
                      the Securities Act;
  
                 ii.  To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information 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
                      and 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 20 percent change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement; and
  
                 iii. To include any material information with respect to the plan
                      of distribution not previously disclosed in the registration
                      statement or any material change to such information in the
                      registration statement.
  
                      Provided, however, that paragraphs (a)(1)(i) and (ii) do not
                      apply if the registration statement is on Form S-3 or Form
                      S-8, and the information required to be included in a
                      post-effective amendment by those paragraphs is contained in
                      periodic reports filed with or furnished to the Commission
                      by the registrant pursuant to Section 13 or 15(d) of the
                      Exchange Act that are incorporated by reference in the
                      registration statement.
  
  <PAGE>
  
            (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide 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.
  
       (b)     The undersigned Registrant hereby undertakes that, for purposes of
  determining liability under the Securities Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or 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.
  
       (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the provisions described in Item 6 above, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Securities Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Seattle, State of Washington, on the 7th day of
  January, 2004.
  
            CASCADE MOUNTAIN MINING COMPANY, INC.
  
  
  
  
                                By:     /s/ Wayne Barrington Daley
                                        --------------------------
                                     Wayne Barrington Daley, President
  
                                --------------------
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  
  Signature                              Title                       Date
  ---------                              -----                       ----
  
  /s/ Wayne Barrington Daley    Director, CFO, CEO, & President    January 7, 2004
  --------------------------    (Principal Executive Officer)
  Wayne Barrington Daley        (Principal Financial Officer)
  
  
  
  /s/ Michael Skopos            Director                           January 7, 2004
  ------------------
  Michael Skopos
  
  
  
  <PAGE>
  
                                    Exhibit Index
                                    -------------
  
  
  EXHIBIT NO.     IDENTIFICATION OF EXHIBIT
  -----------     -------------------------
  
  4.1          Articles of Incorporation (incorporated by reference to the
               Company's Registration Statement on Form 10-SB, No. 000-49933);
               Amendment to Articles of Incorporation (incorporated by reference
               to the Company's current report on Form 8-K, filed on June 25,
               2003)
  4.2          Bylaws (incorporated by reference to the Company's Registration
               Statement on Form 10-SB, No. 000-49933)
  4.3          Cascade Mountain Mining Company, Inc. Year 2003 Stock Incentive
               Plan
  5.1          Opinion of Brewer & Pritchard, P.C.
  23.1         Consent of Brewer & Pritchard, P.C. (included in Exhibit 5.1)
  23.2         Consent of Ham, Langston, & Brezina, LLP, independent public
               accountants
  23.3         Consent of Withey Addison, LLP, independent public accountants
  
  <PAGE>
  
  EXHIBIT 4.3
  
  
                        CASCADE MOUNTAIN MINING COMPANY, INC.
                               2003 STOCK OPTION PLAN
  
       ARTICLE I - PLAN
  
       1.1     PURPOSE.  This  Plan  is  a  plan  for  key  employees,  officers,
               --------
  directors,  and consultants of the Company and its Affiliates and is intended to
  advance  the best interests of the Company, its Affiliates, and its stockholders
  by  providing  those  persons  who  have  substantial  responsibility  for  the
  management  and  growth  of  the  Company  and  its  Affiliates  with additional
  incentives  and  an opportunity to obtain or increase their proprietary interest
  in  the  Company,  thereby  encouraging  them  to  continue in the employ of the
  Company  or  any  of  its  Affiliates.
  
       1.2     RULE  16B-3  PLAN.  The  Company  is  subject  to  the  reporting
               -----------------
  requirements  of  the  Securities  Exchange  Act  of 1934, as amended (the "1934
  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  1934  Act.  To the extent any provision of the Plan or action by 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  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  Company.
  
       1.3     EFFECTIVE  DATE OF PLAN.   The Plan shall be effective December 11,
               -----------------------
  2003  (the  "Effective  Date").  No Incentive Option, Nonqualified Option, Stock
  Appreciation  Right,  or Restricted Stock Award shall be granted pursuant to the
  Plan  ten  years  after  the  Effective  Date.
  
                              ARTICLE II - DEFINITIONS
  
       The  words  and  phrases defined in this Article shall have the meaning set
  out  in  these definitions throughout this Plan, unless the context in which any
  such  word  or  phrase  appears  reasonably  requires  a  broader,  narrower, or
  different  meaning.
  
       2.1     "Affiliate"  means any subsidiary corporation. The term "subsidiary
  corporation" means any corporation (other than the Company) in an unbroken chain
  of  corporations  beginning  with  the  Company 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.
  
       2.2     "Award"  means  each  of  the  following  granted  under this Plan:
  Incentive  Option,  Nonqualified Option, Stock Appreciation Right, or Restricted
  Stock  Award.
  
       2.3     "Board  of  Directors" means the board of directors of the Company.
  
       2.4     "Code"  means  the  Internal  Revenue  Code  of  1986,  as amended.
  
       2.5     "Committee"  means  the  Compensation  Committee  of  the  Board of
  Directors  or  such  other committee designated by the Board of Directors or the
  entire Board of Directors.  It is intended that the Committee shall be comprised
  solely  of  at least two members who are both Non-Employee Directors and Outside
  Directors;  provided,  however,  that  until such time as two such Directors are
  available to serve in such roles, the failure to meet this requirement shall not
  effect  the  validity  of  any  grants  under  this  Plan.
  
       2.6     "Company"  means  Cascade  Mountain  Mining Company, Inc., a Nevada
  corporation.
  
       2.7     "Consultant" means any person, including an advisor, engaged by the
  Company  or  Affiliate  to  render  services  and  who  is  compensated for such
  services.
  
  <PAGE>
  
       2.8     "Non-Employee  Director"  means  that term as defined in Rule 16b-3
  under  the  1934  Act.
  
       2.9     "Eligible  Persons"  shall  mean,  with  respect to the Plan, those
  persons  who,  at  the  time that an Award is granted, are (i) Employees and all
  other  key  personnel,  including  officers  and  directors,  of  the Company or
  Affiliate,  or  (ii) Consultants or independent contractors who provide valuable
  services  to  the  Company  or  Affiliate  as  determined  by  the  Committee.
  
       2.10     "Employee" means a person employed by the Company or any Affiliate
  to  whom  an  Award  is  granted.
  
       2.11     "Fair  Market  Value"  of  the  Stock as of any date means (a) the
  average  of  the  high  and  low  sale  prices  of the Stock on that date on the
  principal  securities exchange on which the Stock is listed; or (b) if the Stock
  is  not  listed  on  a securities exchange, the average of the high and low sale
  prices  of the Stock on that date as reported on the Nasdaq; or (c) if the Stock
  is  not listed on the Nasdaq, the average of the high and low bid quotations for
  the  Stock  on  that  date  as  reported  by  the  National  Quotation  Bureau
  Incorporated;  or  (d)  if none of the foregoing is applicable, an amount at the
  election  of the Committee equal to (x), the average between the closing bid and
  ask  prices  per share of Stock on the last preceding date on which those prices
  were  reported  or (y) that amount as determined by the Committee in good faith.
  
       2.12     "Incentive Option" means an option to purchase Stock granted under
  this  Plan  which  is  designated  as  an  "Incentive  Option" and satisfies the
  requirements  of  Section  422  of  the  Code.
  
       2.13     "Nonqualified  Option"  means  an option to purchase Stock granted
  under  this  Plan  other  than  an  Incentive  Option.
  
       2.14     "Option"  means both an Incentive Option and a Nonqualified Option
  granted  under  this  Plan  to  purchase  shares  of  Stock.
  
       2.15     "Option  Agreement" means the written agreement by and between the
  Company  and  an  Eligible  Person,  which  sets  out  the  terms  of an Option.
  
       2.16     "Outside  Director"  shall mean a member of the Board of Directors
  serving  on  the  Committee  who  satisfies  Section  162(m)  of  the  Code.
  
       2.17     "Plan"  means the Cascade Mountain Mining Company, Inc. 2003 Stock
  Incentive  Plan,  as set out in this document and as it may be amended from time
  to  time.
  
       2.18     "Plan  Year"  means  the  Company's  fiscal  year.
  
       2.19     "Restricted  Stock"  means  Stock  awarded  or  purchased  under a
  Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
  all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
  represented  by  the  certificate  representing  the stock and (ii) any stock or
  securities  into  which  or  for  which  the  stock  is  thereafter converted or
  exchanged.  The  terms and conditions of the Restricted Stock Agreement shall be
  determined  by  the  Committee  consistent  with  the  terms  of  the  Plan.
  
       2.20     "Restricted  Stock  Agreement"  means  an  agreement  between  the
  Company  or any Affiliate and the Eligible Person pursuant to which the Eligible
  Person  receives  a  Restricted  Stock  Award  subject  to  this  Plan.
  
       2.21     "Restricted  Stock  Award"  means  an  Award  of Restricted Stock.
  
       2.22     "Restricted  Stock  Purchase  Price"  means the purchase price, if
  any,  per  share  of  Restricted Stock subject to an Award.  The Committee shall
  determine  the  Restricted Stock Purchase Price.  It may be greater than or less
  than  the  Fair  Market  Value  of  the  Stock  on  the date of the Stock Award.
  
  <PAGE>
  
        2.23     "Stock"  means  the common stock of the Company, $.001 par value,
  or,  in  the event that the outstanding shares of common stock are later changed
  into or exchanged for a different class of stock or securities of the Company or
  another  corporation,  that  other  stock  or  security.
  
       2.24     "Stock  Appreciation  Right"  and "SAR" means the right to receive
  the  difference  between  the Fair Market Value of a share of Stock on the grant
  date  and  the  Fair  Market  Value  of the share of Stock on the exercise date.
  
       2.25     "10%  Stockholder" means an individual who, at the time the Option
  is  granted,  owns  Stock  possessing more than 10% of the total combined voting
  power of all classes of stock of the Company 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  stockholders,  partners,  or
  beneficiaries.
  
                              ARTICLE III - ELIGIBILITY
  
       The  individuals  who  shall  be  eligible to receive Awards shall be those
  Eligible  Persons of the Company or any of its Affiliates as the Committee shall
  determine  from time to time.  The Board of Directors of Directors may designate
  one  or  more  individuals  who shall not be eligible to receive any Award under
  this  Plan  or  under  other  similar  plans  of  the  Company.
  
                 ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS
  
       4.1     AUTHORITY  TO  GRANT  AWARDS.   The  Committee  may  grant to those
               -----------------------------
  Eligible  Persons of the Company or any of its Affiliates, as it shall from time
  to  time  determine,  Awards  under  the terms and conditions of this Plan.  The
  Committee  shall determine subject only to any applicable limitations set out in
  this  Plan,  the  number  of  shares  of  Stock to be covered by any Award to be
  granted  to  an  Eligible  Person.
  
       4.2     DEDICATED  SHARES.   The  total  number  of  shares  of  Stock with
               ------------------
  respect  to  which  Awards  may  be  granted  under the Plan shall be 50,000,000
  shares.  The  shares  may  be treasury shares or authorized but unissued shares.
  The  number  of shares stated in this Section 4.2 shall be subject to adjustment
  in  accordance  with  the  provisions  of  Section  4.5.  In  the event that any
  outstanding  Award  shall  expire  or  terminate  for any reason or any Award is
  surrendered,  the  shares  of Stock allocable to the unexercised portion of that
  Award  may  again  be  subject  to  an  Award  under  the  Plan.
  
       4.3     NON-TRANSFERABILITY.  Awards  shall  not  be  transferable  by  the
               -------------------
  Eligible  Person  otherwise  than  by  will  or  under  the  laws of descent and
  distribution,  and  shall be exercisable, during the Eligible Person's lifetime,
  only  by him.  Restricted Stock shall be purchased by and/or become vested under
  a Restricted Stock Agreement during the Eligible Person's lifetime, only by him.
  Any  attempt to transfer an Award other than under the terms of the Plan and the
  Agreement  shall  terminate  the  Award and all rights of the Eligible Person to
  that  Award.
  
