LAZARUS INDUSTRIES, INC. 2003 STOCK INCENTIVE PLAN

Exhibit 10

LAZARUS INDUSTRIES, INC.

2003 STOCK INCENTIVE PLAN

ARTICLE I - PLAN

1.1 PURPOSE. This Plan is a plan for key Employees (including officers and

employee 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 Plan is intended to comply with all applicable

conditions of Rule 16b-3 (and all subsequent revisions thereof) promulgated

under the Securities Exchange Act of 1934, as amended (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 April 1, 2003 (the

"Effective Date"), provided that within one year of the Effective Date, the Plan

shall have been approved by at least a majority vote of stockholders. No

Incentive Option, Nonqualified Option, Stock Appreciation Right, Restricted

Stock Award or Performance 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 parent corporation and any subsidiary

corporation. The term "parent corporation" means any corporation (other than the

Company) in an unbroken chain of corporations ending with the Company if, at the

time of the action or transaction, each of the corporations other than the

Company owns stock possessing 50% or more of the total combined voting power of

all classes of stock in one of the other corporations in the chain. The term

"subsidiary corporation" means any corporation (other than the 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, Restricted Stock Award or

Performance Stock Award.

2.3 "BONUS STOCK AWARD" means an Award of Bonus Stock.

2.4 "BOARD OF DIRECTORS" means the board of directors of the Company.

2.5 "CHANGE IN CONTROL" shall mean and include the following transactions

or situations:

(a) A sale, transfer, or other disposition by the Company through a single

transaction or a series of transactions of securities of the Company

representing thirty (30%) percent or more of the combined voting power of the

Company's then outstanding securities to any "Unrelated Person" or "Unrelated

Persons" acting in concert with one another. For purposes of this definition,

the term "Person" shall mean and include any individual, partnership, joint

venture, association, trust corporation, or other entity (including a "group" as

referred to in Section 13(d)(3) of the 1934 Act). For purposes of this

definition, the term "Unrelated Person" shall mean and include any Person other

than the Company, a wholly-owned subsidiary of the Company, or an employee

benefit plan of the Company; provided however, a sale to underwriters in

connection with a public offering of the Company's securities pursuant to a firm

commitment shall not be a Change of Control.

(b) A sale, transfer, or other disposition through a single transaction or

a series of transactions of all or substantially all of the assets of the

Company to an Unrelated Person or Unrelated Persons acting in concert with one

another.

(c) A change in the ownership of the Company through a single transaction

or a series of transactions such that any Unrelated Person or Unrelated Persons

acting in concert with one another become the "Beneficial Owner," directly or

indirectly, of securities of the Company representing at least thirty (30%)

percent of the combined voting power of the Company's then outstanding

securities. For purposes of this definition, the term "Beneficial Owner" shall

have the same meaning as given to that term in Rule 13d-3 promulgated under the

1934 Act, provided that any pledgee of voting securities is not deemed to be the

Beneficial Owner thereof prior to its acquisition of voting rights with respect

to such securities.

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(d) Any consolidation or merger of the Company with or into an Unrelated

Person, unless immediately after the consolidation or merger the holders of the

common stock of the Company immediately prior to the consolidation or merger are

the beneficial owners of securities of the surviving corporation representing at

least fifty (50%) percent of the combined voting power of the surviving

corporation's then outstanding securities.

(e) During any period of two years, individuals who, at the beginning of

such period, constituted the Board of Directors of the Company cease, for any

reason, to constitute at least a majority thereof, unless the election or

nomination for election of each new director was approved by the vote of at

least two-thirds of the directors then still in office who were directors at the

beginning of such period.

(f) A change in control of the Company of a nature that would be required

to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A

promulgated under the 1934 Act, or any successor regulation of similar

importance, regardless of whether the Company is subject to such reporting

requirement.

2.6 "CODE" means the Internal Revenue Code of 1986, as amended.

2.7 "COMMITTEE" means the Compensation Committee of the Board of Directors

or such other committee designated by the Board of Directors. The Committee

shall be comprised solely of at least two members who are both Disinterested

Persons and Outside Directors or by the Board of Directors in its entirety.

2.8 "COMPANY" means Lazarus Industries, Inc.

2.9 "CONSULTANT" means any person, including an advisor, engaged by the

Company or Affiliate to render services and who is compensated for such

services.

