UNITED COMMUNICATIONS HUB, INC. 2003 STOCK PLAN

UNITED COMMUNICATIONS HUB, INC.

2003 STOCK PLAN

1. Purpose and Eligibility.

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(a) This Amended and Restated Stock Plan (the "Plan") adopted as

of April 25, 2003 (the "Effective Date") is intended to advance the interests of

United Communications Hub, Inc. (the "Company"), and its Related Corporations as

defined below, and as now existing or later constituted, by enhancing the

ability of the Company and its Related Corporations to attract and retain

qualified employees, consultants, officers and directors by creating incentives

and rewards for their contributions to the success of the Company. This Plan

will provide:

(i) officers and other employees of the Company and its Related

Corporations opportunities to purchase common stock ("Common Stock") of the

Company pursuant to Options granted hereunder which qualify as incentive stock

options ("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as

amended (the "Code");

(ii) directors, officers, employees and consultants of the Company and

its Related Corporations opportunities to purchase Common Stock of the Company

pursuant to options granted hereunder which do not qualify as ISOs

("Non-Qualified Options");

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(iii) directors, officers, employees and consultants of the Company

and its Related Corporations issuances and awards of Common Stock of the Company

("Awards");

(iv) directors, officers, employees and consultants of the Company and

its Related Corporations opportunities to make direct purchases of Common Stock

in the Company ("Purchases"); and

(v) non-employee directors of the Company and its Related Corporations

with the opportunities to purchase Common Stock in the Company pursuant to

options granted hereunder ("Non-Discretionary Options").

(b) ISOs, Non-Discretionary Options and Non-Qualified Options are

referred to hereafter as "Options." Options, Awards and authorizations to make

Purchases are referred to hereafter collectively as "Stock Rights." For

purposes of the Plan, the term "Related Corporations" shall mean a corporation

which is a subsidiary corporation with respect to the Company within the meaning

of Section 425(f) of the Code.

(c) This Plan is intended to comply in all respects with Rule

16b-3 and its successor rules ("Rule 16b-3") as promulgated under Section 16(b)

of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for

participants who are subject to Section 16 of the Exchange Act. To the extent

any provision of the Plan or action by the Board or Committee fails to

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so comply, it shall be deemed null and void to the extent permitted by law and

deemed advisable by Board or Committee. Provided, however, such exercise of

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discretion shall not interfere with the contract rights of any participant. In

the event that any interpretation or construction of the Plan is required, it

shall be interpreted and construed in order to ensure, to the maximum extent

permissible by law, that such participant does not violate the short-swing

profit provisions of Section 16(b) of the Exchange Act and that any exemption

available under Rule 16b-3 is available.

2. Administration of the Plan.

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(a) The Plan may be administered by the entire board of directors

of the Company (the "Board") or by a committee as defined below (the

"Committee"). Such Committee will be comprised solely of two or more

Non-Employee Directors as that term is defined by Rule 16b-3(b)(3) promulgated

under the Exchange Act, or the Company shall otherwise act in accordance with

the permissible interpretations of Rule 16b-3.

(1) If a Committee is created by the Board to administer the

Plan, the Committee shall continue to serve until otherwise directed by the

Board. A majority of the members of any such Committee shall constitute a

quorum, and all determinations of the Committee shall be made by the majority of

its members present at a meeting. Any determination of the Committee under the

Plan may be made without notice or meeting of the Committee by a writing signed

by all of the Committee members.

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(2) Subject to ratification of the grant of each Option,

Award, or Purchase, by the Board (but only if so required by applicable state

law), and subject to the terms of the Plan, the Committee shall have the

authority to (i) determine the employees of the Company and its Related

Corporations, from among the class of employees eligible under Section 3 to

receive ISOs, to whom ISOs may be granted; and to determine, from among the

class of individuals and entities eligible under Section 3 to receive

Non-Qualified Options, Awards and authorizations to make Purchases, to whom

Non-Qualified Options, Awards and authorizations to make Purchases may be

granted; (ii) determine the time or times at which Stock Rights may be granted;

(iii) determine the exercise price of shares subject to each Option and the

purchase price of shares subject to each Purchase which price shall not be less

than the fair market value defined by Section 7; (iv) determine whether each

Option granted shall be an ISO or a Non-Qualified Option; (v) except for

Non-Discretionary Options, determine (subject to Section 6) the time or times

when each Option shall become exercisable, the duration of the exercise period

and when each Option or Stock Right shall vest; (vi) determine whether

restrictions such as repurchase Options are to be imposed on shares subject to

Options, Awards and Purchases and the nature of such restrictions, if any; and

(vii) interpret the Plan and promulgate and rescind rules and regulations

relating to it. The interpretation and construction by the Committee of any

provisions of the Plan or of any Stock Right granted under it shall be final,

binding and conclusive unless otherwise determined by the Board. The Committee

may from time to time adopt such rules and regulations for carrying out the Plan

as it may deem best.