       4.4     REQUIREMENTS  OF LAW.  The Company shall not be required to sell or
               --------------------
  issue any Stock under any Award if issuing that Stock would constitute or result
  in  a  violation  by  the Eligible Person or the Company of any provision of any
  law,  statute,  or  regulation  of  any governmental authority. Specifically, in
  connection  with  any  applicable  statute  or  regulation  relating  to  the
  registration  of  securities,  upon  exercise  of  any Option or pursuant to any
  Award, the Company shall not be required to issue any Stock unless the Committee
  has  received  evidence satisfactory to it to the effect that the holder of that
  Option or Award will not transfer the Stock except in accordance with applicable
  law,  including  receipt of an opinion of counsel satisfactory to the Company to
  the  effect  that  any  proposed  transfer  complies  with  applicable law.  The
  determination  by  the  Committee  on  this  matter shall be final, binding, and
  conclusive. The Company may, but shall in no event be obligated to, register any
  Stock covered by this Plan pursuant to applicable securities laws of any country
  or any political subdivision.  In the event the Stock issuable on exercise of an
  Option or pursuant to an Award is not registered, the Company may imprint on the
  certificate  evidencing  the  Stock  any  legend  that  counsel  for the Company
  considers  necessary  or  advisable  to  comply with applicable law. The Company
  shall  not  be  obligated to take any other affirmative action in order to cause
  the  exercise  of an Option or vesting under an Award, or the issuance of shares
  pursuant  thereto,  to  comply  with  any  law or regulation of any governmental
  authority.
  
  <PAGE>
  
       4.5     CHANGES  IN  THE  COMPANY'S  CAPITAL  STRUCTURE.
               ------------------------------------------------
  
       (a)     The  existence of outstanding Options or Awards shall not affect in
  any  way  the  right  or  power  of  the  Company or its stockholders to make or
  authorize  any  or  all adjustments, recapitalizations, reorganizations or other
  changes  in  the  Company's  capital structure or its business, or any merger or
  consolidation  of  the  Company, or any issue of bonds, debentures, preferred or
  prior  preference  stock  ahead  of or affecting the Stock or its rights, or the
  dissolution or liquidation of the Company, or any sale or transfer of all or any
  part  of  its  assets  or  business,  or  any other corporate act or proceeding,
  whether  of  a  similar  character  or otherwise.  If the Company shall effect a
  subdivision  or  consolidation  of  shares  or  other  capital readjustment, the
  payment  of  a  Stock  dividend, or other increase or reduction of the number of
  shares of the Stock outstanding, without receiving compensation for it in money,
  services  or property, then (a) the number, class, and per share price of shares
  of  Stock  subject to outstanding Options under this Plan shall be appropriately
  adjusted  in  such  a  manner  as  to entitle an Eligible Person to receive upon
  exercise of an Option, for the same aggregate cash consideration, the equivalent
  total  number  and  class  of shares he would have received had he exercised his
  Option  in full immediately prior to the event requiring the adjustment; and (b)
  the  number  and  class  of shares of Stock then reserved to be issued under the
  Plan  shall be adjusted by substituting for the total number and class of shares
  of Stock then reserved, that number and class of shares of Stock that would have
  been  received  by  the  owner  of an equal number of outstanding shares of each
  class  of  Stock  as  the  result  of  the  event  requiring  the  adjustment.
  
       (b)     If  the  Company is merged or consolidated with another corporation
  and  the  Company  is  not  the  surviving  corporation,  or  if  the Company is
  liquidated  or sells or otherwise disposes of substantially all its assets while
  unexercised  Options  remain  outstanding under this Plan (each of the foregoing
  referred  to  as  a  "Corporate  Transaction"):
  
       (i)     Subject  to  the  provisions  of clause (ii) below, in the event of
  such  a  Corporate  Transaction,  any  unexercised  Options  shall automatically
  accelerate so that they shall, immediately prior to the specified effective date
  for  the  Corporate  Transaction  become  100% vested and exercisable; provided,
  however,  that any unexercised Options shall not accelerate, as described above,
  if  and  to  the  extent  such  Option  is,  in  connection  with  the Corporate
  Transaction, either to be assumed by the successor corporation or parent thereof
  (the  "Successor Corporation") or to be replaced with a comparable award for the
  purchase  of  shares of the capital stock of the Successor Corporation.  Whether
  or  not any unexercised Option is assumed or replaced shall be determined by the
  Company  and  the  Successor  Corporation  in  connection  with  the  Corporate
  Transaction.  The  Board  of  Directors  shall  make  the  determination of what
  constitutes  a comparable award to the unexercised Option, and its determination
  shall  be  conclusive  and  binding.  The unexercised Option shall terminate and
  cease  to  remain  outstanding  immediately  following  the  consummation of the
  Corporate  Transaction,  except  to  the  extent  assumed  by  the  Successor
  Corporation.
  
        (ii)     All  outstanding Options may be canceled by the Board of
  Directors  as  of the effective date of any Corporate Transaction, if (i) notice
  of  cancellation shall be given to each holder of an Option and (ii) each holder
  of  an  Option  shall  have  the  right to exercise that Option in full (without
  regard  to  any  limitations set out in or imposed under this Plan or the Option
  Agreement  granting  that  Option) during a period set by the Board of Directors
  preceding  the  effective date of the Corporate Transaction and, if in the event
  all outstanding Options may not be exercised in full under applicable securities
  laws  without  registration  of  the shares of Stock issuable on exercise of the
  Options,  the  Board  of  Directors may limit the exercise of the Options to the
  number  of  shares of Stock, if any, as may be issued without registration.  The
  method  of  choosing which Options may be exercised, and the number of shares of
  Stock  for which Options may be exercised, shall be solely within the discretion
  of  the  Board  of  Directors.
  
       (c)     In each situation described in this Section 4.5, the Committee will
  make  similar  adjustments,  as  appropriate,  in outstanding Stock Appreciation
  Rights.
  
       (d)     The  issuance  by  the  Company of shares of stock of any class, or
  securities  convertible into shares of stock of any class, for cash or property,
  or  for labor or services either upon direct sale or upon the exercise of rights
  or  warrants  to subscribe for them, or upon conversion of shares or obligations
  of  the  Company  convertible into shares or other securities, shall not affect,
  and  no adjustment by reason of such issuance shall be made with respect to, the
  number,  class,  or price of shares of Stock then subject to outstanding Awards.
  
  <PAGE>
  
       4.6     ELECTION UNDER SECTION 83(B) OF THE CODE.  No Eligible Person shall
               ----------------------------------------
  exercise  the election permitted under Section 83(b) of the Code without written
  approval  of  the  Committee.  Any  Eligible  Person  doing so shall forfeit all
  Awards  issued  to  him  under  this  Plan.
  
                  ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS
  
       5.1     TYPE  OF  OPTION.  The Committee shall specify at the time of grant
               ----------------
  whether  a  given  Option shall constitute an Incentive Option or a Nonqualified
  Option.  Incentive  Stock  Options  may  only  be  granted  to  Employees.
  
       5.2     OPTION  PRICE.  The  price at which Stock may be purchased under an
               -------------
  Incentive  Option  shall  not be less than the greater of:  (a) 100% of the Fair
  Market Value of the shares of Stock on the date the Option is granted or (b) the
  aggregate  par  value  of the shares of Stock on the date the Option is granted.
  The  Committee  in  its discretion may provide that the price at which shares of
  Stock may be purchased under an Incentive Option shall be more than 100% of Fair
  Market  Value.  In the case of any 10% Stockholder, the price at which shares of
  Stock  may be purchased under an Incentive Option shall not be less than 110% of
  the  Fair Market Value of the Stock on the date the Incentive Option is granted.
  The  price at which shares of Stock may be purchased under a Nonqualified Option
  shall  be  such  price  as  shall  be  determined  by  the Committee in its sole
  discretion.
  
       5.3     DURATION  OF  OPTIONS  AND  SARS.  No  Option  or  SAR  shall  be
               --------------------------------
  exercisable  after  the expiration of ten (10) years from the date the Option or
  SAR  is granted.  In the case of a 10% Stockholder, no Incentive Option shall be
  exercisable  after  the expiration of five (5) years from the date the Incentive
  Option  is  granted.
  
       5.4     AMOUNT  EXERCISABLE  --  INCENTIVE  OPTIONS.   Each  Option  may be
               --------------------------------------------
  exercised  from  time to time, in whole or in part, in the manner and subject to
  the  conditions the Committee, in its sole discretion, may provide in the Option
  Agreement,  as  long as the Option is valid and outstanding.  To the extent that
  the  aggregate  Fair Market Value (determined as of the time an Incentive Option
  is  granted)  of  the Stock with respect to which Incentive Options first become
  exercisable  by  the  optionee during any calendar year (under this Plan and any
  other  incentive  stock  option plan(s) of the Company or any Affiliate) exceeds
  $100,000,  the  portion  in  excess of $100,000 of the Incentive Option shall be
  treated  as  a  Nonqualified  Option.  In  making  this determination, Incentive
  Options  shall  be  taken  into account in the order in which they were granted.
  
       5.5     EXERCISE  OF  OPTIONS.  Each  Option  shall  be  exercised  by  the
               ---------------------
  delivery  of  written notice to the Committee setting forth the number of shares
  of  Stock  with  respect  to which the Option is to be exercised, together with:
  
       (a)     cash, certified check, bank draft, or postal or express money order
  payable  to  the order of the Company for an amount equal to the option price of
  the  shares;
  
       (b)     stock at its Fair Market Value on the date of exercise (if approved
  in  advance  in  writing  by  the  Committee);
  
       (c)     an  election  to  make  a  cashless  exercise  through a registered
  broker-dealer  (if  approved  in  advance  in  writing  by  the  Committee);
  
       (d)     an  election  to  have  shares  of  Stock, which otherwise would be
  issued  on  exercise,  withheld in payment of the exercise price (if approved in
  advance  in  writing  by  the  Committee);  and/or
  
       (e)     any  other  form  of  payment which is acceptable to the Committee.
  
  <PAGE>
  
       As  promptly  as  practicable  after  receipt  of  written notification and
  payment,  the  Company shall deliver to the Eligible Person certificates for the
  number  of shares with respect to which the Option has been exercised, issued in
  the  Eligible  Person's  name.  If  shares  of  Stock  are  used in payment, the
  aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
  less  than  the  aggregate  exercise  price  of  the shares being purchased upon
  exercise  of  the  Option,  and  any  difference must be paid by cash, certified
  check,  bank draft, or postal or express money order payable to the order of the
  Company.  Delivery  of the shares shall be deemed effected for all purposes when
  a  stock  transfer agent of the Company shall have deposited the certificates in
  the  United  States  mail,  addressed  to  the  Eligible  Person, at the address
  specified  by  the  Eligible  Person.
  
       Whenever  an Option is exercised by exchanging shares of Stock owned by the
  Eligible  Person,  the Eligible Person shall deliver to the Company certificates
  registered in the name of the Eligible Person representing a number of shares of
  Stock  legally and beneficially owned by the Eligible Person, free of all liens,
  claims,  and  encumbrances  of  every  kind,  accompanied  by  stock powers duly
  endorsed  in  blank  by  the  record  holder  of  the  shares represented by the
  certificates (with signature guaranteed by a commercial bank or trust company or
  by  a  brokerage  firm  having  a  membership  on  a  registered  national stock
  exchange).  The delivery of certificates upon the exercise of Options is subject
  to the condition that the person exercising the Option provides the Company with
  the  information  the  Company  might reasonably request pertaining to exercise,
  sale  or  other  disposition.
  
       5.6     STOCK  APPRECIATION RIGHTS.  All Eligible Persons shall be eligible
               --------------------------
  to  receive Stock Appreciation Rights.  The Committee shall determine the SAR to
  be  awarded  from time to time to any Eligible Person.  The grant of a SAR to be
  awarded  from  time to time shall neither entitle such person to, nor disqualify
  such  person  from,  participation  in any other grant of awards by the Company,
  whether  under  this  Plan  or  any  other plan of the Company.  If granted as a
  stand-alone  SAR  Award,  the  terms  of  the Award shall be provided in a Stock
  Appreciation  Rights  Agreement.
  