2.10 "DISINTERESTED PERSON" means a "disinterested person" as that term is

defined in Rule 16b-3 under the 1934 Act.

2.11 "ELIGIBLE PERSONS" shall mean, with respect to the Plan, those

persons who, at the time that an Award is granted, are (i) 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; provided, however, that no

person will be entitled to receive Stock under this Plan for services relating

to capital raising activities for the Company or related to any stock promotion

activities.

2.12 "EMPLOYEE" means a person employed by the Company or any Affiliate to

whom an Award is granted.

2.13 "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 National Market System; or (c)

if the Stock is not listed on the Nasdaq National Market System, 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.

2.14 "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.

2.15 "NONQUALIFIED OPTION" means an option to purchase Stock granted under

this Plan other than an Incentive Option.

2.16 "OPTION" means both an Incentive Option and a Nonqualified Option

granted under this Plan to purchase shares of Stock.

2.17 "OPTION AGREEMENT" means the written agreement by and between the

Company and an Eligible Person which sets out the terms of an Option.

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2.18 "OUTSIDE DIRECTOR" means a member of the Board of Directors serving

on the Committee who satisfies Section 162(m) of the Code.

2.19 "PLAN" means the Lazarus Industries, Inc. 2003 Stock Incentive Plan,

as set out in this document and as it may be amended from time to time.

2.20 "PLAN YEAR" means the Company's fiscal year.

2.21 "PERFORMANCE STOCK AWARD" means an award of shares of Stock to be

issued to an Eligible Person if specified predetermined performance goals are

satisfied as described in Article VII.

2.22 "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.

2.23 "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 Article VI.

2.24 "RESTRICTED STOCK AWARD" means an Award of Restricted Stock.

2.25 "RESTRICTED STOCK PURCHASE PRICE" means the purchase price, if any,

per share of Restricted Stock subject to an Award. The Restricted Stock Purchase

Price shall be determined by the Committee. It may be greater than or less than

the Fair Market Value of the Stock on the date of the Stock Award.

2.26 "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.

2.27 "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.

2.28 "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.

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. 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 shall be

determined by the Committee.

4.2 SHARES SUBJECT TO PLAN. The total number of shares of Stock set aside

for Awards may be granted under the Plan shall be 3,000,000 shares. The shares

may be treasury shares or authorized but unissued shares. The maximum number of

shares subject to options or stock appreciation rights which may be issued to

any eligible person under the plan during each plan year shall be determined by

the Committee. The maximum number of shares subject to restricted stock awards

which may be granted to any eligible person under the plan during each plan year

shall be determined by the Committee. The maximum number of shares subject to

performance stock awards which may be granted to any eligible person during each

plan year shall be determined by the Committee. 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.

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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:

(i) subject to the provisions of clause (c) below, after the effective

date of the merger, consolidation, liquidation, sale or other disposition, as

the case may be, each holder of an outstanding Option shall be entitled, upon

exercise of the Option, to receive, in lieu of shares of Stock, the number and

class or classes of shares of stock or other securities or property to which the

holder would have been entitled if, immediately prior to the merger,

consolidation, liquidation, sale or other disposition, the holder had been the

holder of record of a number of shares of Stock equal to the number of shares as

to which the Option shall be so exercised;

(ii) the Board of Directors may waive any limitations set out in or

imposed under this Plan so that all Options, from and after a date prior to the

effective date of the merger, consolidation, liquidation, sale or other

disposition, as the case may be, specified by the Board of Directors, shall be

exercisable in full; and

(iii) all outstanding Options may be canceled by the Board of Directors as

of the effective date of any merger, consolidation, liquidation, sale or other

disposition, 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 merger,

consolidation, liquidation, sale or other disposition 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.

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(c) After a merger of one or more corporations into the Company or after a

consolidation of the Company and one or more corporations in which the Company

shall be the surviving corporation, each Eligible Person shall be entitled to

have his Restricted Stock and shares earned under a Performance Stock Award

appropriately adjusted based on the manner the Stock was adjusted under the

terms of the agreement of merger or consolidation.

(d) In each situation described in this Section 4.5, the Committee will

make similar adjustments, as appropriate, in outstanding Stock Appreciation

Rights.

(e) 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 Employee shall exercise

the election permitted under Section 83(b) of the Code without written approval

of the Committee. Any Employee 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

di