(3) No members of the Committee or the Board shall be liable

for any action or determination made in good faith with respect to the Plan or

any Stock Right granted

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under it. No member of the Committee or the Board shall be liable for any act

or omission of any other member of the Committee or the Board or for any act or

omission on his own part, including but not limited to the exercise of any power

and discretion given to him under the Plan, except those resulting from his own

gross negligence or willful misconduct.

(b) The Committee may select one of its members as its chairman

and shall hold meetings at such time and places as it may determine. All

references in the Plan to the Committee shall mean the Board if no Committee has

been appointed. From time to time the Board may increase the size of the

Committee and appoint additional members thereof, remove members (with or

without cause) and appoint new members in substitution therefor, fill vacancies

however caused or remove all members of the Committee and thereafter directly

administer the Plan.

(c) Stock Rights may be granted to members of the Board, whether

such grants are in their capacity as directors, officers or consultants. All

grants of Stock Rights to members of the Board shall in all other respects be

made in accordance with the provisions of the Plan applicable to other eligible

persons. Members of the Board who are either (i) eligible for Stock Rights

pursuant to the Plan or (ii) have been granted Stock Rights may vote on any

matters affecting the administration of the Plan or the grant of any Stock

Rights pursuant to the Plan.

(d) In addition to such other rights of indemnification as he may

have as a member of the Board, and with respect to administration of the Plan

and the granting of Stock Rights under it, each member of the Board and of the

Committee shall be entitled without further act on his part to indemnification

from the Company for all expenses (including, but only to the

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extent permissible and advisable under applicable law, advances of litigation

expenses, the amount of judgment and the amount of approved settlements made

with a view to the curtailment of costs of litigation) reasonably incurred by

him in connection with or arising out of any action, suit or proceeding,

including any appeal thereof, with respect to the administration of the Plan or

the granting of Stock Rights under it in which he may be involved by reason of

his being or having been a member of the Board or the Committee, whether or not

he continues to be such member of the Board or the Committee at the time of the

incurring of such expenses; provided, however, that such indemnity shall not

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include any expenses incurred by such member of the Board or the Committee (i)

in respect of matters as to which he shall be finally adjudged in such action,

suit or proceeding to have been guilty of or liable for gross negligence or

willful misconduct in the performance of his duties as a member of the Board or

the Committee; (ii) in respect of any matter in which any settlement is

effected to an amount in excess of the amount approved by the Company on the

advice of its legal counsel; or (iii) arising from any action in which person

asserts a claim against the Company whether such claim is termed a complaint,

counterclaim, cross-claim, third party complaint or otherwise and provided

further that no right of indemnification under the provisions set forth herein

shall be available to any such member of the Board or the Committee unless

within 10 days after institution of any such action, suit or proceeding he shall

have offered the Company in writing the opportunity to handle and defend such

action, suit or proceeding at its own expense. The foregoing right of

indemnification shall inure to the benefit of the heirs, executors or

administrators of each such member of the Board or the Committee and shall be in

addition to all other rights to which such member of the Board or the Committee

would be entitled to as a matter of law, contract or otherwise. Provided,

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however, the exception in Section 2(d)(iii) shall not apply to an action for

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indemnification under circumstances where the Company has failed to provide

indemnification to the Board or Committee member which indemnification is

required

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by the Plan.

(e) In addition, provided such action is otherwise consistent with the

Plan, is exempt from Section 16(b) of the Exchange Act (by virtue of Rule 16b-3

or otherwise), and is made pursuant to Sections 122(15) and 157 of the Delaware

General Corporation Law, or similar or successor provisions, the Board may, by a

resolution adopted by the Board, authorize one or more officers of the Company

to do one or both of the following: (i) designate officers and employees of the

Company or of any of its subsidiaries to be recipients of Stock Rights created

by the Company and (ii) determine the number of Stock Rights to be received by

such officers and employees; provided, however, that the resolution so

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authorizing such officer or officers shall specify the total number of Stock

Rights such officer or officers may so grant. The Board may not authorize such

officer to designate himself or herself as a recipient of any such Stock Rights.