       5.7     STOCK  APPRECIATION  RIGHTS  IN  TANDEM  WITH  OPTIONS.  Stock
               ------------------------------------------------------
  Appreciation Rights may, at the discretion of the Committee, be included in each
  Option  granted  under  the  Plan to permit the holder of an Option to surrender
  that  Option, or a portion of the part which is then exercisable, and receive in
  exchange,  upon  the  conditions and limitations set by the Committee, an amount
  equal to the excess of the Fair Market Value of the Stock covered by the Option,
  or  the  portion  of  it  that  was  surrendered,  determined  as of the date of
  surrender,  over the aggregate exercise price of the Stock.  In the event of the
  surrender  of  an Option, or a portion of it, to exercise the Stock Appreciation
  Rights,  the  shares  represented  by  the  Option  or  that part of it which is
  surrendered,  shall  not be available for reissuance under the Plan.  Each Stock
  Appreciation  Right  issued  in  tandem with an Option (a) will expire not later
  than  the  expiration of the underlying Option, (b) may be for no more than 100%
  of  the  difference  between the exercise price of the underlying Option and the
  Fair  Market  Value of a share of Stock at the time the Stock Appreciation Right
  is  exercised,  (c)  is  transferable  only  when  the  underlying  Option  is
  transferable,  and under the same conditions, and (d) may be exercised only when
  the  underlying  Option  is  eligible  to  be  exercised.
  
       5.8     CONDITIONS  OF  STOCK  APPRECIATION RIGHTS.  All Stock Appreciation
               ------------------------------------------
  Rights  shall  be subject to such terms, conditions, restrictions or limitations
  as  the Committee deems appropriate, including by way of illustration but not by
  way  of  limitation,  restrictions  on transferability, requirement of continued
  employment,  individual  performance,  financial  performance of the Company, or
  payment  of  any  applicable  employment  or  withholding  taxes.
  
       5.9     PAYMENT  OF  STOCK  APPRECIATION  RIGHTS.  The amount of payment to
               ----------------------------------------
  which  the  Eligible  Person  who  reserves  an  SAR  shall be entitled upon the
  exercise  of  each  SAR  shall  be equal to the amount, if any by which the Fair
  Market  Value  of the specified shares of Stock on the exercise date exceeds the
  Fair  Market  Value of the specified shares of Stock on the date of grant of the
  SAR.  The  SAR  shall  be  paid  in  either  cash or Stock, as determined in the
  discretion  of  the Committee as set forth in the SAR agreement.  If the payment
  is in Stock, the number of shares to be paid shall be determined by dividing the
  amount of such payment by the Fair Market Value of Stock on the exercise date of
  such  SAR.
  
       5.10     EXERCISE  ON  TERMINATION  OF  EMPLOYMENT.  Unless it is expressly
                -----------------------------------------
  provided  otherwise in the Option or SAR agreement, Options and SAR's granted to
  Employees  shall  terminate  three  months  after severance of employment of the
  Employee  from  the  Company  and all Affiliates for any reason, with or without
  cause,  other  than  death,  retirement  under the then established rules of the
  Company,  or  severance  for  disability.  The Committee shall determine whether
  authorized  leave  of absence or absence on military or government service shall
  constitute  severance  of  the  employment  of  the  Employee  at  that  time.
  
  <PAGE>
  
       5.11     DEATH.  If,  before  the  expiration  of  an  Option  or  SAR, the
                -----
  Eligible Person, whether in the employ of the Company or after he has retired or
  was  severed for disability, or otherwise dies, the Option or SAR shall continue
  until the earlier of the Option's or SAR's expiration date or one year following
  the  date  of his death, unless it is expressly provided otherwise in the Option
  or  SAR  agreement.  After  the  death  of  the  Eligible Person, his executors,
  administrators,  or  any persons to whom his Option or SAR may be transferred by
  will  or  by  the  laws of descent and distribution shall have the right, at any
  time  prior  to  the  Option's  or SAR's expiration or termination, whichever is
  earlier,  to  exercise it, to the extent to which he was entitled to exercise it
  immediately prior to his death, unless it is expressly provided otherwise in the
  Option  or  SAR's  agreement.
  
       5.12     RETIREMENT.  Unless  it  is  expressly  provided  otherwise in the
                ----------
  Option or SAR Agreement, before the expiration of an Option or SAR, the Employee
  shall  be retired in good standing from the employ of the Company under the then
  established  rules  of  the  Company, the Option or SAR shall continue until the
  earlier  of  the  Option's  or SAR's expiration date or six months following the
  date  of his retirement, unless it is expressly provided otherwise in the Option
  or  SAR  agreement.
  
       5.13     DISABILITY.  If,  before  the  expiration of an Option or SAR, the
                ----------
  Employee  shall  be  severed  from the employ of the Company for disability, the
  Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
  date  or one year after the date he was severed because of disability, unless it
  is  expressly  provided  otherwise  in  the  Option  or  SAR  agreement.
  
       5.14     SUBSTITUTION OPTIONS.  Options may be granted under this Plan from
                --------------------
  time  to  time  in  substitution  for  stock  options held by employees of other
  corporations who are about to become employees of or affiliated with the Company
  or  any  Affiliate  as  the result of a merger or consolidation of the employing
  corporation with the Company or any Affiliate, or the acquisition by the Company
  or  any Affiliate of the assets of the employing corporation, or the acquisition
  by  the  Company  or  any Affiliate of stock of the employing corporation as the
  result  of  which  it  becomes  an  Affiliate  of  the  Company.  The  terms and
  conditions  of  the  substitute  Options  granted  may  vary  from the terms and
  conditions  set  out  in  this  Plan to the extent the Committee, at the time of
  grant,  may  deem appropriate to conform, in whole or in part, to the provisions
  of  the  stock  options  in  substitution  for  which  they  are  granted.
  
       5.15     NO  RIGHTS  AS  STOCKHOLDER.  No  Eligible  Person  shall have any
                ---------------------------
  rights  as  a  stockholder with respect to Stock covered by his Option until the
  date  a  stock  certificate  is  issued  for  the  Stock.
  
                                ARTICLE VI - AWARDS
  
       6.1     RESTRICTED  STOCK  AWARDS.  The Committee may issue shares of Stock
               --------------------------
  to an Eligible Person subject to the terms of a Restricted Stock Agreement.  The
  Restricted  Stock  may  be issued for no payment by the Eligible Person or for a
  payment  below the Fair Market Value on the date of grant.  Restricted Stock may
  be  subject  to  restrictions  as to sale, transfer, alienation, pledge or other
  encumbrance.  The  Committee  shall determine the terms and provisions which are
  included  in  a  Restricted  Stock  Agreement.
  
       6.2     RESTRICTIONS.  Restricted  Stock  shall be subject to the terms and
               ------------
  conditions  as  determined  by the Committee, including without limitation, any,
  all,  or  none  of  the  following:
  
       (a)     a  prohibition  against  the sale, transfer, alienation, pledge, or
  other  encumbrance  of the shares of Restricted Stock, such prohibition to lapse
  (i) at such time or times as the Committee shall determine (whether in annual or
  more  frequent installments, at the time of the death, disability, or retirement
  of  the  holder  of  such  shares,  or  otherwise);
  
       (b)     a  requirement  that  the  holder  of  shares  of  Restricted Stock
  forfeit, or in the case of shares sold to an Eligible Person, resell back to the
  Company at his cost, all or a part of such shares in the event of termination of
  the  Eligible  Person's  employment during any period in which the shares remain
  subject  to  restrictions;
  
  <PAGE>
  
       (c)     a  prohibition against employment of the holder of Restricted Stock
  by  any  competitor  of  the Company or its Affiliates, or against such holder's
  dissemination of any secret or confidential information belonging to the Company
  or  an  Affiliate;
  
       (d)     unless  stated otherwise in the Restricted Stock Agreement, (i)  if
  restrictions  remain at the time of severance of employment with the Company and
  all  Affiliates,  other  than  for reason of disability or death, the Restricted
  Stock  shall  be forfeited; and (ii)  if severance of employment is by reason of
  disability or death, the restrictions on the shares shall lapse and the Eligible
  Person  or his heirs or estate shall be 100% vested in the shares subject to the
  Restricted  Stock  Agreement.
  
       6.3     STOCK CERTIFICATE.   Shares of Restricted Stock shall be registered
               ------------------
  in  the  name  of  the  Eligible Person receiving the Restricted Stock Award and
  deposited, together with a stock power endorsed in blank, with the Company. Each
  such  certificate  shall  bear  a  legend  in  substantially the following form:
  
  "The  transferability of this certificate and the shares of Stock represented by
  it  is  restricted  by  and  subject  to  the  terms  and  conditions (including
  conditions  of  forfeiture)  contained  in  the Cascade Mountain Mining Company,
  Inc.,  2003  Stock  Incentive  Plan,  and  an agreement entered into between the
  registered owner and the Company. A copy of the Plan and agreement is on file in
  the  office  of  the  Secretary  of  the  Company."
  
       6.4     RIGHTS  AS STOCKHOLDER.  Subject to the terms and conditions of the
               ----------------------
  Plan and unless otherwise provided in the Restricted Stock Award agreement, each
  Eligible  Person receiving a certificate for Restricted Stock shall have all the
  rights  of  a  stockholder  with  respect to the shares of Stock included in the
  Restricted  Stock  Award  during  any period in which such shares are subject to
  forfeiture and restrictions on transfer, including without limitation, the right
  to  vote such shares.  Dividends paid with respect to shares of Restricted Stock
  in  cash  or property other than Stock in the Company or rights to acquire stock
  in  the  Company shall be paid to the Eligible Person currently.  Dividends paid
  in Stock in the Company or rights to acquire Stock in the Company shall be added
  to  and  become  a  part  of  the  Restricted  Stock.
  
       6.5     LAPSE  OF RESTRICTIONS.  At the end of the time period during which
               ----------------------
  any  shares  of  Restricted  Stock are subject to forfeiture and restrictions on
  sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
  and  will  be  delivered  in  a  certificate,  free  of all restrictions, to the
  Eligible Person or to the Eligible Person's legal representative, beneficiary or
  heir;  provided the certificate shall bear such legend, if any, as the Committee
  determines is reasonably required by applicable law.  By accepting a Stock Award
  and  executing a Restricted Stock Agreement, the Eligible Person agrees to remit
  when  due  any  federal  and  state  income  and employment taxes required to be
  withheld.
  
       6.6     RESTRICTION PERIOD.  No Restricted Stock Award may provide for
               ------------------
  restrictions continuing beyond ten (10) years from the date of grant.
  
  <PAGE>
  
                            ARTICLE VII - ADMINISTRATION
  
       The  Committee  shall administer the Plan.  All questions of interpretation
  and  application of the Plan and Awards shall be subject to the determination of
  the  Committee.  A  majority  of the members of the Committee shall constitute a
  quorum.  All  determinations of the Committee shall be made by a majority of its
  members.  Any  decision  or  determination  reduced  to  writing and signed by a
  majority  of  the  members  shall  be  as  effective as if it had been made by a
  majority  vote  at  a  meeting  properly  called  and  held.  This Plan shall be
  administered  in such a manner as to permit the Options, which are designated to
  be  Incentive  Options,  to  qualify  as Incentive Options.  In carrying out its
  authority under this Plan, the Committee shall have full and final authority and
  discretion,  including  but  not  limited  to  the  following rights, powers and
  authorities,  to:
  
       (a)     determine  the  Eligible  Persons  to whom and the time or times at
  which  Options  or  Awards  will  be  made;
  
       (b)     determine  the  number  of  shares  and the purchase price of Stock
  covered  in  each  Option  or  Award,  subject  to  the  terms  of  the  Plan;
  
       (c)     determine  the terms, provisions, and conditions of each Option and
  Award,  which  need  not  be  identical;
  
       (d)     accelerate  the  time at which any outstanding Option or SAR may be
  exercised,  or  Restricted  Stock  Award  will  vest;
  
       (e)     define  the  effect,  if  any,  on an Option or Award of the death,
  disability,  retirement,  or  termination  of  employment  of  the  Employee;
  
       (f)     prescribe,  amend  and  rescind  rules  and regulations relating to
  administration  of  the  Plan;  and
  
       (g)     make  all  other  determinations  and take all other actions deemed
  necessary, appropriate, or advisable for the proper administration of this Plan.
  
       The  actions  of the Committee in exercising all of the rights, powers, and
  authorities  set  out  in this Article and all other Articles of this Plan, when
  performed in good faith and in its sole judgment, shall be final, conclusive and
  binding  on  all  parties.
  
