Employees/Consultants Stock Compensation Plan

2004 EMPLOYEES/CONSULTANTS STOCK COMPENSATION PLAN
OF
12 TO 20 PLUS, INC.


SECTION 1. ESTABLISHMENT AND PURPOSE


The Plan was established on August 3, 2004, effective August 3, 2004, to amend and restate the Company's 2003 Employees/Consultants Stock Compensation Plan, to offer directors, officers and selected key employees, advisors and consultants an opportunity to acquire a proprietary interest in the success of the Company to receive compensation, or to increase such interest, by purchasing Shares of the Company's common stock. The Plan provides both for the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted under the Plan may include non-statutory options, as well as ISOs intended to qualify under section 422 of the Code.


The Plan is intended to comply in all respects with Rule 16.3 (or its successor) under the Exchange Act and shall be construed accordingly.


SECTION 2. DEFINITIONS.


(A) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as constituted from time to time.


(B) "CODE" shall mean the Internal Revenue Code of 1986, as amended.


(C) "COMMITTEE" shall mean a committee of the Board of Directors, as described in Section 3(a).


(D) "COMPANY" shall mean 12 TO 20 PLUS, INC., a Nevada corporation.


(E) "EMPLOYEE" shall mean (i) any individual who is a common-law employee of the Company or of a Subsidiary, (ii) an Outside Director, (iii) an independent contractor who performs services for the Company or a Subsidiary and who is not a member of the Board of Directors, including consultants and advisors that provide professional, technical, financial, accounting, capital markets related and other services. Service as an Outside Director or independent contractor shall be considered employment for all purposes of the Plan, except as provided in Subsections (a) and (b) of Section 4,


(F) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.


(G) "EXERCISE PRICE" shall mean the amount for which one share may be purchased upon exercise of an Option, as specified by the Committee in the applicable Stock Option Agreement.


(H) "FAIR MARKET VALUE" shall mean the market price of Stock, determined by the Committee as follows:


(i) If Stock was traded on a stock exchange on the date in question,
then the Fair Market Value shall be equal to the closing price reported for
such date by the applicable composite-transactions report;


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DEFINITIONS - continued


(ii) If stock was traded over-the-counter on the date in question and
was traded on the Nasdaq system or the Nasdaq National Market, then the
Fair Market Value shall be equal to the last transaction price quoted for
such date by the Nasdaq system or the Nasdaq National Market;


(iii) If Stock was traded over-the-counter on the date in question but
was not traded on the Nasdaq system or the Nasdaq National Market, then the
Fair Market Value shall be equal to the mean between the last reported
representative bid and asked prices quoted for such date by the principal
automated inter-dealer quotation system on which Stock is quoted or, if the
Stock is not quoted on any such system, by the "Pink Sheets" published by
the National Quotation Bureau, Inc.; and


(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value shall be determined by the Committee in good faith on such
basis as it deems appropriate.


In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons.


(I) "ISO" shall mean an employee incentive stock option described in section 422(b) of the Code.


(J) "NON-STATUTORY OPTION" shall mean an employee stock option not described in sections 422(b) or 423(b) of the Code.


(K) "OFFEREE" shall mean an individual to whom the Committee has offered the right to acquire Shares under the Plan (other than upon exercise of an Option)


(L) "OPTION" shall mean an ISO or Non-statutory Option granted under the Plan and entitling the holder to purchase Shares.


(M) "OPTIONEE" shall mean an individual who holds an Option.


(N) "OUTSIDE DIRECTOR" shall mean a member of the Board of Directors who is not a common--law employee of the Company or of a Subsidiary.


(O) COMMITTEE PROCEDURES. The Committee shall designate one of its members as chairman. The Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee.


(P) COMMITTEE RESPONSIBILITIES. Subject to the provisions of the Plan, the Committee shall have the authority and discretion to take the following actions:


(i) To interpret the Plan and to apply its provisions;


(ii) To adopt, amend or rescind rules, procedures and forms relating
to the Plan;


(iii) To authorize any person to execute, on behalf of the Company,
any instrument required to carry out the purposes of the Plan;


(iv) To determine when Shares are to be awarded or offered for sale
and when Options are to be granted under the Plan;


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DEFINITIONS - continued


(v) To select the Offerees and Optionees;


(vi) To determine the number of Shares to be offered to each Offeree
or to be made subject to each Option;


(vii) To prescribe the terms and conditions of each award or sale of
Shares, including (without limitation) the Purchase Price, and to specify
the provisions of the Stock Purchase Agreement relating to such award or
sale;


(viii) To prescribe the terms and conditions of each Option, including
(without limitation) the Exercise Price, to determine whether such Option
is to be classified as an ISO or as a Non-statutory Option, and to specify
the provisions of the Stock Option Agreement relating to such Option;


(ix) To amend any outstanding Stock Purchase Agreement or Stock Option
Agreement, subject to applicable legal restrictions and, to the extent such
amendments adverse to the Offeree's or Optionee's interest, to the consent
of the Offeree or Optionee who entered into such agreement;


(x) To prescribe the consideration for the grant of each Option or
other right under the Plan and to determine the sufficiency of such
consideration; and


(xi) To take any other actions deemed necessary or advisable for the
administration of the Plan.


All decisions, interpretations and other actions of the Committee
shall be final and binding on all Offerees, all Optionees, and all persons
deriving their rights from an Offeree or Optionee. No member of the
Committee shall be liable for any action that he or she has taken or has
failed to take in good faith with respect to the Plan, any Option, or any
right to acquire Shares under the Plan.


SECTION 4. ELIGIBILITY.


(A) GENERAL RULES. Only Employees (including, without limitation, independent contractors, consultants and legal counsel who are not members of the Board of Directors) shall be eligible for designation as Optionees or Offerees by the Committee. In addition, only Employees who are common-law employees of the Company or a Subsidiary shall be eligible for the grant of ISOs. Employees who are Outside Directors shall only be eligible for the grant of the Non-statutory Options described in Subsection (b) below.


(B) OUTSIDE DIRECTORS. Any other provision of the Plan notwithstanding, the participation of Outside Directors in the Plan shall be subject to the following restrictions:


(i) outside Directors shall receive no grants other than the
Non-statutory options described in this Subsection (b)


(ii) All Non-statutory Options granted to an Outside Director under
this Subsection (b) shall also become exercisable in fill in the event of
the termination of such Outside Director's service because of death, Total
and Permanent Disability or voluntary retirement at or after age 65.


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ELIGIBILITY - continued


(iii) The Exercise Price under all Non-statutory Options granted to an
Outside Director under this Subsection (b) shall be equal to 100 percent of
the Fair Market Value of a Share on the date of grant, payable in one of
the forms described in Subsection (a), (b), (c) or (d) of Section 6.


(iv) Non-statutory options granted to an outside Director under this
Subsection (b) shall terminate on the earliest of (A) the 10th anniversary
of the date of grant, (B) the date three months after the termination of
such Outside Director's service for any reason other than death or Total
and Permanent Disability or (C) the date 12 months after the termination of
such Outside Director's service because of death or Total and Permanent
Disability.


The committee may provide that the Non-statutory Options that
otherwise would be granted to an Outside Director under this Subsection (b)
shall instead be granted to an affiliate of such Outside Director. Such
affiliate shall then be deemed to be an Outside Director for purposes of
the Plan, provided that the service--related vesting and termination
provisions pertaining to the Non-statutory Options shall be applied with
regard to the service of the Outside Director.


(C) ATTRIBUTION RULES. For purposes of Subsection (c) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee's brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries. Stock with respect to which such Employee holds a ...