All decisions made by such officer or officers, as the case may be, pursuant to

the authority granted to him or her hereby, shall be final and binding on all

persons, including the Company and the persons receiving Stock Rights by virtue

of the Plan. The officer or officers so authorized shall be indemnified as

provided for herein (to the extent permissible under applicable law) as if such

officer or officers were acting as a member or members, as the case may be, of

the Committee as provided herein the Plan.

3. Eligible Employees and Others.

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(a) ISOs may be granted to any employee of the Company or any

employee of a Related Corporation. Those officers and directors of the Company

who are not employees may not be granted ISOs under the Plan. Subject to

compliance with Rule 16b-3 and other applicable

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securities laws, Non-Qualified Options, Awards and authorizations to make

Purchases may be granted to any director (whether or not an employee), officer,

employee or consultant of the Company or any Related Corporation. The Committee

may take into consideration a recipient's individual circumstances in

determining whether to grant an ISO, a Non-Qualified Option or an authorization

to make a Purchase. Granting of any Stock Right to any individual or entity

shall neither entitle that individual or entity to, nor disqualify him from

participation in any other grant of Stock Rights.

(b) All directors of the Company who are not employees or 10%

stockholders of the Company or Related Corporations shall automatically receive

grants of ______ restricted shares of the Company's Common Stock and ______

Non-Qualified Options (i) upon election or appointment to the Board if not a

member of the Board as of the Effective Date; and (ii) after all Common Stock

grants and Non-Qualified Options previously granted pursuant to this Section

have vested if vesting occurs during the term of office of such directors.

The exercise price of the Options shall be fair market value as defined by

Section 7. The stock grants and Options shall vest in six equal increments of

______ shares of Common Stock and ______ Options per director on each June 30

and December 31, provided that the director is still serving as a director of

the Company on the applicable vesting date. To the extent that any shares of

Common Stock do not vest, the shares shall be forfeited. To the extent that any

Options which have not been exercised do not vest, the Options shall lapse.

[LARRY: THIS CAN BE DELETED IF YOU CHOOSE NOT TO GIVE AUTOMATIC GRANTS TO YOUR

DIRECTORS OR WE CAN PROVIDE EFFECTIVE ONLY UPON MERGER WITH 12(G) COMPANY]

(c) The Options shall be exercisable for a period of 10 years from

the date of

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grant, except where a shorter period is required by the Code for certain ISOs or

where the Board or Committee selects a shorter period at the time of any

discretionary grant.

(d) The "formula" grant contained in Section 3(b) above shall not

be amended more than once every six months, other than to comport with changes

in the Code or in ERISA.

4. Common Stock. The Common Stock subject to Stock Rights shall be

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authorized but unissued shares of Common Stock, par value $0.001, or shares of

Common Stock reacquired by the Company in any manner, including purchase,

forfeiture or otherwise. The aggregate number of shares of Common Stock which

may be issued pursuant to the Plan is 3,500,000 shares of Common Stock issuable

in connection with Option exercises, Awards or Purchases, and are subject to

adjustment as provided in Section 14. If any Stock Rights granted under the

Plan shall expire or terminate for any reason without having been exercised in

full or shall cease for any reason to be exercisable in whole or in part, or if

the Company shall reacquire any unvested shares issued pursuant to Awards or

Purchases, the unpurchased shares subject to such Stock Rights and any unvested

shares so reacquired by the Company shall again be available for grants of Stock

Rights under the Plan.

5. Granting of Stock Rights.

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(a) Stock Rights may be granted under the Plan at any time on and

after the Effective Date provided, however, no ISO shall be granted more than 10

years after the Effective Date. The date of grant of a Stock Right under the

Plan will be the date specified by the Committee

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at the time it grants the Stock Right; provided, however, that such date shall

not be prior to the date on which the Committee acts to approve the grant. The

Committee shall have the right, with the consent of the optionee, to convert an

ISO granted under the Plan to a Non-Qualified Option pursuant to Section 17.

(b) The Committee shall grant Stock Rights to participants that

it, in its sole discretion, selects. Stock Rights shall be granted on such

terms as the Committee shall determine except that ISOs shall be granted on

terms that comply with the Code and regulations thereunder.

(c) Notwithstanding any other provision of the Plan, the Committee

may impose conditions and restrictions on any grant of Stock Rights including

forfeiture of vested Options and the cancellation of Common Stock acquired in

connection with any Stock Right.

6. Sale of Shares. Any shares of the Company's Common Stock acquired

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pursuant to Stock Rights granted hereunder shall not be sold by any officer, as

defined in this Plan, or director until at least six months elapse from the date

of acquisition of such Stock Rights. Nothing in this Section 6 shall be deemed

to reduce the holding period set forth under the applicable securities laws.