                  ARTICLE VIII - AMENDMENT OR TERMINATION OF PLAN
  
       The  Board of Directors of the Company 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 Securities Exchange Act of 1934, as amended, 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  Company's  stockholders;  provided  further,  however,  that  to the extent
  required  to  maintain  the  status  of  any Incentive Option under the Code, no
  amendment  that  would  (a) change the aggregate number of shares of Stock which
  may  be  issued  under  Incentive  Options,  (b)  change  the class of employees
  eligible  to  receive  Incentive  Options,  or (c) decrease the Option price for
  Incentive  Options  below  the  Fair Market Value of the Stock at the time it is
  granted,  shall  be  made  without  the  approval of the Company's stockholders.
  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 or in any outstanding Incentive Option as in the opinion of
  counsel  for  the  Company  may be necessary or appropriate from time to time to
  enable any Incentive Option granted under this Plan to continue to qualify as an
  incentive  stock  option  or such other stock option as may be defined under the
  Code  so  as  to  receive  preferential  federal  income  tax  treatment.
  
                             ARTICLE IX - MISCELLANEOUS
  
       9.1     NO  ESTABLISHMENT OF A TRUST FUND.   No property shall be set aside
               ---------------------------------
  nor  shall  a  trust fund of any kind be established to secure the rights of any
  Eligible  Person  under this Plan.  All Eligible Persons shall at all times rely
  solely  upon  the  general  credit of the Company for the payment of any benefit
  which  becomes  payable  under  this  Plan.
  
       9.2     NO  EMPLOYMENT  OBLIGATION.  The  granting  of  any Option or Award
               --------------------------
  shall not constitute an employment contract, express or implied, nor impose upon
  the  Company or any Affiliate any obligation to employ or continue to employ any
  Eligible  Person.  The  right  of  the Company or any Affiliate to terminate the
  employment  of  any  person shall not be diminished or affected by reason of the
  fact  that  an  Option  or  Award  has  been  granted  to  him.
  
       9.3     FORFEITURE.  Notwithstanding  any other provisions of this Plan, if
               ----------
  the  Committee  finds  by  a majority vote after full consideration of the facts
  that  an Eligible Person, before or after termination of his employment with the
  Company  or  an  Affiliate  for  any  reason  (a) committed or engaged in fraud,
  embezzlement,  theft, commission of a felony, or proven dishonesty in the course
  of  his  employment  by  the  Company or an Affiliate, which conduct damaged the
  Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate,
  or (b) participated, engaged in or had a material, financial, or other interest,
  whether  as an employee, officer, director, consultant, contractor, stockholder,
  owner,  or  otherwise,  in any commercial endeavor in the United States which is
  competitive with the business of the Company or an Affiliate without the written
  consent  of  the  Company  or  Affiliate,  the Eligible Person shall forfeit all
  outstanding  Options  and  all  outstanding  Awards, and including all exercised
  Options and other situations pursuant to which the Company has not yet delivered
  a  stock  certificate.  Clause  (b)  shall  not  be deemed to have been violated
  solely  by  reason  of the Eligible Person's ownership of stock or securities of
  any  publicly  owned corporation, if that ownership does not result in effective
  control  of  the  corporation.
  
       The  decision  of the Committee as to the cause of an Employee's discharge,
  the  damage  done  to the Company or an Affiliate, and the extent of an Eligible
  Person's  competitive  activity  shall  be final.  No decision of the Committee,
  however,  shall  affect  the  finality  of  the discharge of the Employee by the
  Company  or  an  Affiliate  in  any  manner.
  
       9.4     TAX WITHHOLDING.  The Company or any Affiliate shall be entitled to
               ----------------
  deduct from other compensation payable to each Eligible Person any sums required
  by  federal, state, or local tax law to be withheld with respect to the grant or
  exercise  of an Option or SAR, or lapse of restrictions on Restricted Stock.  In
  the  alternative,  the  Company may require the Eligible Person (or other person
  exercising  the  Option,  SAR or receiving the Stock) to pay the sum directly to
  the employer corporation. If the Eligible Person (or other person exercising the
  Option  or  SAR  or  receiving  the  Stock) is required to pay the sum directly,
  payment  in cash or by check of such sums for taxes shall be delivered within 10
  days after the date of exercise or lapse of restrictions. The Company shall have
  no  obligation  upon  exercise  of  any Option or lapse of restrictions on Stock
  until  payment  has  been received, unless withholding (or offset against a cash
  payment)  as  of  or  prior  to the date of exercise or lapse of restrictions is
  sufficient to cover all sums due with respect to that exercise.  The Company and
  its  Affiliates  shall  not  be  obligated  to  advise an Eligible Person of the
  existence  of  the  tax  or  the  amount  which the employer corporation will be
  required  to  withhold.
  
       9.5     WRITTEN  AGREEMENT.  Each  Option  and Award shall be embodied in a
               -------------------
  written  agreement  which  shall  be subject to the terms and conditions of this
  Plan and shall be signed by the Eligible Person and by a member of the Committee
  on  behalf  of  the  Committee  and  the  Company or an executive officer of the
  Company,  other  than  the  Eligible  Person,  on  behalf  of  the Company.  The
  agreement  may contain any other provisions that the Committee in its discretion
  shall  deem  advisable  which  are not inconsistent with the terms of this Plan.
  
       9.6     INDEMNIFICATION  OF THE COMMITTEE AND THE BOARD OF DIRECTORS.  With
               ------------------------------------------------------------
  respect  to  administration  of  this  Plan,  the  Company  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 Company 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  Company  itself)  reasonably  incurred  by  him in
  connection  with  or  arising out of any action, suit, or proceeding in which he
  may  be involved by reason of his being or having been a member of the 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.  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.
  
       9.7     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.
  
       9.8     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.
  
  <PAGE>
  
       9.9     OTHER  COMPENSATION  PLANS.  The  adoption  of  this Plan shall not
               --------------------------
  affect  any other stock option, incentive or other compensation or benefit plans
  in  effect  for  the  Company  or any Affiliate, nor shall the Plan preclude the
  Company from establishing any other forms of incentive or other compensation for
  employees  of  the  Company  or  any  Affiliate.
  
       9.10     OTHER  OPTIONS  OR  AWARDS.  The grant of an Option or Award shall
                --------------------------
  not  confer  upon  the  Eligible Person the right to receive any future or other
  Options  or  Awards  under  this  Plan,  whether or not Options or Awards may be
  granted  to  similarly situated Eligible Persons, or the right to receive future
  Options  or  Awards  upon  the  same  terms or conditions as previously granted.
  
       9.11     GOVERNING  LAW.  The  provisions  of this Plan shall be construed,
                --------------
  administered,  and  governed  under  the  laws  of  the  State  of  Nevada.
  
  <PAGE>
  
  EXHIBIT  5.1
  
  
       January  14,  2003
  
  
  Cascade Mountain Mining Company, Inc.
  601 Union Street, 42nd Floor
  Seattle, Washington 98101
  
  Re:  Cascade  Mountain  Mining Company, Inc.; Registration Statement on Form S-8
  
  Gentlemen:
  
       We have represented Cascade Mountain Mining Company, Inc., a Nevada
  corporation ("Company"), in connection with the preparation of a registration
  statement filed with the Securities and Exchange Commission on Form S-8
  ("Registration Statement") in connection with the registration of 50,000,000
  shares ("Shares") of the Company's common stock under the Securities Act of
  1933, as amended, to be offered pursuant to the Cascade Mountain Mining Company,
  Inc. 2003 Stock Incentive Plan ("Plan").
  
       In this connection, we have examined originals or copies identified to our
  satisfaction of such documents, corporate and other records, certificates, and
  other papers as we deemed necessary to examine for purposes of this opinion,
  including but not limited to the Plan, the Articles of Incorporation of the
  Company, the Bylaws of the Company, and resolutions of the Board of Directors of
  the Company.
  
  We have examined such records and documents and have made such examination of
  laws as we considered necessary to form a basis for the opinion set forth
  herein.  In our examination, we have assumed the genuineness of all signatures,
  the authenticity of all documents submitted to us as originals, and the
  conformity with the originals of all documents submitted to us as copies
  thereof.
  
       We are of the opinion that the Shares will be, when issued pursuant to the
  Plan, legally issued, fully paid, and nonassessable.
  
       We hereby consent to the filing of this Opinion as an Exhibit to the
  Registration Statement.
  
                 Very truly yours,
  
                 /s/ Brewer & Pritchard, P.C.
  
                 BREWER & PRITCHARD, P.C.
  
  <PAGE>
  
  EXHIBIT 23.2
  
                          Consent of Independent Auditors
  
  We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
  Statement  on  Form S-8 of Cascade Mountain Mining Company, Inc., of our report,
  dated  August  25,  2003, which appears in the Registrant's Form 8-K(A) filed on
  August  28,  2003.
  
  
                                     /s/ Ham, Langston & Brezina, L.L.P.
  
  
  Houston, Texas
  January 14, 2004
  
  <PAGE>
  
  EXHIBIT 23.3
  
                           Consent of Independent Auditors
  
  We hereby consent to the incorporation by reference in this Registration
  Statement on Form S-8 of Cascade Mountain Mining Company, Inc. of our report
  dated March 26, 2003, which appears in the Registrant's Form 10-KSB for the
  period ended December 31, 2002.
  
  /s/ Withey Addison LLP
  
  Withey Addison LLP, Chartered Accountants
  Mississauga, Canada
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 66451}]
metadata_filer: {"company-data": {"conformed-name": "CASCADE MOUNTAIN MINING CO INC", "cik": "0001178377", "assigned-sic": "7389", "irs-number": "954886472", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-111963", "film-number": "04529305"}, "business-address": {"street1": "601 UNION STREET", "street2": "42ND FLOOR", "city": "SEATTLE", "state": "WA", "zip": "98101", "phone": "206 652 3280"}, "former-company": {"former-conformed-name": "WEB VIEWS CORP", "date-changed": "20020722"}}
text: As  filed  with  the  Securities  and  Exchange  Commission  on January 16, 2004
  
                                                   Registration No. 333-
                                                                        ----------
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, DC 20549
                                --------------------
                                      FORM S-8
                               Registration Statement
                          Under the Securities Act of 1933
                                --------------------
                        CASCADE MOUNTAIN MINING COMPANY, INC.
               (Exact name of Registrant as specified in its charter)
  
             Nevada                                        95-4886472
  (State or other jurisdiction             (I.R.S. Employer Identification Number)
  of incorporation or organization)
  
  601 Union Street, 42nd Floor, Seattle, Washington           98101
     (Address of principal executive offices)               (Zip code)
  
        Cascade Mountain Mining Company, Inc. Year 2003 Stock Incentive Plan
                              (Full Title of the Plans)
                                --------------------
  
                               Wayne Barrington Daley
                              Chief Executive Officer
                            601 Union Street, 42nd Floor
                              Seattle, Washington 98101
                                   (206) 652-3280
  (Name, address, and telephone number, including area code, of agent for service)
  
                                      copy to:
                                Cavas S. Pavri, Esq.
                              Brewer & Pritchard, P.C.
                             Three Riverway, 18th Floor
                                Houston, Texas 77056
                                Phone (713) 209-2950
                                 Fax (713) 659-5302
                                --------------------
  CALCULATION OF REGISTRATION FEE
  
      TITLE OF                               PROPOSED MAXIMUM  PROPOSED MAXIMUM  AMOUNT OF
  SECURITIES TO BE            AMOUNT BEING    OFFERING PRICE      AGGREGATE     REGISTRATION
     REGISTERED                REGISTERED(1)   PER SHARE(2)   OFFERING PRICE(2)     FEE
  ------------------------   --------------  -------------  ------------------    ------
  ======================================================================================
  Common Stock, par value
  ..001 per share. . . . .      50,000,000  $        0.02  $        1,000,000      $80.90
  ------------------------   --------------  -------------  ------------------     ------
     TOTAL                                                                      $  80.90
  =======================================================================================
  (1)  Pursuant  to  Rule  416  under  the Securities Act of 1933, as amended, the
       number  of shares of the issuer's Common Stock registered hereunder will be
       adjusted  in  the  event  of  stock  splits,  stock  dividends  or  similar
       transactions.
  (2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
       registration  fee  pursuant  to Rule 457(h), on the basis of the average of
       the  bid  and  asked  prices  of  the  Common  Stock as reported by the OTC
       Bulletin  Board  on  January  13,  2004.
  CASCADE MOUNTAIN MINING COMPANY, INC.
  
                         REGISTRATION STATEMENT ON FORM S-8
  
                                       PART I
                       INFORMATION NOT REQUIRED IN PROSPECTUS
  
                                  EXPLANATORY NOTE
  
       This Form S-8 Registration Statement relates to 50,000,000 shares of our
  common stock that may be issued under our Year 2003 Stock Incentive Plan.  The
  documents containing information specified by Part I of this Registration
  Statement will be delivered to participants in the plan as specified in Rule
  428(b)(1) promulgated by the Securities and Exchange Commission under the
  Securities Act of 1933, as amended.  These documents do not need to be filed
  with the Commission but constitute (along with the documents incorporated by
  reference into this Registration Statement pursuant to Item 3 of Part II of this
  Registration Statement) a prospectus that meets the requirements of Section
  10(a) of the Securities Act of 1933.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
  
       We have filed the following documents with the Securities and Exchange
  Commission and these documents are incorporated in this Form S-8 by reference:
  
       1.     Our annual report on Form 10-KSB for the fiscal year ended December
  31, 2002;
  
       2.     Our quarterly reports on Form 10-QSB for the fiscal quarters ended
  March 31, 2002, June 30, 2002, and September 30, 2002;
  
       3.     Our current reports on Form 8-K filed on June 20, 2003, June 25,
  2003, June 27, 2003, July 3, 2003, and August 28, 2003; and
  
       4.     The description of our common stock contained in our Registration
  Statement on Form 10 (File No. 000-49933), as amended, and any further amendment
  or report filed hereafter for the purpose of updating any such description.
  
       All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
  14, and 15(d) of the Exchange Act, prior to the filing of a post-effective
  amendment to this Registration Statement that indicates that all shares of
  common stock offered have been sold or that deregisters all of the shares then
  remaining unsold, shall be deemed to be incorporated by reference in this
  Registration Statement and to be a part of it from the date of filing of the
  documents.
  
  ITEM 4.     DESCRIPTION OF SECURITIES
  
       Not Applicable.
  
  ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL
  
       Not Applicable.
  
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       Nevada law authorizes a court to award, or a corporation's board of
  directors to grant, indemnity to directors and officers in terms sufficiently
  broad to permit such indemnification under certain circumstances for liabilities
  (including reimbursement for expenses incurred) arising under the Securities
  Act.
  
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
  
  Not Applicable
  
  ITEM 8.     EXHIBITS
  
       The following exhibits are filed as part of this Registration Statement:
  
  EXHIBIT NO.     IDENTIFICATION OF EXHIBIT
  -----------     -------------------------
  
  4.1          Articles of Incorporation (incorporated by reference to the
               Company's Registration Statement on Form 10-SB, No. 000-49933);
               Amendment to Articles of Incorporation (incorporated by reference
               to the Company's current report on Form 8-K, filed on June 25,
               2003)
  4.2          Bylaws (incorporated by reference to the Company's Registration
               Statement on Form 10-SB, No. 000-49933)
  4.3          Cascade Mountain Mining Company, Inc. Year 2003 Stock Incentive
               Plan
  5.1          Opinion of Brewer & Pritchard, P.C.
  23.1         Consent of Brewer & Pritchard, P.C. (included in Exhibit 5.1)
  23.2         Consent of Ham, Langston, & Brezina, LLP, independent public
               accountants
  23.3         Consent of Withey Addison, LLP, independent public accountants
  
  ITEM 9.     UNDERTAKINGS
  
       (a)     The undersigned Registrant hereby undertakes:
  
            (1)     To file, during any period in which offers or sales are being
  made, a post-effective amendment to this registration statement:
  
                 i.   To include any prospectus required by Section 10(a)(3) of
                      the Securities Act;
  
                 ii.  To reflect in the prospectus any facts or events arising
                      after the effective date of the Registration Statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information 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
                      and 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 20 percent change in the
                      maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement; and
  
                 iii. To include any material information with respect to the plan
                      of distribution not previously disclosed in the registration
                      statement or any material change to such information in the
                      registration statement.
  
                      Provided, however, that paragraphs (a)(1)(i) and (ii) do not
                      apply if the registration statement is on Form S-3 or Form
                      S-8, and the information required to be included in a
                      post-effective amendment by those paragraphs is contained in
                      periodic reports filed with or furnished to the Commission
                      by the registrant pursuant to Section 13 or 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, 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.
  
       (b)     The undersigned Registrant hereby undertakes that, for purposes of
  determining liability under the Securities Act, each filing of the Registrant's
  annual report pursuant to Section 13(a) or 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.
  
       (c)     Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the provisions described in Item 6 above, or
  otherwise, the Registrant has been advised that in the opinion of the Securities
  and Exchange Commission such indemnification is against public policy as
  expressed in the Securities Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Seattle, State of Washington, on the 7th day of
  January, 2004.
  
            CASCADE MOUNTAIN MINING COMPANY, INC.
  
                                By:     /s/ Wayne Barrington Daley
                                        --------------------------
                                     Wayne Barrington Daley, President
  
                                --------------------
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated:
  
  Signature                              Title                       Date
  ---------                              -----                       ----
  
  /s/ Wayne Barrington Daley    Director, CFO, CEO, & President    January 7, 2004
  --------------------------    (Principal Executive Officer)
  Wayne Barrington Daley        (Principal Financial Officer)
  
  /s/ Michael Skopos            Director                           January 7, 2004
  ------------------
  Michael Skopos
  Exhibit Index
                                    -------------
  
  EXHIBIT NO.     IDENTIFICATION OF EXHIBIT
  -----------     -------------------------
  
  4.1          Articles of Incorporation (incorporated by reference to the
               Company's Registration Statement on Form 10-SB, No. 000-49933);
               Amendment to Articles of Incorporation (incorporated by reference
               to the Company's current report on Form 8-K, filed on June 25,
               2003)
  4.2          Bylaws (incorporated by reference to the Company's Registration
               Statement on Form 10-SB, No. 000-49933)
  4.3          Cascade Mountain Mining Company, Inc. Year 2003 Stock Incentive
               Plan
  5.1          Opinion of Brewer & Pritchard, P.C.
  23.1         Consent of Brewer & Pritchard, P.C. (included in Exhibit 5.1)
  23.2         Consent of Ham, Langston, & Brezina, LLP, independent public
               accountants
  23.3         Consent of Withey Addison, LLP, independent public accountants
  EXHIBIT 4.3
  
                        CASCADE MOUNTAIN MINING COMPANY, INC.
                               2003 STOCK OPTION PLAN
  
       ARTICLE I - PLAN
  
       1.1     PURPOSE.  This  Plan  is  a  plan  for  key  employees,  officers,
               --------
  directors,  and consultants of the Company and its Affiliates and is intended to
  advance  the best interests of the Company, its Affiliates, and its stockholders
  by  providing  those  persons  who  have  substantial  responsibility  for  the
  management  and  growth  of  the  Company  and  its  Affiliates  with additional
  incentives  and  an opportunity to obtain or increase their proprietary interest
  in  the  Company,  thereby  encouraging  them  to  continue in the employ of the
  Company  or  any  of  its  Affiliates.
  
       1.2     RULE  16B-3  PLAN.  The  Company  is  subject  to  the  reporting
               -----------------
  requirements  of  the  Securities  Exchange  Act  of 1934, as amended (the "1934
  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  1934  Act.  To the extent any provision of the Plan or action by 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  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  Company.
  
       1.3     EFFECTIVE  DATE OF PLAN.   The Plan shall be effective December 11,
               -----------------------
  2003  (the  "Effective  Date").  No Incentive Option, Nonqualified Option, Stock
  Appreciation  Right,  or Restricted Stock Award shall be granted pursuant to the
  Plan  ten  years  after  the  Effective  Date.
  
                              ARTICLE II - DEFINITIONS
  
       The  words  and  phrases defined in this Article shall have the meaning set
  out  in  these definitions throughout this Plan, unless the context in which any
  such  word  or  phrase  appears  reasonably  requires  a  broader,  narrower, or
  different  meaning.
  
       2.1     "Affiliate"  means any subsidiary corporation. The term "subsidiary
  corporation" means any corporation (other than the Company) in an unbroken chain
  of  corporations  beginning  with  the  Company 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.
  
       2.2     "Award"  means  each  of  the  following  granted  under this Plan:
  Incentive  Option,  Nonqualified Option, Stock Appreciation Right, or Restricted
  Stock  Award.
  
       2.3     "Board  of  Directors" means the board of directors of the Company.
  
       2.4     "Code"  means  the  Internal  Revenue  Code  of  1986,  as amended.
  
       2.5     "Committee"  means  the  Compensation  Committee  of  the  Board of
  Directors  or  such  other committee designated by the Board of Directors or the
  entire Board of Directors.  It is intended that the Committee shall be comprised
  solely  of  at least two members who are both Non-Employee Directors and Outside
  Directors;  provided,  however,  that  until such time as two such Directors are
  available to serve in such roles, the failure to meet this requirement shall not
  effect  the  validity  of  any  grants  under  this  Plan.
  
       2.6     "Company"  means  Cascade  Mountain  Mining Company, Inc., a Nevada
  corporation.
  
       2.7     "Consultant" means any person, including an advisor, engaged by the
  Company  or  Affiliate  to  render  services  and  who  is  compensated for such
  services.
  2.8     "Non-Employee  Director"  means  that term as defined in Rule 16b-3
  under  the  1934  Act.
  
       2.9     "Eligible  Persons"  shall  mean,  with  respect to the Plan, those
  persons  who,  at  the  time that an Award is granted, are (i) Employees and all
  other  key  personnel,  including  officers  and  directors,  of  the Company or
  Affiliate,  or  (ii) Consultants or independent contractors who provide valuable
  services  to  the  Company  or  Affiliate  as  determined  by  the  Committee.
  
       2.10     "Employee" means a person employed by the Company or any Affiliate
  to  whom  an  Award  is  granted.
  
       2.11     "Fair  Market  Value"  of  the  Stock as of any date means (a) the
  average  of  the  high  and  low  sale  prices  of the Stock on that date on the
  principal  securities exchange on which the Stock is listed; or (b) if the Stock
  is  not  listed  on  a securities exchange, the average of the high and low sale
  prices  of the Stock on that date as reported on the Nasdaq; or (c) if the Stock
  is  not listed on the Nasdaq, the average of the high and low bid quotations for
  the  Stock  on  that  date  as  reported  by  the  National  Quotation  Bureau
  Incorporated;  or  (d)  if none of the foregoing is applicable, an amount at the
  election  of the Committee equal to (x), the average between the closing bid and
  ask  prices  per share of Stock on the last preceding date on which those prices
  were  reported  or (y) that amount as determined by the Committee in good faith.
  
       2.12     "Incentive Option" means an option to purchase Stock granted under
  this  Plan  which  is  designated  as  an  "Incentive  Option" and satisfies the
  requirements  of  Section  422  of  the  Code.
  
       2.13     "Nonqualified  Option"  means  an option to purchase Stock granted
  under  this  Plan  other  than  an  Incentive  Option.
  
       2.14     "Option"  means both an Incentive Option and a Nonqualified Option
  granted  under  this  Plan  to  purchase  shares  of  Stock.
  
       2.15     "Option  Agreement" means the written agreement by and between the
  Company  and  an  Eligible  Person,  which  sets  out  the  terms  of an Option.
  
       2.16     "Outside  Director"  shall mean a member of the Board of Directors
  serving  on  the  Committee  who  satisfies  Section  162(m)  of  the  Code.
  
       2.17     "Plan"  means the Cascade Mountain Mining Company, Inc. 2003 Stock
  Incentive  Plan,  as set out in this document and as it may be amended from time
  to  time.
  
       2.18     "Plan  Year"  means  the  Company's  fiscal  year.
  
       2.19     "Restricted  Stock"  means  Stock  awarded  or  purchased  under a
  Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
  all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
  represented  by  the  certificate  representing  the stock and (ii) any stock or
  securities  into  which  or  for  which  the  stock  is  thereafter converted or
  exchanged.  The  terms and conditions of the Restricted Stock Agreement shall be
  determined  by  the  Committee  consistent  with  the  terms  of  the  Plan.
  
       2.20     "Restricted  Stock  Agreement"  means  an  agreement  between  the
  Company  or any Affiliate and the Eligible Person pursuant to which the Eligible
  Person  receives  a  Restricted  Stock  Award  subject  to  this  Plan.
  
       2.21     "Restricted  Stock  Award"  means  an  Award  of Restricted Stock.
  
       2.22     "Restricted  Stock  Purchase  Price"  means the purchase price, if
  any,  per  share  of  Restricted Stock subject to an Award.  The Committee shall
  determine  the  Restricted Stock Purchase Price.  It may be greater than or less
  than  the  Fair  Market  Value  of  the  Stock  on  the date of the Stock Award.
  2.23     "Stock"  means  the common stock of the Company, $.001 par value,
  or,  in  the event that the outstanding shares of common stock are later changed
  into or exchanged for a different class of stock or securities of the Company or
  another  corporation,  that  other  stock  or  security.
  
       2.24     "Stock  Appreciation  Right"  and "SAR" means the right to receive
  the  difference  between  the Fair Market Value of a share of Stock on the grant
  date  and  the  Fair  Market  Value  of the share of Stock on the exercise date.
  
       2.25     "10%  Stockholder" means an individual who, at the time the Option
  is  granted,  owns  Stock  possessing more than 10% of the total combined voting
  power of all classes of stock of the Company 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  stockholders,  partners,  or
  beneficiaries.
  
                              ARTICLE III - ELIGIBILITY
  
       The  individuals  who  shall  be  eligible to receive Awards shall be those
  Eligible  Persons of the Company or any of its Affiliates as the Committee shall
  determine  from time to time.  The Board of Directors of Directors may designate
  one  or  more  individuals  who shall not be eligible to receive any Award under
  this  Plan  or  under  other  similar  plans  of  the  Company.
  
                 ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS
  
       4.1     AUTHORITY  TO  GRANT  AWARDS.   The  Committee  may  grant to those
               -----------------------------
  Eligible  Persons of the Company or any of its Affiliates, as it shall from time
  to  time  determine,  Awards  under  the terms and conditions of this Plan.  The
  Committee  shall determine subject only to any applicable limitations set out in
  this  Plan,  the  number  of  shares  of  Stock to be covered by any Award to be
  granted  to  an  Eligible  Person.
  
       4.2     DEDICATED  SHARES.   The  total  number  of  shares  of  Stock with
               ------------------
  respect  to  which  Awards  may  be  granted  under the Plan shall be 50,000,000
  shares.  The  shares  may  be treasury shares or authorized but unissued shares.
  The  number  of shares stated in this Section 4.2 shall be subject to adjustment
  in  accordance  with  the  provisions  of  Section  4.5.  In  the event that any
  outstanding  Award  shall  expire  or  terminate  for any reason or any Award is
  surrendered,  the  shares  of Stock allocable to the unexercised portion of that
  Award  may  again  be  subject  to  an  Award  under  the  Plan.
  
       4.3     NON-TRANSFERABILITY.  Awards  shall  not  be  transferable  by  the
               -------------------
  Eligible  Person  otherwise  than  by  will  or  under  the  laws of descent and
  distribution,  and  shall be exercisable, during the Eligible Person's lifetime,
  only  by him.  Restricted Stock shall be purchased by and/or become vested under
  a Restricted Stock Agreement during the Eligible Person's lifetime, only by him.
  Any  attempt to transfer an Award other than under the terms of the Plan and the
  Agreement  shall  terminate  the  Award and all rights of the Eligible Person to
  that  Award.
  
       4.4     REQUIREMENTS  OF LAW.  The Company shall not be required to sell or
               --------------------
  issue any Stock under any Award if issuing that Stock would constitute or result
  in  a  violation  by  the Eligible Person or the Company of any provision of any
  law,  statute,  or  regulation  of  any governmental authority. Specifically, in
  connection  with  any  applicable  statute  or  regulation  relating  to  the
  registration  of  securities,  upon  exercise  of  any Option or pursuant to any
  Award, the Company shall not be required to issue any Stock unless the Committee
  has  received  evidence satisfactory to it to the effect that the holder of that
  Option or Award will not transfer the Stock except in accordance with applicable
  law,  including  receipt of an opinion of counsel satisfactory to the Company to
  the  effect  that  any  proposed  transfer  complies  with  applicable law.  The
  determination  by  the  Committee  on  this  matter shall be final, binding, and
  conclusive. The Company may, but shall in no event be obligated to, register any
  Stock covered by this Plan pursuant to applicable securities laws of any country
  or any political subdivision.  In the event the Stock issuable on exercise of an
  Option or pursuant to an Award is not registered, the Company may imprint on the
  certificate  evidencing  the  Stock  any  legend  that  counsel  for the Company
  considers  necessary  or  advisable  to  comply with applicable law. The Company
  shall  not  be  obligated to take any other affirmative action in order to cause
  the  exercise  of an Option or vesting under an Award, or the issuance of shares
  pursuant  thereto,  to  comply  with  any  law or regulation of any governmental
  authority.
  4.5     CHANGES  IN  THE  COMPANY'S  CAPITAL  STRUCTURE.
               ------------------------------------------------
  
       (a)     The  existence of outstanding Options or Awards shall not affect in
  any  way  the  right  or  power  of  the  Company or its stockholders to make or
  authorize  any  or  all adjustments, recapitalizations, reorganizations or other
  changes  in  the  Company's  capital structure or its business, or any merger or
  consolidation  of  the  Company, or any issue of bonds, debentures, preferred or
  prior  preference  stock  ahead  of or affecting the Stock or its rights, or the
  dissolution or liquidation of the Company, or any sale or transfer of all or any
  part  of  its  assets  or  business,  or  any other corporate act or proceeding,
  whether  of  a  similar  character  or otherwise.  If the Company shall effect a
  subdivision  or  consolidation  of  shares  or  other  capital readjustment, the
  payment  of  a  Stock  dividend, or other increase or reduction of the number of
  shares of the Stock outstanding, without receiving compensation for it in money,
  services  or property, then (a) the number, class, and per share price of shares
  of  Stock  subject to outstanding Options under this Plan shall be appropriately
  adjusted  in  such  a  manner  as  to entitle an Eligible Person to receive upon
  exercise of an Option, for the same aggregate cash consideration, the equivalent
  total  number  and  class  of shares he would have received had he exercised his
  Option  in full immediately prior to the event requiring the adjustment; and (b)
  the  number  and  class  of shares of Stock then reserved to be issued under the
  Plan  shall be adjusted by substituting for the total number and class of shares
  of Stock then reserved, that number and class of shares of Stock that would have
  been  received  by  the  owner  of an equal number of outstanding shares of each
  class  of  Stock  as  the  result  of  the  event  requiring  the  adjustment.
  
       (b)     If  the  Company is merged or consolidated with another corporation
  and  the  Company  is  not  the  surviving  corporation,  or  if  the Company is
  liquidated  or sells or otherwise disposes of substantially all its assets while
  unexercised  Options  remain  outstanding under this Plan (each of the foregoing
  referred  to  as  a  "Corporate  Transaction"):
  
       (i)     Subject  to  the  provisions  of clause (ii) below, in the event of
  such  a  Corporate  Transaction,  any  unexercised  Options  shall automatically
  accelerate so that they shall, immediately prior to the specified effective date
  for  the  Corporate  Transaction  become  100% vested and exercisable; provided,
  however,  that any unexercised Options shall not accelerate, as described above,
  if  and  to  the  extent  such  Option  is,  in  connection  with  the Corporate
  Transaction, either to be assumed by the successor corporation or parent thereof
  (the  "Successor Corporation") or to be replaced with a comparable award for the
  purchase  of  shares of the capital stock of the Successor Corporation.  Whether
  or  not any unexercised Option is assumed or replaced shall be determined by the
  Company  and  the  Successor  Corporation  in  connection  with  the  Corporate
  Transaction.  The  Board  of  Directors  shall  make  the  determination of what
  constitutes  a comparable award to the unexercised Option, and its determination
  shall  be  conclusive  and  binding.  The unexercised Option shall terminate and
  cease  to  remain  outstanding  immediately  following  the  consummation of the
  Corporate  Transaction,  except  to  the  extent  assumed  by  the  Successor
  Corporation.
  
        (ii)     All  outstanding Options may be canceled by the Board of
  Directors  as  of the effective date of any Corporate Transaction, if (i) notice
  of  cancellation shall be given to each holder of an Option and (ii) each holder
  of  an  Option  shall  have  the  right to exercise that Option in full (without
  regard  to  any  limitations set out in or imposed under this Plan or the Option
  Agreement  granting  that  Option) during a period set by the Board of Directors
  preceding  the  effective date of the Corporate Transaction and, if in the event
  all outstanding Options may not be exercised in full under applicable securities
  laws  without  registration  of  the shares of Stock issuable on exercise of the
  Options,  the  Board  of  Directors may limit the exercise of the Options to the
  number  of  shares of Stock, if any, as may be issued without registration.  The
  method  of  choosing which Options may be exercised, and the number of shares of
  Stock  for which Options may be exercised, shall be solely within the discretion
  of  the  Board  of  Directors.
  
       (c)     In each situation described in this Section 4.5, the Committee will
  make  similar  adjustments,  as  appropriate,  in outstanding Stock Appreciation
  Rights.
  
       (d)     The  issuance  by  the  Company of shares of stock of any class, or
  securities  convertible into shares of stock of any class, for cash or property,
  or  for labor or services either upon direct sale or upon the exercise of rights
  or  warrants  to subscribe for them, or upon conversion of shares or obligations
  of  the  Company  convertible into shares or other securities, shall not affect,
  and  no adjustment by reason of such issuance shall be made with respect to, the
  number,  class,  or price of shares of Stock then subject to outstanding Awards.
  4.6     ELECTION UNDER SECTION 83(B) OF THE CODE.  No Eligible Person shall
               ----------------------------------------
  exercise  the election permitted under Section 83(b) of the Code without written
  approval  of  the  Committee.  Any  Eligible  Person  doing so shall forfeit all
  Awards  issued  to  him  under  this  Plan.
  
                  ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS
  
       5.1     TYPE  OF  OPTION.  The Committee shall specify at the time of grant
               ----------------
  whether  a  given  Option shall constitute an Incentive Option or a Nonqualified
  Option.  Incentive  Stock  Options  may  only  be  granted  to  Employees.
  
       5.2     OPTION  PRICE.  The  price at which Stock may be purchased under an
               -------------
  Incentive  Option  shall  not be less than the greater of:  (a) 100% of the Fair
  Market Value of the shares of Stock on the date the Option is granted or (b) the
  aggregate  par  value  of the shares of Stock on the date the Option is granted.
  The  Committee  in  its discretion may provide that the price at which shares of
  Stock may be purchased under an Incentive Option shall be more than 100% of Fair
  Market  Value.  In the case of any 10% Stockholder, the price at which shares of
  Stock  may be purchased under an Incentive Option shall not be less than 110% of
  the  Fair Market Value of the Stock on the date the Incentive Option is granted.
  The  price at which shares of Stock may be purchased under a Nonqualified Option
  shall  be  such  price  as  shall  be  determined  by  the Committee in its sole
  discretion.
  
       5.3     DURATION  OF  OPTIONS  AND  SARS.  No  Option  or  SAR  shall  be
               --------------------------------
  exercisable  after  the expiration of ten (10) years from the date the Option or
  SAR  is granted.  In the case of a 10% Stockholder, no Incentive Option shall be
  exercisable  after  the expiration of five (5) years from the date the Incentive
  Option  is  granted.
  
       5.4     AMOUNT  EXERCISABLE  --  INCENTIVE  OPTIONS.   Each  Option  may be
               --------------------------------------------
  exercised  from  time to time, in whole or in part, in the manner and subject to
  the  conditions the Committee, in its sole discretion, may provide in the Option
  Agreement,  as  long as the Option is valid and outstanding.  To the extent that
  the  aggregate  Fair Market Value (determined as of the time an Incentive Option
  is  granted)  of  the Stock with respect to which Incentive Options first become
  exercisable  by  the  optionee during any calendar year (under this Plan and any
  other  incentive  stock  option plan(s) of the Company or any Affiliate) exceeds
  $100,000,  the  portion  in  excess of $100,000 of the Incentive Option shall be
  treated  as  a  Nonqualified  Option.  In  making  this determination, Incentive
  Options  shall  be  taken  into account in the order in which they were granted.
  
       5.5     EXERCISE  OF  OPTIONS.  Each  Option  shall  be  exercised  by  the
               ---------------------
  delivery  of  written notice to the Committee setting forth the number of shares
  of  Stock  with  respect  to which the Option is to be exercised, together with:
  
       (a)     cash, certified check, bank draft, or postal or express money order
  payable  to  the order of the Company for an amount equal to the option price of
  the  shares;
  
       (b)     stock at its Fair Market Value on the date of exercise (if approved
  in  advance  in  writing  by  the  Committee);
  
       (c)     an  election  to  make  a  cashless  exercise  through a registered
  broker-dealer  (if  approved  in  advance  in  writing  by  the  Committee);
  
       (d)     an  election  to  have  shares  of  Stock, which otherwise would be
  issued  on  exercise,  withheld in payment of the exercise price (if approved in
  advance  in  writing  by  the  Committee);  and/or
  
       (e)     any  other  form  of  payment which is acceptable to the Committee.
  As  promptly  as  practicable  after  receipt  of  written notification and
  payment,  the  Company shall deliver to the Eligible Person certificates for the
  number  of shares with respect to which the Option has been exercised, issued in
  the  Eligible  Person's  name.  If  shares  of  Stock  are  used in payment, the
  aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
  less  than  the  aggregate  exercise  price  of  the shares being purchased upon
  exercise  of  the  Option,  and  any  difference must be paid by cash, certified
  check,  bank draft, or postal or express money order payable to the order of the
  Company.  Delivery  of the shares shall be deemed effected for all purposes when
  a  stock  transfer agent of the Company shall have deposited the certificates in
  the  United  States  mail,  addressed  to  the  Eligible  Person, at the address
  specified  by  the  Eligible  Person.
  
       Whenever  an Option is exercised by exchanging shares of Stock owned by the
  Eligible  Person,  the Eligible Person shall deliver to the Company certificates
  registered in the name of the Eligible Person representing a number of shares of
  Stock  legally and beneficially owned by the Eligible Person, free of all liens,
  claims,  and  encumbrances  of  every  kind,  accompanied  by  stock powers duly
  endorsed  in  blank  by  the  record  holder  of  the  shares represented by the
  certificates (with signature guaranteed by a commercial bank or trust company or
  by  a  brokerage  firm  having  a  membership  on  a  registered  national stock
  exchange).  The delivery of certificates upon the exercise of Options is subject
  to the condition that the person exercising the Option provides the Company with
  the  information  the  Company  might reasonably request pertaining to exercise,
  sale  or  other  disposition.
  
       5.6     STOCK  APPRECIATION RIGHTS.  All Eligible Persons shall be eligible
               --------------------------
  to  receive Stock Appreciation Rights.  The Committee shall determine the SAR to
  be  awarded  from time to time to any Eligible Person.  The grant of a SAR to be
  awarded  from  time to time shall neither entitle such person to, nor disqualify
  such  person  from,  participation  in any other grant of awards by the Company,
  whether  under  this  Plan  or  any  other plan of the Company.  If granted as a
  stand-alone  SAR  Award,  the  terms  of  the Award shall be provided in a Stock
  Appreciation  Rights  Agreement.
  
       5.7     STOCK  APPRECIATION  RIGHTS  IN  TANDEM  WITH  OPTIONS.  Stock
               ------------------------------------------------------
  Appreciation Rights may, at the discretion of the Committee, be included in each
  Option  granted  under  the  Plan to permit the holder of an Option to surrender
  that  Option, or a portion of the part which is then exercisable, and receive in
  exchange,  upon  the  conditions and limitations set by the Committee, an amount
  equal to the excess of the Fair Market Value of the Stock covered by the Option,
  or  the  portion  of  it  that  was  surrendered,  determined  as of the date of
  surrender,  over the aggregate exercise price of the Stock.  In the event of the
  surrender  of  an Option, or a portion of it, to exercise the Stock Appreciation
  Rights,  the  shares  represented  by  the  Option  or  that part of it which is
  surrendered,  shall  not be available for reissuance under the Plan.  Each Stock
  Appreciation  Right  issued  in  tandem with an Option (a) will expire not later
  than  the  expiration of the underlying Option, (b) may be for no more than 100%
  of  the  difference  between the exercise price of the underlying Option and the
  Fair  Market  Value of a share of Stock at the time the Stock Appreciation Right
  is  exercised,  (c)  is  transferable  only  when  the  underlying  Option  is
  transferable,  and under the same conditions, and (d) may be exercised only when
  the  underlying  Option  is  eligible  to  be  exercised.
  
       5.8     CONDITIONS  OF  STOCK  APPRECIATION RIGHTS.  All Stock Appreciation
               ------------------------------------------
  Rights  shall  be subject to such terms, conditions, restrictions or limitations
  as  the Committee deems appropriate, including by way of illustration but not by
  way  of  limitation,  restrictions  on transferability, requirement of continued
  employment,  individual  performance,  financial  performance of the Company, or
  payment  of  any  applicable  employment  or  withholding  taxes.
  
       5.9     PAYMENT  OF  STOCK  APPRECIATION  RIGHTS.  The amount of payment to
               ----------------------------------------
  which  the  Eligible  Person  who  reserves  an  SAR  shall be entitled upon the
  exercise  of  each  SAR  shall  be equal to the amount, if any by which the Fair
  Market  Value  of the specified shares of Stock on the exercise date exceeds the
  Fair  Market  Value of the specified shares of Stock on the date of grant of the
  SAR.  The  SAR  shall  be  paid  in  either  cash or Stock, as determined in the
  discretion  of  the Committee as set forth in the SAR agreement.  If the payment
  is in Stock, the number of shares to be paid shall be determined by dividing the
  amount of such payment by the Fair Market Value of Stock on the exercise date of
  such  SAR.
  
       5.10     EXERCISE  ON  TERMINATION  OF  EMPLOYMENT.  Unless it is expressly
                -----------------------------------------
  provided  otherwise in the Option or SAR agreement, Options and SAR's granted to
  Employees  shall  terminate  three  months  after severance of employment of the
  Employee  from  the  Company  and all Affiliates for any reason, with or without
  cause,  other  than  death,  retirement  under the then established rules of the
  Company,  or  severance  for  disability.  The Committee shall determine whether
  authorized  leave  of absence or absence on military or government service shall
  constitute  severance  of  the  employment  of  the  Employee  at  that  time.
  5.11     DEATH.  If,  before  the  expiration  of  an  Option  or  SAR, the
                -----
  Eligible Person, whether in the employ of the Company or after he has retired or
  was  severed for disability, or otherwise dies, the Option or SAR shall continue
  until the earlier of the Option's or SAR's expiration date or one year following
  the  date  of his death, unless it is expressly provided otherwise in the Option
  or  SAR  agreement.  After  the  death  of  the  Eligible Person, his executors,
  administrators,  or  any persons to whom his Option or SAR may be transferred by
  will  or  by  the  laws of descent and distribution shall have the right, at any
  time  prior  to  the  Option's  or SAR's expiration or termination, whichever is
  earlier,  to  exercise it, to the extent to which he was entitled to exercise it
  immediately prior to his death, unless it is expressly provided otherwise in the
  Option  or  SAR's  agreement.
  
       5.12     RETIREMENT.  Unless  it  is  expressly  provided  otherwise in the
                ----------
  Option or SAR Agreement, before the expiration of an Option or SAR, the Employee
  shall  be retired in good standing from the employ of the Company under the then
  established  rules  of  the  Company, the Option or SAR shall continue until the
  earlier  of  the  Option's  or SAR's expiration date or six months following the
  date  of his retirement, unless it is expressly provided otherwise in the Option
  or  SAR  agreement.
  
       5.13     DISABILITY.  If,  before  the  expiration of an Option or SAR, the
                ----------
  Employee  shall  be  severed  from the employ of the Company for disability, the
  Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
  date  or one year after the date he was severed because of disability, unless it
  is  expressly  provided  otherwise  in  the  Option  or  SAR  agreement.
  
       5.14     SUBSTITUTION OPTIONS.  Options may be granted under this Plan from
                --------------------
  time  to  time  in  substitution  for  stock  options held by employees of other
  corporations who are about to become employees of or affiliated with the Company
  or  any  Affiliate  as  the result of a merger or consolidation of the employing
  corporation with the Company or any Affiliate, or the acquisition by the Company
  or  any Affiliate of the assets of the employing corporation, or the acquisition
  by  the  Company  or  any Affiliate of stock of the employing corporation as the
  result  of  which  it  becomes  an  Affiliate  of  the  Company.  The  terms and
  conditions  of  the  substitute  Options  granted  may  vary  from the terms and
  conditions  set  out  in  this  Plan to the extent the Committee, at the time of
  grant,  may  deem appropriate to conform, in whole or in part, to the provisions
  of  the  stock  options  in  substitution  for  which  they  are  granted.
  
       5.15     NO  RIGHTS  AS  STOCKHOLDER.  No  Eligible  Person  shall have any
                ---------------------------
  rights  as  a  stockholder with respect to Stock covered by his Option until the
  date  a  stock  certificate  is  issued  for  the  Stock.
  
                                ARTICLE VI - AWARDS
  
       6.1     RESTRICTED  STOCK  AWARDS.  The Committee may issue shares of Stock
               --------------------------
  to an Eligible Person subject to the terms of a Restricted Stock Agreement.  The
  Restricted  Stock  may  be issued for no payment by the Eligible Person or for a
  payment  below the Fair Market Value on the date of grant.  Restricted Stock may
  be  subject  to  restrictions  as to sale, transfer, alienation, pledge or other
  encumbrance.  The  Committee  shall determine the terms and provisions which are
  included  in  a  Restricted  Stock  Agreement.
  
       6.2     RESTRICTIONS.  Restricted  Stock  shall be subject to the terms and
               ------------
  conditions  as  determined  by the Committee, including without limitation, any,
  all,  or  none  of  the  following:
  
       (a)     a  prohibition  against  the sale, transfer, alienation, pledge, or
  other  encumbrance  of the shares of Restricted Stock, such prohibition to lapse
  (i) at such time or times as the Committee shall determine (whether in annual or
  more  frequent installments, at the time of the death, disability, or retirement
  of  the  holder  of  such  shares,  or  otherwise);
  
       (b)     a  requirement  that  the  holder  of  shares  of  Restricted Stock
  forfeit, or in the case of shares sold to an Eligible Person, resell back to the
  Company at his cost, all or a part of such shares in the event of termination of
  the  Eligible  Person's  employment during any period in which the shares remain
  subject  to  restrictions;
  (c)     a  prohibition against employment of the holder of Restricted Stock
  by  any  competitor  of  the Company or its Affiliates, or against such holder's
  dissemination of any secret or confidential information belonging to the Company
  or  an  Affiliate;
  
       (d)     unless  stated otherwise in the Restricted Stock Agreement, (i)  if
  restrictions  remain at the time of severance of employment with the Company and
  all  Affiliates,  other  than  for reason of disability or death, the Restricted
  Stock  shall  be forfeited; and (ii)  if severance of employment is by reason of
  disability or death, the restrictions on the shares shall lapse and the Eligible
  Person  or his heirs or estate shall be 100% vested in the shares subject to the
  Restricted  Stock  Agreement.
  
       6.3     STOCK CERTIFICATE.   Shares of Restricted Stock shall be registered
               ------------------
  in  the  name  of  the  Eligible Person receiving the Restricted Stock Award and
  deposited, together with a stock power endorsed in blank, with the Company. Each
  such  certificate  shall  bear  a  legend  in  substantially the following form:
  
  "The  transferability of this certificate and the shares of Stock represented by
  it  is  restricted  by  and  subject  to  the  terms  and  conditions (including
  conditions  of  forfeiture)  contained  in  the Cascade Mountain Mining Company,
  Inc.,  2003  Stock  Incentive  Plan,  and  an agreement entered into between the
  registered owner and the Company. A copy of the Plan and agreement is on file in
  the  office  of  the  Secretary  of  the  Company."
  
       6.4     RIGHTS  AS STOCKHOLDER.  Subject to the terms and conditions of the
               ----------------------
  Plan and unless otherwise provided in the Restricted Stock Award agreement, each
  Eligible  Person receiving a certificate for Restricted Stock shall have all the
  rights  of  a  stockholder  with  respect to the shares of Stock included in the
  Restricted  Stock  Award  during  any period in which such shares are subject to
  forfeiture and restrictions on transfer, including without limitation, the right
  to  vote such shares.  Dividends paid with respect to shares of Restricted Stock
  in  cash  or property other than Stock in the Company or rights to acquire stock
  in  the  Company shall be paid to the Eligible Person currently.  Dividends paid
  in Stock in the Company or rights to acquire Stock in the Company shall be added
  to  and  become  a  part  of  the  Restricted  Stock.
  
       6.5     LAPSE  OF RESTRICTIONS.  At the end of the time period during which
               ----------------------
  any  shares  of  Restricted  Stock are subject to forfeiture and restrictions on
  sale, transfer, alienation, pledge, or other encumbrance, such shares shall vest
  and  will  be  delivered  in  a  certificate,  free  of all restrictions, to the
  Eligible Person or to the Eligible Person's legal representative, beneficiary or
  heir;  provided the certificate shall bear such legend, if any, as the Committee
  determines is reasonably required by applicable law.  By accepting a Stock Award
  and  executing a Restricted Stock Agreement, the Eligible Person agrees to remit
  when  due  any  federal  and  state  income  and employment taxes required to be
  withheld.
  
       6.6     RESTRICTION PERIOD.  No Restricted Stock Award may provide for
               ------------------
  restrictions continuing beyond ten (10) years from the date of grant.
  ARTICLE VII - ADMINISTRATION
  
       The  Committee  shall administer the Plan.  All questions of interpretation
  and  application of the Plan and Awards shall be subject to the determination of
  the  Committee.  A  majority  of the members of the Committee shall constitute a
  quorum.  All  determinations of the Committee shall be made by a majority of its
  members.  Any  decision  or  determination  reduced  to  writing and signed by a
  majority  of  the  members  shall  be  as  effective as if it had been made by a
  majority  vote  at  a  meeting  properly  called  and  held.  This Plan shall be
  administered  in such a manner as to permit the Options, which are designated to
  be  Incentive  Options,  to  qualify  as Incentive Options.  In carrying out its
  authority under this Plan, the Committee shall have full and final authority and
  discretion,  including  but  not  limited  to  the  following rights, powers and
  authorities,  to:
  
       (a)     determine  the  Eligible  Persons  to whom and the time or times at
  which  Options  or  Awards  will  be  made;
  
       (b)     determine  the  number  of  shares  and the purchase price of Stock
  covered  in  each  Option  or  Award,  subject  to  the  terms  of  the  Plan;
  
       (c)     determine  the terms, provisions, and conditions of each Option and
  Award,  which  need  not  be  identical;
  
       (d)     accelerate  the  time at which any outstanding Option or SAR may be
  exercised,  or  Restricted  Stock  Award  will  vest;
  
       (e)     define  the  effect,  if  any,  on an Option or Award of the death,
  disability,  retirement,  or  termination  of  employment  of  the  Employee;
  
       (f)     prescribe,  amend  and  rescind  rules  and regulations relating to
  administration  of  the  Plan;  and
  
       (g)     make  all  other  determinations  and take all other actions deemed
  necessary, appropriate, or advisable for the proper administration of this Plan.
  
       The  actions  of the Committee in exercising all of the rights, powers, and
  authorities  set  out  in this Article and all other Articles of this Plan, when
  performed in good faith and in its sole judgment, shall be final, conclusive and
  binding  on  all  parties.
  
                  ARTICLE VIII - AMENDMENT OR TERMINATION OF PLAN
  
       The  Board of Directors of the Company 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 Securities Exchange Act of 1934, as amended, 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  Company's  stockholders;  provided  further,  however,  that  to the extent
  required  to  maintain  the  status  of  any Incentive Option under the Code, no
  amendment  that  would  (a) change the aggregate number of shares of Stock which
  may  be  issued  under  Incentive  Options,  (b)  change  the class of employees
  eligible  to  receive  Incentive  Options,  or (c) decrease the Option price for
  Incentive  Options  below  the  Fair Market Value of the Stock at the time it is
  granted,  shall  be  made  without  the  approval of the Company's stockholders.
  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 or in any outstanding Incentive Option as in the opinion of
  counsel  for  the  Company  may be necessary or appropriate from time to time to
  enable any Incentive Option granted under this Plan to continue to qualify as an
  incentive  stock  option  or such other stock option as may be defined under the
  Code  so  as  to  receive  preferential  federal  income  tax  treatment.
  
                             ARTICLE IX - MISCELLANEOUS
  
       9.1     NO  ESTABLISHMENT OF A TRUST FUND.   No property shall be set aside
               ---------------------------------
  nor  shall  a  trust fund of any kind be established to secure the rights of any
  Eligible  Person  under this Plan.  All Eligible Persons shall at all times rely
  solely  upon  the  general  credit of the Company for the payment of any benefit
  which  becomes  payable  under  this  Plan.
  
       9.2     NO  EMPLOYMENT  OBLIGATION.  The  granting  of  any Option or Award
               --------------------------
  shall not constitute an employment contract, express or implied, nor impose upon
  the  Company or any Affiliate any obligation to employ or continue to employ any
  Eligible  Person.  The  right  of  the Company or any Affiliate to terminate the
  employment  of  any  person shall not be diminished or affected by reason of the
  fact  that  an  Option  or  Award  has  been  granted  to  him.
  
       9.3     FORFEITURE.  Notwithstanding  any other provisions of this Plan, if
               ----------
  the  Committee  finds  by  a majority vote after full consideration of the facts
  that  an Eligible Person, before or after termination of his employment with the
  Company  or  an  Affiliate  for  any  reason  (a) committed or engaged in fraud,
  embezzlement,  theft, commission of a felony, or proven dishonesty in the course
  of  his  employment  by  the  Company or an Affiliate, which conduct damaged the
  Company or Affiliate, or disclosed trade secrets of the Company or an Affiliate,
  or (b) participated, engaged in or had a material, financial, or other interest,
  whether  as an employee, officer, director, consultant, contractor, stockholder,
  owner,  or  otherwise,  in any commercial endeavor in the United States which is
  competitive with the business of the Company or an Affiliate without the written
  consent  of  the  Company  or  Affiliate,  the Eligible Person shall forfeit all
  outstanding  Options  and  all  outstanding  Awards, and including all exercised
  Options and other situations pursuant to which the Company has not yet delivered
  a  stock  certificate.  Clause  (b)  shall  not  be deemed to have been violated
  solely  by  reason  of the Eligible Person's ownership of stock or securities of
  any  publicly  owned corporation, if that ownership does not result in effective
  control  of  the  corporation.
  
       The  decision  of the Committee as to the cause of an Employee's discharge,
  the  damage  done  to the Company or an Affiliate, and the extent of an Eligible
  Person's  competitive  activity  shall  be final.  No decision of the Committee,
  however,  shall  affect  the  finality  of  the discharge of the Employee by the
  Company  or  an  Affiliate  in  any  manner.
  
       9.4     TAX WITHHOLDING.  The Company or any Affiliate shall be entitled to
               ----------------
  deduct from other compensation payable to each Eligible Person any sums required
  by  federal, state, or local tax law to be withheld with respect to the grant or
  exercise  of an Option or SAR, or lapse of restrictions on Restricted Stock.  In
  the  alternative,  the  Company may require the Eligible Person (or other person
  exercising  the  Option,  SAR or receiving the Stock) to pay the sum directly to
  the employer corporation. If the Eligible Person (or other person exercising the
  Option  or  SAR  or  receiving  the  Stock) is required to pay the sum directly,
  payment  in cash or by check of such sums for taxes shall be delivered within 10
  days after the date of exercise or lapse of restrictions. The Company shall have
  no  obligation  upon  exercise  of  any Option or lapse of restrictions on Stock
  until  payment  has  been received, unless withholding (or offset against a cash
  payment)  as  of  or  prior  to the date of exercise or lapse of restrictions is
  sufficient to cover all sums due with respect to that exercise.  The Company and
  its  Affiliates  shall  not  be  obligated  to  advise an Eligible Person of the
  existence  of  the  tax  or  the  amount  which the employer corporation will be
  required  to  withhold.
  
       9.5     WRITTEN  AGREEMENT.  Each  Option  and Award shall be embodied in a
               -------------------
  written  agreement  which  shall  be subject to the terms and conditions of this
  Plan and shall be signed by the Eligible Person and by a member of the Committee
  on  behalf  of  the  Committee  and  the  Company or an executive officer of the
  Company,  other  than  the  Eligible  Person,  on  behalf  of  the Company.  The
  agreement  may contain any other provisions that the Committee in its discretion
  shall  deem  advisable  which  are not inconsistent with the terms of this Plan.
  
       9.6     INDEMNIFICATION  OF THE COMMITTEE AND THE BOARD OF DIRECTORS.  With
               ------------------------------------------------------------
  respect  to  administration  of  this  Plan,  the  Company  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 Company 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  Company  itself)  reasonably  incurred  by  him in
  connection  with  or  arising out of any action, suit, or proceeding in which he
  may  be involved by reason of his being or having been a member of the 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.  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.
  
       9.7     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.
  
       9.8     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.
  9.9     OTHER  COMPENSATION  PLANS.  The  adoption  of  this Plan shall not
               --------------------------
  affect  any other stock option, incentive or other compensation or benefit plans
  in  effect  for  the  Company  or any Affiliate, nor shall the Plan preclude the
  Company from establishing any other forms of incentive or other compensation for
  employees  of  the  Company  or  any  Affiliate.
  
       9.10     OTHER  OPTIONS  OR  AWARDS.  The grant of an Option or Award shall
                --------------------------
  not  confer  upon  the  Eligible Person the right to receive any future or other
  Options  or  Awards  under  this  Plan,  whether or not Options or Awards may be
  granted  to  similarly situated Eligible Persons, or the right to receive future
  Options  or  Awards  upon  the  same  terms or conditions as previously granted.
  
       9.11     GOVERNING  LAW.  The  provisions  of this Plan shall be construed,
                --------------
  administered,  and  governed  under  the  laws  of  the  State  of  Nevada.
  EXHIBIT  5.1
  
       January  14,  2003
  
  Cascade Mountain Mining Company, Inc.
  601 Union Street, 42nd Floor
  Seattle, Washington 98101
  
  Re:  Cascade  Mountain  Mining Company, Inc.; Registration Statement on Form S-8
  
  Gentlemen:
  
       We have represented Cascade Mountain Mining Company, Inc., a Nevada
  corporation ("Company"), in connection with the preparation of a registration
  statement filed with the Securities and Exchange Commission on Form S-8
  ("Registration Statement") in connection with the registration of 50,000,000
  shares ("Shares") of the Company's common stock under the Securities Act of
  1933, as amended, to be offered pursuant to the Cascade Mountain Mining Company,
  Inc. 2003 Stock Incentive Plan ("Plan").
  
       In this connection, we have examined originals or copies identified to our
  satisfaction of such documents, corporate and other records, certificates, and
  other papers as we deemed necessary to examine for purposes of this opinion,
  including but not limited to the Plan, the Articles of Incorporation of the
  Company, the Bylaws of the Company, and resolutions of the Board of Directors of
  the Company.
  
  We have examined such records and documents and have made such examination of
  laws as we considered necessary to form a basis for the opinion set forth
  herein.  In our examination, we have assumed the genuineness of all signatures,
  the authenticity of all documents submitted to us as originals, and the
  conformity with the originals of all documents submitted to us as copies
  thereof.
  
       We are of the opinion that the Shares will be, when issued pursuant to the
  Plan, legally issued, fully paid, and nonassessable.
  
       We hereby consent to the filing of this Opinion as an Exhibit to the
  Registration Statement.
  
                 Very truly yours,
  
                 /s/ Brewer & Pritchard, P.C.
  
                 BREWER & PRITCHARD, P.C.
  EXHIBIT 23.2
  
                          Consent of Independent Auditors
  
  We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
  Statement  on  Form S-8 of Cascade Mountain Mining Company, Inc., of our report,
  dated  August  25,  2003, which appears in the Registrant's Form 8-K(A) filed on
  August  28,  2003.
  
                                     /s/ Ham, Langston & Brezina, L.L.P.
  
  Houston, Texas
  January 14, 2004
  EXHIBIT 23.3
  
                           Consent of Independent Auditors
  
  We hereby consent to the incorporation by reference in this Registration
  Statement on Form S-8 of Cascade Mountain Mining Company, Inc. of our report
  dated March 26, 2003, which appears in the Registrant's Form 10-KSB for the
  period ended December 31, 2002.
  
  /s/ Withey Addison LLP
  
  Withey Addison LLP, Chartered Accountants
  Mississauga, Canada